STANDARD LIFE INVESTMENTS ICVC PLC

Transcription

1 The directors whose names are listed under The Company (the Directors ) accept responsibility for the information contained in this Prospectus and the Supplements hereto. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus and the Supplements is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. STANDARD LIFE INVESTMENTS ICVC PLC An open-ended umbrella fund with segregated liability between sub-funds incorporated as a variable capital investment company in Ireland with registered number and authorised by the Central Bank of Ireland pursuant to Part XIII of the Companies Act, PROSPECTUS AIFM STANDARD LIFE INVESTMENTS (MUTUAL FUNDS) LIMITED INVESTMENT ADVISER STANDARD LIFE INVESTMENTS LIMITED DATED 14 JUNE 2017 i

2 IMPORTANT INFORMATION THIS PROSPECTUS The Directors of Standard Life Investments ICVC plc (the Company ) whose names appear in the section of the Prospectus entitled The Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. This Prospectus describes the Company, an open-ended investment company with variable capital incorporated in Ireland as a public limited company. The Company is constituted as an umbrella fund insofar as the share capital of the Company will be divided with series of Shares representing a separate Fund comprising a separate pool of assets and which pursues its investment objective through separate investment policies. Each Fund may be further divided into shares of different classes to accommodate different subscription and/or redemption charges and/or dividend and/or charges and/or fee arrangements. A separate pool of assets will not be maintained for each Class. At the date of this Prospectus, the Company comprises one Fund, the Global Real Estate Feeder Fund. The Company has established nineteen Classes of Shares in respect of Global Real Estate Feeder Fund, as set out in the relevant Supplement. This Prospectus may be translated into other languages and such translations shall contain only the same information as this Prospectus. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the law of Ireland. INVESTOR RESPONSIBILITY Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisers in relation to (i) the legal requirements within their own countries for the purchase, holding, exchange, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchange, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisers if they have any doubts regarding the contents of this Prospectus. AUTHORISATION BY THE CENTRAL BANK The Company is authorised and regulated by the Central Bank as a designated investment company pursuant to Section 256 of Part XIII of the Companies Act, 1990 and has been established as an umbrella fund with segregated liability between sub-funds. The Company must comply with the aim of spreading investment risk in accordance with Section 253(2)(a) of the Companies Act 1990 Part XIII. Authorisation of the Company is not an endorsement or guarantee of the Company by the Central Bank, nor is the Central Bank responsible for the contents of the Prospectus. The Central Bank shall not be liable by virtue of its authorisation of this Company or by reason of the exercise of the functions conferred upon it by legislation in relation to this Company for any default of the Company. Authorisation of the Company does not constitute a warranty by the Central Bank as to the credit-worthiness or financial standing of the various parties to the Company. ii

3 DISTRIBUTION AND SELLING RESTRICTIONS The distribution of this Prospectus and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus or the accompanying application form in any such jurisdiction may treat this Prospectus or such application form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such application form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such application form could lawfully be used without compliance with any registration or other legal requirements. When marketing Shares in any territory of the EEA (other than Ireland) to Professional Investors that are domiciled or have a registered office in the EEA, the Investment Adviser intends to utilise marketing passports made available under the provisions of the AIFMD. Shares in the Company may only be marketed pursuant to such passports to Professional Investors in those territories of the EEA in respect of which a passport has been obtained. The Company is a collective investment scheme as defined in the Financial Services and Markets Act 2000 of the United Kingdom ( FSMA ) and a UK marketing passport may be obtained pursuant to the AIFMD. It has not been authorised, or otherwise recognised by the Financial Conduct Authority ( FCA ) and its Shares cannot be marketed in the UK to the general public. The communication in the UK of this Prospectus (A) if made by a person who is not an authorised person under FSMA, may be made to only the following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the Financial Promotion Order ), (ii) persons falling within any of the category of persons described in Article 49 of the Financial Promotion Order and (iii) any other person to whom it may otherwise lawfully be made to and (B) if made by a person who is an authorised person under FSMA, may be made to only the following persons: (i) persons falling within one of the categories of Investment Professionals as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemption) Order 2001 (the Promotion of CISs Order ), (ii) persons falling within any category of persons described in Article 22 of the Promotion of CISs Order and (iii) any other person to whom it may otherwise lawfully be made in accordance with the Promotion of CISs Order or pursuant to the rules of the FCA made pursuant to the FSMA. If you are not such a permitted recipient do not forward this document on to any other person and please return it to the person who provided it to you. The Shares have not been and will not be registered under the Securities Act of 1933 of the United States of America (as amended) (the 1933 Act ) or the securities laws of any of the States of the United States. The Shares may not be offered, sold or delivered directly or indirectly in the United States of America, its territories or possessions or in any State or the District of Columbia (the United States ) or to or for the account or benefit of any U.S. Person (as defined herein). Applicants for Shares will be required to certify they are not a U.S. Person. As the Company has not been registered under the United States Investment Company Act of 1940, as amended (the Investment Company Act ) its shares may not be offered or sold, directly or indirectly, in the United States of America or its territories or possessions or areas subject to its jurisdiction, or any U.S. Person. To ensure this restriction is maintained the Directors may require the mandatory repurchase of Shares beneficially owned by U.S. Persons. RELIANCE ON THIS PROSPECTUS Shares in the Company are offered only on the basis of the information contained in this Prospectus, the Supplement for the relevant Fund and, after publication, the Company s latest audited annual accounts. Any further information or representations given or made by any dealer, broker or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representations in connection with the offering of iii

4 Shares in the Company other than those contained in this Prospectus and the Supplement for the relevant Fund and in any subsequent annual report for the Company and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the Investment Adviser, the Administrator or the Depositary. Statements in this Prospectus are based on the law and practice currently in force in Ireland at the date hereof and are subject to change. Neither the delivery of this Prospectus nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the Company have not changed since the date hereof. Prospective investors should read this Prospectus and the relevant Supplement before deciding whether to purchase shares. RISKS Investment in the Company carries with it a degree of risk. The value of Shares may go down as well as up, and investors may not get back the amount invested. Where preliminary fees are imposed, the difference between the cost of purchase of Shares and their redemption price may mean that an investment should be viewed as medium to long term. Investors should note that an investment in their Funds which may invest in property or property funds should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The attention of investors is also drawn to the section entitled Investment Risks below and the Fund specific risks set out in the relevant Supplement. iv

5 DIRECTORY Standard Life Investments ICVC plc Registered Office 70 Sir John Rogerson s Quay Dublin 2 Ireland DIRECTORS Andrew Curtin Jennifer Richards Stephen Campbell Michael Mc Kenna AIFM Standard Life Investments (Mutual Funds) Limited 1 George Street Edinburgh EH2 2LL Scotland INVESTMENT ADVISER AND DISTRIBUTOR Standard Life Investments Limited 1 George Street Edinburgh EH2 2LL Scotland DEPOSITARY BNY Mellon Trust Company (Ireland) Limited Guild House Guild Street IFSC Dublin 1 Ireland ADMINISTRATOR BNY Mellon Fund Services (Ireland) Designated Activity Company Guild House Guild Street IFSC Dublin 1 Ireland AUDITORS PricewaterhouseCoopers P.O. Box 1283 Georges Quay Dublin 2 Ireland LEGAL ADVISORS Matheson 70 Sir John Rogerson s Quay Dublin 2 Ireland COMPANY SECRETARY Matsack Trust Limited 70 Sir John Rogerson s Quay Dublin 2 Ireland v

6 INDEX SECTION PAGE Important Information... ii Directory... v Investment Objectives and Policies... 1 The Company... 2 Investment Restrictions... 4 Management and Administration... 6 Fees and Expenses Subscriptions Investment Risks Dividend Distribution Policy Borrowing Policy Determination and Publication and Temporary Suspension of Net Asset Value Redemption and Transfers of Shares Taxation General Appendix I Definitions Appendix II Regulation S Definition of U.S. Person Appendix III Efficient Portfolio Management vi

7 INVESTMENT OBJECTIVES AND POLICIES INVESTMENT OBJECTIVES AND POLICIES The Company is an umbrella investment company and the investment objectives and policies for each Fund are formulated by the Company at the time of creation of each Fund and will be specified in the relevant Supplement to the Prospectus. CHANGE IN INVESTMENT OBJECTIVE OR POLICIES The Directors will not change the investment objective of a Fund or materially change the investment policies of a Fund at any time without the approval of an ordinary resolution of the Shareholders of that Fund. In the event of any change of investment objective and/or policies a reasonable notification period must be provided by the Company to enable Shareholders to redeem their Shares prior to the implementation of these changes. Where specified in the relevant Supplement, in addition, and to the extent only that the Investment Adviser deems consistent with the investment policies of a Fund, a Fund may utilise for the purposes of efficient portfolio management and/or short-term investment purposes, the investment techniques and instruments described in Appendix III. Such investment techniques and instruments may include financial derivative instruments. The expected effect of utilising financial derivative instruments for the purposes of efficient portfolio management is a reduction in the volatility of the Funds Net Asset Values. 1

8 THE COMPANY The Company is an umbrella investment company with segregated liability between sub-funds and variable capital incorporated in Ireland on 23 April 2008 under registration number The Company is a retail alternative investment fund for the purposes of AIFMD and has appointed Standard Life Investments (Mutual Funds) Limited to be its AIFM. The Company is authorised by the Central Bank and was originally structured as a qualifying investor fund and was converted to a non- UCITS retail fund with effect from 11 June 2012, and subsequently converted to a retail alternative investment fund on 4 December The Company is an umbrella fund, which may comprise different Funds, each with one or more classes of Shares. Different classes of Shares may be issued from time to time with the prior notification to and clearance of the Central Bank. Each Class represents interests in a Fund. Prior to the issue of any Shares, the Company will designate the Fund in relation to which such Shares shall be issued. Each Share will represent a beneficial interest in the Fund in respect of which it is issued. A separate Fund with separate records and accounts will be maintained and assets in such Fund will be invested in accordance with the investment objectives applicable to such Fund. Separate audited accounts of each Fund shall be prepared for inclusion in the annual report of the Company. At the date of this Prospectus, the Company comprises a single Fund: the Global Real Estate Feeder Fund. The Company has established the nineteen Classes of Shares in respect of the Global Real Estate Feeder Fund as set out in the relevant Supplement. The establishment of any new Funds require the approval of the Central Bank. The Board of Directors is responsible for managing the business affairs of the Company. Under the Articles, the Directors have delegated (i) the management of the assets and Investments of the Company to the Investment Adviser; (ii) the day-to-day administration of the Company s affairs (including the calculation of the Net Asset Value and the Net Asset Value per Share, Shareholder registration and transfer agency services and related services) to the Administrator; and (iii) the safekeeping of the assets of the Company to the Depositary. The directors of the Company are: Jennifer Richards. Ms. Richards joined the Investment Adviser in January 2004 as head of Standard Life Investments, Ireland. In this role, Ms. Richards has responsibility for the management of Standard Life Investments client servicing, business development and group support activities in Ireland. Prior to joining Standard Life Investments, Ms. Richards worked as a senior portfolio manager with Allied Irish Bank Investment Managers. Ms. Richards graduated from University of Wales, Aberystwyth with an honours degree in Statistics (BSc) and holds an MSc degree in Investment and Treasury from Dublin City University. Andrew Curtin. Mr.Curtin is the independent director of a number of Irish regulated entities. From 2009 to 2012 he was Managing Director of ANP International Finance Limited, a specialist trade finance and proprietary asset management business. Previous to that Mr. Curtin was Head of Credit Investments at Anglo Irish Bank in Dublin. He held various positions with Citibank in London, Amsterdam and Jakarta from 1989 to Mr. Curtin graduated from University College Dublin with an honours degree in economics and is a Chartered Director. Stephen Campbell. Mr Campbell began his career as a trainee chartered accountant with Deloitte & Touche. Following qualification and a period at the firm s financial services regulatory consulting group, he joined HSBC Holdings plc where he conducted internal audits of the Global Treasury and Investment Banking functions. During this period, Mr Campbell worked extensively in Europe, the Middle East, the United States of America, Asia and Australia. Stephen joined Standard Life Investments, in 2002 to establish the Operational Risk team. He then took an extension to this role as a senior manager in the company secretarial team which gave him additional responsibilities in relation to Standard Life Investments corporate governance arrangements. In 2008 Mr Campbell established the Investment Management Services Money Markets and Foreign Exchange team to support Standard Life s global treasury and Standard Life Investments pooled regulated money 2

9 market funds. In 2010 Mr Campbell was appointed Investment Director Product Management and Governance, a role in which he is responsible for all governance activities across Standard Life Investments pooled regulated funds. Michael McKenna. Mr McKenna joined the Investment Adviser as financial controller in October Prior to joining Standard Life Ireland Limited, he was employed by PricewaterhouseCoopers Dublin (April 2008 October 2008 and February 2003 July 2004) and Edinburgh (August 2004 March 2008) where he held positions as senior manager and manager. Mr. McKenna is a fellow of the Institute of Chartered Accountants of Ireland and holds a Bachelor of Commerce and a Master of Accounting from University College Dublin. 3

10 INVESTMENT RESTRICTIONS Without prejudice to the Company s ability to invest through special purpose companies, the Company may not acquire shares carrying voting rights which would enable it to exercise a significant influence of the management of an issuer. The Company must comply with the aim of spreading investment risk in accordance with Section 253(2)(a) of the Companies Act 1990 Part XIII. The Company may not take or seek to take legal or management control of the issuer of any of its underlying Investments. In addition, each Fund shall be subject to the following investment restrictions: (1) unless specified in the relevant Supplement as a Fund which may invest in excess of 30% of its assets in another investment fund, or as a fund of unregulated funds, within the meaning of the AIF Rulebook, a Fund may invest no more than 20% of its assets in other regulated collective investment schemes; (2) where a Fund is specified as a feeder fund in the relevant Supplement, the Fund may invest up to 100% of its assets in a single collective investment scheme; (3) where a Fund is specified to be a fund of funds in the relevant Supplement, the 20% limit referred to in paragraph 1 above may be raised to 30% for one of the regulated collective investment schemes into which it invests; (4) a Fund may not invest more than 10% of its assets in other unregulated collective investment schemes; (5) Where a Fund invests more than 30% in other collective investment schemes, the schemes in which it invests shall not in turn be permitted to invest more than 30% in other investment funds; (6) a Fund may not invest more than 20% of its assets in securities which are not listed or traded on a market approved by the Central Bank; (7) subject to paragraphs 2 and 3 above, and 7 and 8 below, a Fund may not invest more than 20% of its assets in securities issued by any one issuer; (8) a Fund may not maintain more than 10% of its assets on deposit with any one institution. This limit is increased to 30% for deposits with, or securities evidencing deposits issued by, or securities guaranteed by the following: a credit institution authorised in the European Economic Area ( EEA ) (European Union Member States, Norway, Iceland and Liechtenstein), a credit institution authorised within a signatory state (other than a Member State of the EEA to the Basle Capital Convergence Agreement of July 1988 (including Switzerland, Canada, Japan, United States), a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand; the Depositary; or a credit institution which is an associated or related company of the Depositary, on a case-by-case basis. Related companies/institutions shall be regarded a single issuer for the purposes of this subsection (7); (9) a Fund may not own more than 20% of any class of security issued by any single issuer, unless the issuer is an open-ended collective investment scheme; (10) a Fund may, with the approval of the Central Bank, invest up to 100% of its assets in different securities issued or guaranteed by a sovereign government or its agencies or by any supranational or public international bodies; (11) a Fund cannot engage in short sales; (12) the borrowings of a Fund may not exceed 25% of its net asset value, unless a lower limit is specified in the relevant Supplement; and 4

11 (13) a Fund may not acquire any shares or units carrying voting rights which would enable it to exercise significant influence over the management of an issuer. (13) Any additional specific investment restrictions for a particular Fund will be specified in the relevant Supplement for that Fund. The Directors may at their absolute discretion from time to time impose such further investment restrictions as shall be compatible with or in the interest of the Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located, provided that the general principle of diversification in respect of the Company s assets is adhered to. The investment restrictions referred to above are deemed to apply at the time of purchase of the Investments. If such limits are exceeded the Company must adopt, as a priority objective, the remedying of the situation, taking due account of the interests of Shareholders. In the event that the investment restrictions referred to above are breached, details of such breach shall be made available on the Investment Adviser s web-site, within 8 (eight) days of the breach occurring. 5

12 MANAGEMENT AND ADMINISTRATION THE AIFM Standard Life Investments (Mutual Funds) Limited (the AIFM ) is authorised and regulated by the FCA in the conduct of its regulated activities in the United Kingdom and has been authorised by the FCA to act as an AIFM. The AIFM has been appointed by the Company as alternative investment fund manager to perform portfolio and risk management functions as well as activities related to the assets of the Company. The AIFM is a private limited company incorporated under the laws of Scotland. It is regulated by the FCA in the United Kingdom. It manages and advises on the investment of managed funds and as at 31 March 2014 had assets under management of Stg 51.6 billion. The AIFM is responsible for the portfolio management and the risk management function of the Company. The AIFM is also responsible for ensuring compliance with the AIFMD. The AIFM covers potential professional liability risks resulting from those activities the AIFM carries out pursuant to the AIFMD, as transposed by the AIFMD Regulations, through own funds. As of the date of the Prospectus, the AIFM has also been appointed to act as management company and/or alternative investment fund manager for other investments funds the list of which is available, upon request, at the registered office of the Company and of the AIFM. The AIFM shall ensure compliance of the Company with the investment restrictions and oversee the implementation of the Company's strategies and investment policy. The AIFM will receive periodic reports from the Company s services providers in relation to the services which they provide. The AIFM Agreement is governed by the laws of Ireland and the courts of Ireland shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the AIFM Agreement. The AIFM is subject to remuneration policies, procedures and practices (together, the Remuneration Policy ). The Remuneration Policy is consistent with and promotes sound and effective risk management. It is designed not to encourage risk-taking which is inconsistent with the risk profile of the Fund. The Remuneration Policy applies to staff whose professional activities have a material impact on the risk profile of the AIFM or the Fund. THE INVESTMENT ADVISER The AIFM has appointed Standard Life Investments Limited as investment adviser to the Company responsible for providing discretionary investment management and advisory services to the AIFM for and on behalf of the Company. Standard Life Investments Limited also serves as Distributor of the Company. The Investment Adviser is a private limited company incorporated under the laws of Scotland. It is regulated by the FCA in the United Kingdom. It manages and advises on the investment of managed funds and as at 31 December 2010 had assets under management of Stg 159 billion. The Investment Adviser manages the investment and reinvestment of the assets of the Fund on behalf of the Company and reviews, supervises and administers all Investments. The Investment Adviser is responsible for placing orders for the purchase and sale of Investments directly with brokers or dealers selected by them at their discretion. The Investment Advisory Agreement dated 4 December 2014 between the AIFM and the Investment Adviser, (the Investment Advisory Agreement ) provides that the Investment Adviser shall not be liable to the Company or any Shareholder of the Company or otherwise for any error of judgement or loss suffered by the Company or any such Shareholder in connection with the subject matter of the Investment Advisory Agreement or any matter or thing done or omitted to be done by the Investment 6

13 Advisor under the Investment Advisory Agreement unless such loss or disadvantage arose from the negligence, fraud or wilful default of the Investment Advisor in the performance or non-performance by the Investment Advisor or persons designated by it of its obligations or duties under the Investment Advisory Agreement. The Investment Advisory Agreement provides that the appointment of the Investment Adviser may be terminated by either party by 90 days written notice. In certain circumstances set out in the Investment Advisory Agreement either party may terminate the Investment Advisory Agreement by notice in writing (in accordance with the procedure set out in the Investment Advisory Agreement) upon the occurrence of certain events as specified in the Investment Advisory Agreement such as the liquidation of either party. The Investment Advisory Agreement also provides that the Investment Adviser has in operation a written complaints procedure in accordance with FCA requirements for the effective consideration and proper handling of complaints of an investment business nature from investors in the Company. If the complaint remains unresolved, the investor may then refer the matter to the Investment Ombudsman. The Investment Advisory Agreement contains certain indemnities in favour of the Investment Adviser (and each of its directors, officers, servants, employees, agents and appointees) which are restricted to exclude matters to the extent that they are attributable to the fraud, negligence or wilful default in the performance or non performance by the Investment Adviser (or persons designated by it) of its duties or obligations under the Investment Advisory Agreement. THE ADMINISTRATOR The Company has appointed BNY Mellon Fund Services (Ireland) Designated Activity Company (the Administrator ) as administrator and registrar of the Company pursuant to the administration agreement dated 25 April 2008 as amended by the amendment agreement amending the administration agreement dated 4 December 2014 (the Administration Agreement ). The Administrator is a private limited company incorporated in Ireland on 31 May Both the Administrator and the Depositary are wholly-owned indirect subsidiaries of The Bank of New York Mellon Corporation. BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and highnet-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team. As at 30 September 2015, it had US$28.5 trillion in assets under custody and administration and US$1.6 trillion in assets under management. The duties and functions of the Administrator, will include, inter alia, the calculation of the Net Asset Value and Net Asset Value per Share of each Fund, the provision of facilities for the certification and registration of Shares, the keeping of all relevant records and accounts of the Company as may be required with respect to the obligations assumed by it pursuant to the Administration Agreement, assisting the Auditors in relation to the audit of the financial statements of the Company and preparing such other reports, accounts and documents as may from time to time be required in relation to the Company and the Funds of the Company. The Administration Agreement provides that the appointment of the Administrator shall continue unless and until terminated by either party giving to the other not less than 180 days written notice although in certain circumstances the Administration Agreement may be terminated forthwith by notice in writing by either party to the other. The Administration Agreement contains certain indemnities in favour of the Administrator which are restricted to exclude matters arising by reason of the negligence, bad faith, wilful default or fraud of the Administrator or any of its directors, officers or employees in the performance of its functions and services under the Administration Agreement. 7

14 The Depositary The Company has appointed BNY Mellon Trust Company (Ireland) Limited (the Depositary ) as depositary of the assets of the Company pursuant to a depositary agreement 4 December 2014 (the Depositary Agreement ). The Depositary is a private limited company incorporated in Ireland on 13 October As noted above, both the Administrator and the Depositary are wholly-owned indirect subsidiaries of The Bank of New York Mellon Corporation. The main activity of the Depositary is to act as custodian of the assets of collective investment schemes. The Depositary is obliged to ensure, inter alia, that Shares are issued, redeemed and valued, and income is applied in accordance with the Memorandum and Articles and the Acts. Under the Act, the Depositary is obliged to enquire into the conduct of the Company in each financial year and to report thereon to the Shareholders stating whether in the Depositary s opinion the Company has been managed in accordance with the limitations imposed on the investing and borrowing powers of the Company described in this Prospectus and in all other respects in accordance with the Memorandum and Articles and the Act and, if it has not been so managed, in what respects it has not been so managed and the steps which the Depositary has taken to rectify the situation. The Depositary is also responsible for monitoring the Company s cash flows, ensuring that all payments made by or on behalf of investors upon the subscription of Shares have been received. The Depositary must exercise due care and diligence in the performance of its duties and, other than in respect of the Safekeeping Function, as described in greater detail below, shall be liable to the Company and the Shareholders for any loss suffered by them arising from the negligence, wilful default, fraud, bad faith or recklessness in the performance of its obligations. Other than in respect of a loss of financial instruments held in custody as part of the Safekeeping Function for which the Depositary is liable under the provisions of the AIFMD, the Depositary shall be indemnified out of the assets of the relevant Fund and held harmless from and against all or any losses, liabilities, demands, damages, costs, claims or expenses whatsoever and howsoever arising in connection with the relevant Fund (including, without limitation, acting on proper instructions) other than by reason of its fraud, negligence, wilful default, bad faith or recklessness in the performance of such obligations. The Depositary shall not be liable to the Company or to Shareholders or any other person for consequential, indirect or special damages or losses arising out of or in connection with the performance or non-performance by the Depositary of its duties or obligations. The Depositary is also responsible for the safe-keeping of the assets of the Company which includes (a) holding in custody all financial instruments that can be registered in a financial instrument account opened in the Depositary's books and all financial instruments that can be physically delivered to the Depositary; and (b) for other assets, verifying the ownership of such assets and the maintenance of a record accordingly (the "Safekeeping Function") and for other oversight duties. The Depositary is liable to the Funds for the loss of financial instruments of the Funds which are held in custody as part of the Safekeeping Function (irrespective of whether or not the Depositary has delegated its Safekeeping Function in respect of such financial instruments), save where this liability has been discharged to a delegate as described below or where the loss of financial instruments arises as a result of an external event beyond the Depositary s reasonable control, as provided for under the AIFMD. The Depositary may delegate to third parties the safe-keeping of the assets of the Company, subject to the conditions laid down in the AIFMD and, in particular, that such third parties are subject to effective prudential regulation (including minimum capital requirements, supervision in the jurisdiction concerned and external periodic audit) for the custody of financial instruments. The identity of such delegates may be obtained upon request to the Company or the Depositary. The Depositary s liability shall not be affected by any such delegation mentioned in the above paragraph. However, The Depositary may discharge its liability in case of loss of assets held in custody with delegates provided that: (i) all requirements for the delegation of its safe-keeping services set forth above are met; 8

15 (ii) (iii) the written contract between the Depositary and the relevant delegate expressly transfers the liability of the Depositary to that delegate and makes it possible for the Company to make a claim against that delegate in respect of the loss of assets or for the Depositary to make such a claim on behalf of the Company; and there are objective reasons for such discharge of liability which are: o o limited to precise and concrete circumstances characterising a given activity; and consistent with the Depositary s policies and decisions. Such objective reasons shall be established each time the Depositary intends to discharge itself of liability. The Company will ensure that investors are informed of any arrangement made by the Depositary to contractually discharge its liability before they subscribe for Shares. The Company will also ensure that Shareholders are informed of any changes with respect to the Depositary s liability without delay. Where the laws of a third country requires that certain financial instruments be held in custody by a local entity and no local entities satisfy these delegation requirements, the Depositary may delegate its functions and discharge its liability to such a local entity only to the extent required by the law of the third country and only for as long as there are no local entities that satisfy these delegation requirements. Furthermore, the Depositary will only delegate the custody of financial instruments to such a third party not satisfying these delegation requirements upon instruction of the Company. The identity of such delegates may be obtained upon request to the Company or the Depositary. The Depositary has a right under the Depositary Agreement to retire at any time on 90 days notice to the Company. If at the end of that three month period no successor trustee acceptable to the Central Bank has been identified, the Depositary may serve notice on the Shareholders informing them that all outstanding Shares shall be redeemed and the Company terminated. The Depositary may not retire until authorisation of the Company has been revoked by the Central Bank. The Depositary shall cease to hold office in the event of the appointment by the Central Bank of a new Depositary under the Acts. The Depositary may be removed by the Company (with the approval of the Central Bank) in certain circumstances described in the Depositary Agreement, such as the insolvency or winding up of the Depositary. The Distributor The Company has appointed Standard Life Investments Limited as distributor of the Shares in the Funds of the Company. Standard Life Investments Limited also serves as the Investment Adviser of the Company. The Marketing and Distribution Agreement dated 25 April 2008 between the Company and Standard Life Investments Limited (the Distribution Agreement ) provides that the appointment of Standard Life Investments Limited as a marketing and distribution agent will continue unless and until terminated by either party giving to the other party not less than 90 days written notice although in certain circumstances the Distribution Agreement may be terminated forthwith by notice in writing by either party to the other. The Distribution Agreement contains certain indemnities in favour of Standard Life Investments Limited as marketing and distribution agent which are restricted to exclude matters arising by reason of the fraud, negligence or wilful default on the part of Standard Life Investments Limited, its servants or agents in the performance of its obligations and duties as distributor. Local regulations in EEA Member States may, from time to time, require the appointment of paying agents and/or other local agents and the maintenance of accounts by such agents through which subscriptions and redemption monies may be paid. Such local intermediaries shall be appointed in accordance with the requirements of the Central Bank. 9

16 The fees of any such intermediate entity will be at normal commercial rates and will be borne by the Shareholders who will avail of the services provided by such agent. In certain circumstances such fees may be borne by the Company out of the assets of the relevant Fund or Funds. In such circumstances, the agreement appointing such local intermediary will provide either that all Shareholders may avail of the services provided by such agent or that the fee will only be payable out of the Net Asset Value attributable to the class or classes of the Company in respect of which all Shareholders are entitled to avail of such services. Investors who choose or are obliged under local regulations to pay/receive subscription/redemption monies via such an intermediary entity rather than directly to or from the Depositary (e.g. a subdistributor or agent in the local jurisdiction) will bear a credit risk against that intermediate entity with respect to (a) subscription monies prior to the transmission of such monies to the Depositary and (b) redemption monies payable by such intermediate entity to the relevant investor. 10

17 FEES AND EXPENSES INVESTMENT MANAGEMENT FEES Details of the investment management fees applicable to each Fund are specified in the relevant Supplement. ADMINISTRATION FEES The Administrator shall be entitled to receive, out of the assets of each Fund, a monthly fee which shall accrue daily and be payable monthly in arrears at a rate which shall not exceed 0.03% per annum of the Net Asset Value of each Fund. This fee may be waived by the Administrator for such period or periods of time as may be agreed between the Company and the Administrator from time to time. The Administrator is also entitled to be reimbursed by the Funds for certain transaction charges, and all reasonable disbursements and out of pocket expenses. The administration fees shall be subject to an annual minimum fixed fee of 45, plus 2, per seeded share class per annum. DEPOSITARY S FEES The Depositary shall be entitled to a monthly fee in respect of its depositary and trustee services out of the assets held on behalf of each Fund in an amount which shall not exceed 0.4% per annum of the Net Asset Value of each Fund. The Depositary fee shall accrue daily and be payable monthly in arrears. The Depositary fees shall be subject to an annual minimum custody related fixed fee of 28,000 and an annual minimum depositary services fixed fee of 25,000. In addition to such remuneration, the Depositary shall be entitled to receive transaction based charges and certain service fees at normal commercial rates, and shall be reimbursed by the Funds for all of its reasonable disbursements, including the fees and expenses of any sub-custodian (which shall be at normal commercial rates) and transaction charges (which shall also be at normal commercial rates) levied by the sub-custodian and which shall be payable by the Fund. PRELIMINARY FEE In the event that a preliminary fee is imposed in respect of a Fund, this will be disclosed in the relevant Supplement. REPURCHASE FEE In the event that a repurchase fee is imposed in respect of a Fund, this will be disclosed in the relevant Supplement. OPERATING EXPENSES Each Fund will pay organisational expenses incurred with the preparation of the initial offering of Shares in respect of that Fund as specified in the relevant Supplement. The Company will also pay certain other costs and expenses incurred in its operation, including without limitation, withholding taxes that may arise on Investments, clearing and registration fees and other expenses due to regulatory, supervisory or fiscal authorities in various jurisdictions, insurance, interest, brokerage costs, annual audit fees, promotional and marketing expenses and all professional and other fees and expenses in connection therewith and the cost of publication of the Net Asset Value of the Shares. Such charges will be at normal commercial rates and where appropriate may be accrued on a periodic basis. The AIFM and the Investment Adviser may, at their discretion, contribute directly towards the expenses attributable to the establishment and/or operation of the Company and/or the marketing, distribution and/or sale of Shares and may from time to time at their sole discretion waive part of their respective fees in respect of any particular payment period. The AIFM and the Investment Adviser will be entitled to be reimbursed by the Company in respect of any such expenses borne by them. 11

18 Under the Articles, the Directors are entitled to a fee as remuneration for their services as Directors at a rate to be determined from time to time by the Directors and which shall accrue daily and be paid annually in arrears. The aggregate amount of Directors remuneration in any one year shall not exceed 75,000. It is expected that aggregate amount of Directors current remuneration will be approximately 25,000 but may be increased to 75,000 without notice to Shareholders. The Directors and any alternate Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any other meetings in connection with the business of the Company. In the case of the Company, Jennifer Richards, Stephen Campbell and Michael McKenna have elected to waive their directorship fees. MULTIPLE LEVELS OF FEES AND EXPENSES A Fund may invest its assets in other funds and investors may be subject to higher fees arising from a layered investment structure. Details of fees and expenses payable directly and indirectly by investors (including without limitation, the investment management fee, custodian fee and directors fees and expenses) will be set out in the relevant Fund supplement. Where the Fund invests its assets in another fund which is managed by the AIFM or the Investment Adviser (or by entity associated or related to either the AIFM or the Investment Adviser), the Investment Adviser (or its associate or related entity) must waive any investment management fee applicable in relation to the purchase of shares in that fund. Any commission received by the the AIFM or the Investment Adviser (or its associate or related entity) by virtue of any such investment in another fund must be paid into the property of the Fund. 12

19 SUBSCRIPTIONS At the date of this Prospectus, the Company comprises one Fund, the Global Real Estate Feeder Fund. The Company has established nineteen Classes of Shares in respect of the Global Real Estate Feeder Fund, as set out in the relevant Supplement. The Directors are given authority to effect the issue of Shares of any Class or Series and to create new Classes on such terms as they may from time to time determine and on prior notice to and clearance in advance by, and in accordance with the requirements of the Central Bank. Issues of Shares will be made with effect from a Dealing Day. Details in respect of the minimum subscription amount for each Fund and/or Class are set out in the relevant Supplement for each Fund. Details in respect of applications and subscriptions for shares in the Fund are also set out in the relevant Supplement for each Fund. All subscription into the Funds must be paid into the Umbrella Cash Collection Account, and applicants should note the information in relation to the operation of and risks associated with the Umbrella Cash Collection Account set out under the heading The Umbrella Cash Account in the section headed General. Applications for Shares should be made on the application form (which is available from the Administrator or the Distributor) which should be posted or sent by facsimile or via a trading platform if available (with the original application form and supporting documentation in relation to anti-money laundering procedures sent by post immediately thereafter) to the Company c/o of the Administrator (unless otherwise stated in the relevant Supplement). The address for the Administrator is shown below. Any amendment to the details set out in the application form shall not be effected unless notified in writing, by an authorised signatory of the Shareholder, to the Administrator and such amendment will not be effected unless and until the Administrator is in receipt of the original document. Redemption proceeds will not be paid until the application form has been received by the Administrator and all documentation required by the Company (including any documents in connection with anti-money laundering procedures) and the anti-money laundering procedures have been completed. Administrator: C/o Transfer Agency Dept BNY Mellon Fund Services (Ireland) Designated Activity Company Guild House Guild Street IFSC Dublin 1 Ireland Tel: Fax: The application form will contain a declaration of residence in a form required by the Irish Revenue Commissioners. Failure to complete the declaration of residence and forward the original application form by post will result in the Company being treated by the Irish Revenue Commissioners as not having received a valid Declaration. The consequences of this for the Shareholder are that the Company will be obliged to withhold tax (in relation to any gain made on the Shareholder s account) on any payments made to that Shareholder as if the Shareholder were an Irish resident non-exempt Investor. Full details of the rates at which tax would be withheld are contained under the heading Irish Resident Non-Exempt Investors. Investors are therefore advised to forward original application forms by post as soon as possible following submission of a faxed application form. The Company may issue fractional shares (rounded to three decimal places). If Shares are issued in return for Investments, the Directors are entitled to add a charge in respect of any fiscal duties and charges incurred in connection with any permitted exchange of Investments for Shares. 13

20 A contract note will be sent to applicants within three (3) Business Days of the relevant Dealing Day provided that the original application form and relevant anti-money laundering documentation have been received. The contract note will provide full details of the transaction and a Shareholder number. The Shareholder number should be used for all future dealings with the Company and the Administrator. Shares are issued in registered but uncertificated form. The uncertificated form enables the Company to deal with requests for redemption without undue delay and thus investors are recommended to hold their Shares in uncertificated form. The number of Shares issued will be rounded to three decimal places and any surplus money will be credited to the Company to defray administration costs. The Company may, at its discretion, from time to time make arrangements for the issue of Shares to any person by way of exchange for Investments held by him upon such terms as the Directors may think fit but subject to and in accordance with the following provisions:- (i) (ii) (iii) (iv) (v) Shares shall not be issued until the Investments have been vested in the Depositary or its nominee or sub-custodian to the Depositary s satisfaction; subject to the foregoing any such exchange shall be effected on terms that the number of Shares to be issued shall be the number which would have been issued for cash at the current price against payment of a sum equal to the value of the Investments transferred less such sum as the Directors may consider represents an appropriate provision for any fiscal brokerage, registration or other expenses as aforesaid to be paid out of the assets of the relevant Fund in connection with the vesting of the Investments; the Investments to be transferred to the Company for the account of the relevant Fund shall be valued on such basis as the Directors may decide so long as such value does not exceed the highest amount that would be obtained on the day of the exchange by applying the method of calculating the value of Investments as set out under the heading Determination and Publication and Temporary Suspension of Net Asset Value ; the nature of the Investments to be transferred for the account of the relevant Fund would qualify as Investments of such Fund in accordance with its investment objective, policies and restrictions; and the Depositary shall be satisfied that the terms of such exchange should not be such as are likely to result in any prejudice to the existing Shareholders. Measures aimed towards the prevention of money laundering may require a detailed verification of the applicant s identity. Depending on the circumstances of each application, a detailed verification might not be required where (i) the applicant makes the payment from an account held in the applicant s name at a recognised financial institution or (ii) the application is made through a recognised intermediary. These exceptions will only apply if the financial institution or intermediary referred to above are within a country recognised by Ireland as having equivalent anti-money laundering regulations. The Company (and the Administrator or the Distributor acting on behalf of the Company) reserves the right to request such information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Company (and the Administrator or the Distributor acting on behalf of the Company) may refuse to accept the application and all subscription monies. By way of example an individual may be required to produce a copy of a passport or identification card duly certified by a notary public, together with evidence of his/her address such as a utility bill or bank statement and date of birth. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and residential and business addresses of all Directors. Shares will generally not be issued or transferred to any U.S. Person, except that the Board of Directors may authorise the purchase by, or transfer of Shares to, a Permitted U.S. Person provided that: (i) such purchase or transfer does not result in a violation of the 1933 Act, FATCA or the 14