THREADNEEDLE PROPERTY UNIT TRUST

Transcription

1 PROSPECTUS JANUARY 2018 THREADNEEDLE PROPERTY UNIT TRUST COLUMBIATHREADNEEDLE.COM

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3 Importat Iformatio If you are i ay doubt about the cotets of this Prospectus you should cotact your discretioary ivestmet maager, beefit cosultat, stockbroker, bak maager, solicitor, accoutat or other fiacial advisor. This Prospectus is prepared, ad a copy of it has bee set to the Jersey Fiacial Services Commissio (the Commissio ), i accordace with the Collective Ivestmet Fuds (Certified Fuds Prospectuses) (Jersey) Order The Jersey Fiacial Services Commissio does ot take ay resposibility for the fiacial soudess of the fud or for the correctess of ay statemets made or expressed i this Prospectus. The applicat is strogly recommeded to read ad cosider this Prospectus before completig a applicatio. The Maager, the Trustees ad the Admiistrator are registered to coduct fud services busiess uder the Fiacial Services (Jersey) Law 1998, as ameded ( FS Law ). The Trustees hold a fud certificate i respect of the Fud issued by the Commissio uder the Collective Ivestmet Fuds (Jersey) Law 1988 as ameded (the Fuds Law ). The Commissio is protected by the Fuds Law ad the FS Law agaist liability arisig from the discharge of its fuctios uder the Fuds Law ad the FS Law. The Fud is a uregulated collective ivestmet scheme i the Uited Kigdom. I additio, promotio of Uits i the Fud by authorised persos is subject to the restrictios o the promotio of collective ivestmet schemes ad o-maistream pooled ivestmets made by the UK Fiacial Coduct Authority (the NMPI Regulatios ). Uits may ot be offered or sold i the Uited Kigdom except as permitted by the Fiacial Services ad Markets Act 2000 ad the regulatios made thereuder ad as permitted by the NMPI Regulatios. This Prospectus may ot be commuicated to ay perso i the Uited Kigdom except i circumstaces permitted by that Act or those regulatios or to a perso to whom this Prospectus may otherwise lawfully be issued i the Uited Kigdom. The distributio of this Prospectus ad the offerig of the Uits i certai jurisdictios may be restricted. Persos ito whose possessio this Prospectus comes are required to iform themselves about ad to observe ay such restrictios. This Prospectus does ot costitute a offer or solicitatio by ayoe i ay jurisdictio i which such offer or solicitatio is ot authorised or to ay perso to whom it is ulawful to make such offer or solicitatio. The Uits have ot bee registered uder the Securities Act of 1933 of the Uited States of America ad, except i the case of a trasactio which does ot violate US securities laws, it is prohibited for the Maager or ay other perso to offer ay Uits for sale, or to sell ay Uits to ay other perso for offerig or re-sale, directly or idirectly, i the Uited States of America or to ay US Perso. US Persos are ot ormally admitted to participatio i the Fud. For the purpose of this paragraph, the Uited States of America icludes its possessios, its territories ad all areas subject to its jurisdictio ad a US Perso is a residet of the Uited States of America or a corporatio or partership orgaised uder the laws of the Uited States of America. It should be remembered that the price of the Uits ad the icome from them ca go dow as well as up ad that ivestors may ot receive, o the realisatio of their Uits, the amout that they ivested. Your attetio is draw to the Risk Warigs sectio of this Prospectus. The Maager has take all reasoable care to esure that the facts stated herei are true ad accurate i all material respects ad that there are o other material facts, the omissio of which would make misleadig ay statemet herei whether of fact or opiio. No applicatio has bee made for the Uits ow beig offered for subscriptio to be listed or otherwise dealt i o ay Stock Exchage. This Prospectus should be read i cojuctio with the most recet set of published accouts of the Fud. The Maager is ot authorised to carry o ivestmet busiess i the Uited Kigdom ad ivestors are advised that the protectios afforded by the Uited Kigdom regulatory system may ot apply to a ivestmet i the Fud ad compesatio will ot be available uder the Uited Kigdom Fiacial Services Compesatio Scheme. Jauary 2018

4 Cotets Defiitios 4 Directory 5 Pricipal Features of the Fud 6 Fuctioaries 6 Maagemet of the Fud 8 Uit Dealigs 11 Calculatio of Subscriptio ad Realisatio Prices ad Valuatio of the Fud 13 Other Iformatio 14 3

5 Defiitios I this Prospectus uless the cotext requires otherwise: Accoutig Date meas 31 March i each year; Admiistrator meas BNP Paribas Securities Services S.C.A., Jersey Brach; AIFM meas the alterative ivestmet fud maager uder Directive EU/2011/61 (the Alterative Ivestmet Fud Maagers Directive), as ameded from time to time; Busiess Day meas a day o which baks are geerally ope for busiess i Jersey ad Lodo; Fud meas Threadeedle Property Uit Trust; Ivestmet Advisor meas Threadeedle Portfolio Services Limited; Maager meas Threadeedle Ivestmets (Chael Islads) Limited; Pricig Day meas a day as at which Subscriptio ad Realisatio Prices are calculated, ormally the last Busiess Day of each moth; Realisatio Price meas the price at which a Uit may be realised, calculated as explaied i the sectio Calculatio of Subscriptio ad Realisatio Prices ad Valuatio of the Fud ; Subscriptio Price meas the subscriptio price of a Uit, calculated as explaied i the sectio Calculatio of Subscriptio ad Realisatio Prices ad Valuatio of the Fud ; Trustees meas BNP Paribas Securities Services Trust Compay (Jersey) Limited ad BNP Paribas Securities Services Trust Compay Limited; US Perso has the meaig give above i the itroductio to this Prospectus; Uit meas a uit i the Fud; Uitholder meas a registered holder of a Uit. 4

6 Directory The Fud (regulated by the Jersey Fiacial Services Commissio) Threadeedle Property Uit Trust Maager ad AIFM (regulated by the Jersey Fiacial Services Commissio) Threadeedle Ivestmets (Chael Islads) Limited Registered Office IFC 1 The Esplaade St Helier Jersey JE1 4BP Tel: Fax: Admiistrator/Registrar (regulated by the Jersey Fiacial Services Commissio) BNP Paribas Securities Services S.C.A., Jersey Brach IFC 1 The Esplaade St Helier Jersey JE1 4BP Registered Office ad Pricipal place of busiess: IFC 1 The Esplaade St Helier Jersey JE1 4BP Chael Islads Tel: Fax: Trustees (regulated by the Jersey Fiacial Services Commissio) Registered Office ad Pricipal place of busiess: BNP Paribas Securities Services Trust Compay (Jersey) Limited IFC 1 The Esplaade St Helier Jersey JE1 4BP Chael Islads Tel: Fax: Registered Office ad Pricipal place of busiess: BNP Paribas Securities Services Trust Compay Limited IFC 1 The Esplaade St Helier Jersey JE1 4BP Chael Islads Tel: Fax: Ivestmet Advisor Threadeedle Portfolio Services Limited Cao Place 78 Cao Street Lodo EC4N 6AG Auditors PricewaterhouseCoopers CI LLP 37 Esplaade St Helier Jersey JE1 4XA Chael Islads Idepedet Valuer CBRE Limited Herietta House Herietta Place Lodo W1G ONB JLL Ltd 30 Warwick Street Lodo W1B 5NH Jersey Legal Advisors to the Fud Mourat Ozaes PO Box Greville Street St Helier Jersey JE4 8PX Chael Islads UK Legal Advisors to the Fud Hoga Lovells Iteratioal LLP Atlatic House 50 Holbor Viaduct Lodo EC1A 2FG CMS Camero McKea Nabarro Olswag LLP Cao Place 78 Cao Street Lodo EC4N 6AF 5

7 Pricipal Features of the Fud The followig is a summary of the pricipal features of the Fud ad should be read i cojuctio with the full text of this Prospectus. Structure The Fud is a uclassified ope-eded uit trust origially established uder Eglish law by a Trust Deed dated 15 Jue 1967 uder the ame Molis Property Uit Trust. The Fud subsequetly chaged its ame first to Sackville Property Uit Trust ad the to Threadeedle Property Uit Trust ad is ow govered by a fourth ameded ad restated trust istrumet uder Jersey law dated 4 December 2014 (as may be ameded from time to time) made betwee the Maager ad the Trustees (the Trust Istrumet ). The ature of the rights represeted by Uits i the Fud is that of a beeficial iterest uder a trust. The Uitholders have a right to the icome of the Fud as ad whe it arises. Eligible ivestors The Fud is ope to pesio fuds, isurace compaies ad other corporate ad istitutioal ivestors. Uits may also be issued to wealthy idividuals whom the Maager cosiders have appropriate experiece to ivest. The Maager has the right to exclude categories of perso (icludig US Persos) whose participatio may adversely affect the Fud. Ivestmet philosophy ad objectives The objective of the Fud is to provide Uitholders with a idirect ivestmet exposure to a diversified portfolio of property assets i the Uited Kigdom subject to the ivestmet restrictios set out i the Ivestmet powers ad restrictios sectio of this Prospectus. Currecy of Uits Pouds Sterlig. Miimum iitial ivestmet The miimum amout required for iitial ivestmet is 250,000 or such lesser amout as the Maager i its absolute discretio agrees (subject to a miimum limit of 25,000). The Maager will exercise its discretio o a case by case basis ad will ot ormally waive the 250,000 miimum uless it is satisfied that the ivestor has received fiacial advice or the ivestmet is made o a ivestor s behalf by a discretioary ivestmet maager. Subscriptios Subscriptios may be made with effect from the last Busiess Day of each moth (a Pricig Day ) at a price determied as at that day. Realisatios Uits will ormally be realised by referece to the fifth Pricig Day followig the realisatio request, at the Realisatio Price. The Maager has the optio to give effect to the request by: realisig assets to fud the realisatio proceeds; offerig the Uits to existig Uitholders or to potetial ivestors; or widig up the Fud. I the first two cases paymet is ormally made as soo as practicable followig the relevat Pricig Day. A realisig Uitholder will cotiue to be etitled to receive icome o his Uits util the relevat Pricig Day where paymet is received. Distributios Icome is allocated to Uitholders mothly ad is paid out at the ed of each quarter. Accoutig Date 31 March of each year. Accouts The currecy of accout is Pouds Sterlig. Aual audited Report ad Accouts will be set to Uitholders. Taxatio It is iteded to admiister ad maage the Fud so that it is ot subject to tax i Jersey or the UK o its capital gais. The icome of the Fud belogs directly to Uitholders ad is ot taxed i the hads of the Trustees. Uitholders may be subject to tax o such icome, ad o gais they realise i disposig of Uits, uder the law of the coutry i which they are residet or domiciled. Further detail regardig the tax implicatios of ivestig i the Fud is set out i the sectios Icome ad Taxatio i this Prospectus. Fuctioaries The Trustees BNP Paribas Securities Services Trust Compay (Jersey) Limited is a compay icorporated (origially as Williams Gly Secretaries & Registrars (C.I.) Limited) i Jersey o 3 November 1972 with limited liability uder the Compaies (Jersey) Law It has a issued ad fully paid-up share capital of 4,250,000 divided ito 4,250,000 shares of 1 each. BNP Paribas Securities Services Trust Compay Limited is a compay icorporated o 10 Jauary 1978 with limited liability uder the Compaies (Jersey) Law 1991, as ameded. It was origially icorporated with the ame S.G. Warburg & Co. (Jersey) Trustees Limited ad most recetly chaged its ame to 6

8 BNP Paribas Securities Services Trust Compay Limited o 2 July BNP Paribas Securities Services Trust Compay Limited has a authorised ad issued share capital of 250,000 divided ito 250,000 shares of omial value of 1.00 each, fully paid. The ultimate holdig compay of the Trustees is BNP Paribas S.A., a compay icorporated i Frace. The pricipal busiess of BNP Paribas Securities Services Trust Compay (Jersey) Limited is the provisio of corporate trust services. The pricipal busiess of BNP Paribas Securities Services Trust Compay Limited is the provisio of corporate trust services. The directors of BNP Paribas Securities Services Trust Compay Limited ad BNP Paribas Securities Services Trust Compay (Jersey) Limited are as follows: Myra Alletso, Ia Blackbur, Adrew Marti, Coli Merrie ad Nikita Coutache. The directors are all employed by BNP Paribas Securities Services S.C.A., Jersey Brach a paret compay of the Trustees. The directors of the Trustees are also directors of other compaies ad a full list of the directorships held by the directors of each Trustee may be ispected at the registered offices of the Trustees. The Maager Uder the terms of the Trust Istrumet, the Maager will act as maager of the Fud ad will provide maagemet, admiistratio ad discretioary ivestmet maagemet services. The Maager is the AIFM of the Fud for the purposes of the Alterative Ivestmet Fud Maagers Directive. The Maager is also resposible for maitaiig the register of Uitholders (the Register ) ad for the primary distributio of the Uits. The Maager is etitled to delegate these fuctios. The Maager is a compay icorporated i Jersey o 12 March 2002 with limited liability uder the Compaies (Jersey) Law The Maager has a authorised, issued ad fully paid-up share capital of 1,000,000. The ultimate holdig compay of the Maager is Ameriprise Fiacial, Ic., a corporatio icorporated i Delaware, USA. The Maager carries o the busiess of mutual fud maagemet ad admiistratio. The directors of the Maager are: Do Jordiso (UK) who is Maagig Director of Threadeedle Property Ivestmets. Do bega his career i 1982, at Prudetial, the joied Allied Dubar as a traiee property maager ad obtaied Associate Membership of the Royal Istitutio of Chartered Surveyors. I 1991 he became a Director resposible for the AD Uit Liked Life Property Fud. O the formatio of Threadeedle Property Ivestmets i 1994 by mergig the property ivestmet activities of Allied Dubar ad Eagle Star, Do joied as a foudig director. He has maaged the Zurich Assurace Ltd AP Pesio Fud sice He also maages Threadeedle Low Carbo Workplace Fud ad joitly maages Threadeedle UK Property Authorised Ivestmet Fud. Kevi Mudy (Jersey) who is a Idepedet No-Executive Director has over 25 years of experiece withi the Jersey Fiacial Services Idustry havig worked for BNP Paribas i seior maagerial roles for 12 years. Prior to this idepedet role he has bee a Director of BNP Paribas Securities Services Fud Admiistratio Limited, the Global Product Maager for Real Estate ad Private Equity, the Head of GC & GFS Products for Jersey, Guersey ad the IOM, Maagig Director of BNP Paribas Fud Services Jersey Limited ad a Director of BNP Paribas Jersey Trust Corporatio Limited, the Wealth Maagemet Trust Compay, where he headed up the Real Estate Fud Services busiess providig trustee services to a umber of Jersey Property Uit Trusts. He is a qualified Compay Secretary ad is a Associate of the Istitute of Chartered Secretaries ad Admiistrators. He is also a director of a umber of other Threadeedle Jersey based compaies. Richard Prosser is a director of Estera Trust (Jersey) Limited. Richard qualified as a Chartered Accout i Sice Jue 2000 Richard has bee a director ad shareholder of Estera Trust (Jersey) Limited. He is also a Fellow of the Istitute of Chartered Accoutats i Eglad ad Wales, a member of the Society of Trust ad Estate Practitioers ad a member of the Istitute of Directors. Richard has bee ivolved i the fiace idustry i Jersey for over 30 years ad has extesive experiece i dealig with offshore structures for high et worth families ad corporatios based throughout the world ad travels extesively to meet with settlor ad beeficiaries worldwide. He is o the board of a umber of compaies quoted i Lodo ad elsewhere icludig property compaies, hedge fuds ad Ivestmet Maagemet compaies. He is Chairma of Threadeedle Ivestmets (C.I.) Limited the Maager of the Threadeedle Property Uit Trust. He has also bee appoited as a Chairma of Aberdee Lati America Icome Fud Limited quoted i Lodo ad Damille Ivestmets II Limited a closed eded ivestmet compay listed o the Specialist Fud Market of the Lodo Stock Exchage ad Phoeix Spree Deutschlad Limited, a Germa Property Fud listed o the mai market of the Lodo Stock Exchage. Chris Morrogh (UK) who has bee Fud Maager of Threadeedle Property Uit Trust sice Chris graduated i 1985 with a BA i Lad Ecoomy ad the qualified as a Chartered Surveyor i He joied Allied Dubar i Jue 1992 as a ivestmet surveyor becomig 7

9 a Fud Maager i He was previously a member of the Maagemet Committee of the Associatio of Real Estate Fuds. Paul Le Marquad (Jersey) who is a idepedet No- Executive director with 28 years experiece i dealig with commercial real estate. Paul qualified as a Chartered Surveyor i 1986 ad spet 17 years workig i the UK, predomiatly for compaies withi BAA plc group, he was a Associate Director at Lyto plc, Assistat Group Property Director for BAA plc ad Head of Property Maagemet at Heathrow Airport. He retured to Jersey i 2001 to take up the role of Director of Property Fud Admiistratio for Mourat ad was subsequetly a Director of Sae Trust Compay Limited before becomig a idepedet No-Executive director i Jue Paul is regulated by the Jersey Fiacial Service Commissio to provide Director Services ad holds a Diploma i Compay Directio from the Istitute of Directors. Paul has cosiderable experiece ad expertise i the acquisitio, maagemet ad disposal of commercial real estate ivestmet properties ad his experiece spas offices, retail, idustrial, healthcare, hotel, leisure ad residetial properties. Paul is curretly o the board of a umber of compaies that ow UK real estate ivestmet properties ad/or are actively ivolved i developmet projects. The Admiistrator With the approval of the Trustees the Maager delegates certai of its day to day admiistrative ad registrar s fuctios (but ot its ivestmet maagemet or distributio fuctios) to the Admiistrator. However, the Maager retais cotrol over matters over which the Prospectus idicates that it has discretio (for example, miimum subscriptios ad variatio of stadard procedures), ad it remais fully liable for all delegated fuctios. The Maager has delegated the role of registrar to the Admiistrator. The Maager may remove the registrar by providig ot less tha six moths otice i writig. The Ivestmet Advisor The Trustees, o the recommedatio of the Maager, have appoited the Ivestmet Advisor to provide the Fud with ivestmet advisory ad maagemet services i relatio to the Fud. Threadeedle Portfolio Services Limited took over the role of Ivestmet Advisor from its group compay, Threadeedle Asset Maagemet Limited i July 2014 followig a iteral restructure of Threadeedle activities. The Ivestmet Advisor is regulated i the UK by the Fiacial Coduct Authority. The Ivestmet Advisor also acts as a sub-distributor of the Uits. Maagemet of the Fud Role of Trustees The Trustees hold (either themselves or with or through their agets, delegates or omiees) all the assets of the Fud ad all documets of title to such assets. The Trustees may appoit sub-custodias, omiees ad agets to perform their duties. The Trustees are resposible for the safekeepig of the assets of the Fud. They have o resposibility for ivestmet policy or the purchase ad sale of idividual properties for the Fud, which is a matter for the Maager, but they moitor compliace with the Trust Istrumet ad the ivestmet powers ad restrictios set out i this Prospectus. The Trustees moitor the activities of the Maager as they relate to the Fud ad are etitled at ay time ad at their discretio to give otice to the Maager that they are ot prepared to accept the trasfer of ay ivestmet which i their opiio ifriges the terms of the Trust Istrumet. The Trustees are etitled to require the Maager to deposit other ivestmets which are acceptable to the Trustees or cash i place of such ivestmets. The Trustees are required to take reasoable care to esure that the acquisitio of ivestmets does ot breach ay ivestmet restrictios cotaied i the Trust Istrumet ad that the methods used by the Maager for valuig the property of the Fud, for calculatig Uit prices ad for issue ad realisatio of, ad other dealigs i, Uits are i accordace with the Trust Istrumet. Ivestmet powers ad restrictios The Trust Istrumet provides for the assets of the Fud to be ivested i immovable property ad i rights, iterests ad arragemets relatig to such property. Uivested cash may be held o deposit or held temporarily i the form of certificates of deposit, or other moey market or ear cash ivestmets. The Trust Istrumet also permits the Maager to apply up to 10 per cet of the assets of the Fud (measured at the time of ivestmet) i other ivestmets or activities which it cosiders are coveiet or advatageous for the Fud to hold or carry o. Uless the Trustees agree otherwise, such ivestmets or activities must be carried o through compaies or uit trusts which are wholly-owed by the Fud. The Maager may use this power, for example, to gai the Fud exposure to istrumets such as total retur swaps or property idex certificates, which achieve property idex liked returs i exchage for the comparable retur o cash. Where the istrumets cocered ivolve couterparty exposure, the total exposure will be icluded i determiig levels of gearig withi the Fud for the purposes of the borrowig limits metioed below. 8

10 The Trust Istrumet cotais the followig restrictios o the ature of assets which the Fud may ivest i. Uless otherwise stated, they apply oly to determie whether the Maager may acquire additioal assets of the kid cocered, ad are ot triggered by chages i the value of existig assets or by disposals from the Fud. Not more tha 15% of the Fud s et asset value may cosist of leasehold iterests i ay property of which the uexpired term is less tha 60 years. No property may be acquired by the Fud if it is subject to ay mortgage uless it is a mortgage where the outstadig sums do ot exceed 50% of the umortgaged value of the property, which may be discharged o demad or withi 28 days by repaymet of all outstadig sums ad is ot secured either immediately or cotigetly o ay other property. Not more tha 20% of the Fud s et asset value may cosist of property which is udergoig substatial developmet, redevelopmet or refurbishmet ad is ot let or prelet. No oe property may costitute more tha 15% of the Fud s et asset value. Not more tha 20% of the gross aual retal may be receivable from ay oe source (or group of compaies); this restrictio does ot apply to retals receivable from the UK govermet or ay UK govermet agecy. The value of ay trasferable securities or loa stock ot listed or quoted o a recogised market may ot exceed 15% of the et asset value of the Fud. give i respect of obligatios of ay subsidiary vehicle of the Fud or ay perso, partership or etity with whom the Fud is i partership or joit veture or has otherwise etered ito co-owership arragemets. There is o restrictio o the sources of leverage. However, the type of leverage most commoly employed by real estate fuds is seior secured ledig from authorised fiacial istitutios with specialised commercial real estate fiace practices. Facilities of this ature require the borrower to provide security over the asset i the form of mortgages ad share pledges (as appropriate) together with pledges over the cash flows ad other receivables derived from the secured property. The maximum amout of borrowigs which may be made for the accout of the Fud is 35% of the et asset value of the Fud at all times, although the Maager does ot curretly ited to icur borrowig i excess of 20% of et asset value. If the 35% limit is exceeded as a result of a chage i the et asset value of the Fud, the Maager is required to rectify the positio as soo as is reasoably practicable ad cosistet with the iterests of Uitholders. Borrowig for the purposes of purchasig property may ot exceed 50% of the purchase price of the property. The role of the Maager ad the Ivestmet Advisor The Maager has overall resposibility for the maagemet ad admiistratio of the Fud. The Trustees, o the recommedatio of the Maager, have appoited the Ivestmet Advisor to provide ivestmet advisory ad maagemet services i relatio to the Fud. The Maager acts as the alterative ivestmet fud maager or AIFM of the Trust for the purposes of the EU Directive o Alterative Ivestmet Fud Maagers Directive. The value of the Fud s holdig i trasferable securities by ay sigle issuer may ot exceed 15% of the et asset value of the Fud. These restrictios do ot apply to the securities of ay issuer wholly owed by the Fud. Not more tha 20% of the et asset value of the Fud may comprise a holdig i a collective ivestmet scheme (although the Maager may agree to reduce this to 15% to comply with regulatory rules to which a Uitholder may be subject). Not more tha 35% of the et asset value of the Fud may comprise govermet or other public securities. The Maager will set ad review aually ivestmet ad borrowig guidelies ( Guidelies ) to which the Ivestmet Advisor must adhere. The Maager will also idetify ad moitor such other areas of risk withi the Fud as the Maager ad Trustees deem appropriate. The Ivestmet Advisor is authorised to act o a fully discretioary basis o all matters relatig to the purchase, sale, leasig, developmet ad ay other asset maagemet activities of the Fud that fall withi the Guidelies. It will be supervised by the Maager. Borrowig The Trustees, at the directio of the Maagers, have the power to borrow ad give guaratees i accordace with the followig paragraphs ad to eter ito currecy arragemets. There are o restrictios o the circumstaces i which borrowig may be made. Guaratees ad idemities may be The role of the Compliace Officer, Moey Lauderig Compliace Officer ad Moey Lauderig Reportig Officer The Maager ad the Trustees have appoited a Compliace Officer, Moey Lauderig Compliace Officer ad Moey Lauderig Reportig Officer for the Fud. The appoitmet has bee approved by the JFSC. 9

11 The Compliace Officer, Moey Lauderig Compliace Officer ad Moey Lauderig Reportig Officer duties iclude the followig: (i) Esurig that the activities i Jersey are orgaized ad executed i accordace with the requiremets of the applicable regulatory framework; (ii) Actig as a primary poit of cotact for the JFSC ad the Joit Fiacial Crimes Uit; (iii) Preparatio ad presetatio of compliace reports to the board of the Maager; (iv) Commuicatig with the JFSC providig a cosistet cotrolled approach; (v) Advisig the board of the Maager ad the Trustees of ay chages to legislatio; (vi) Review of ad advisig o the implemetatio ad maiteace of policies ad procedures to the board of the Maager; (vii) Moitorig complaits, errors ad breaches esurig that relevat actios are carried out ad reportig these to the board of the Maager; (viii) Moitorig ad maitaiig a record of ay Coflicts of Iterest; (ix) Evaluatig Moey Lauderig / suspicious activity reported by the staff; (x) Esurig that Ati Moey Lauderig ad couterig the fiacig of terrorism traiig is coducted; (xi) Esurig Cotrols are coducted; ad (xii) Esurig that registers are maitaied for all breaches, errors, complaits, gifts, etc. Charges There are o maximum amouts i relatio to the fees, charges or expeses which ca be bore by the Fud. There will be differig levels of maagemet charges: (a) for Uitholders which are charities, UK pesio fuds or other UK tax exempt holders; defied as Uit Class A, the Maager s ad Ivestmet Advisor s aggregate charges will be: 0.68% per aum o gross assets (icludig icome, but excludig the value of Ivestmet i other Threadeedle fuds) of the Fud up to 200 millio; ad 0.60% per aum o ay amout i excess of 200 millio. These charges ca be icreased by a maximum of 25% subject to the Maager givig Uitholders three moths prior otice. This provisio will oly be utilised i the evet of market fees for comparable madates icreasig, ad i evet may oly be used oce i ay 12 moth period. (b) for Uitholders which do ot qualify uder Uit Class A; defied as Uit Class B the Maager s ad Ivestmet Advisor s aggregate charges will be: 0.75% per aum o gross assets (icludig icome, but excludig the value of Ivestmet i other Threadeedle fuds). (c) for Uitholders which qualify uder Uit Class B but are also subject to a trail commissio, defied as Uit Class C; the Maager s ad Ivestmet Advisor s aggregate charges will be: 0.50% per aum o gross assets (icludig icome, but excludig the value of Ivestmet i other Threadeedlefuds) (d) for Uitholders which qualify uder Uit Class A but are also subject to a trail commissio, defied as Uit Class D; the Maager s ad Ivestmet Advisor s aggregate charges will be: 0.50% per aum o gross assets (icludig icome, but excludig the value of Ivestmet i other Threadeedle fuds). For Uit Class B ad C there willbe o maximum limit o icreases to these charges. Uit Classes E, F ad G are ot curretly available to ew ivestors but they are subject to differig maagemet charges. The Maager will be etitled to waive the maagemet charge for ay Uitholder that may be liable to a double maagemet charge as a result of a ivestmet i ay Threadeedle fud which has itself ivested i the Fud. The maagemet fee basis is desiged to alig the iterests of both the ivestor ad maager by icreasig ad decreasig proportioately i lie with the NAV of the fud. These aggregate fees will be divided betwee the Maager ad the Ivestmet Advisor i such proportios as the Maager ad the Ivestmet Advisor may agree from time to time ad otify to the Trustees. The above fees are calculated mothly by referece to the gross assets of the Fud ad 10

12 accrued icome o the peultimate Busiess Day of each caledar moth. The Maager will be etitled to a additioal fee of 7,500 for its fuctios as Registrar. The fees of BNP Paribas Securities Services Trust Compay (Jersey) Limited as trustee will be % per aum o the Fud s et assets up to 50 millio, 0.015% per aum o the Fud s et assets betwee 50 millio ad 250 millio, % per aum o the Fud s et assets betwee 250 millio ad 750 millio, % per aum o the Fud s et assets betwee 750 millio ad 1 billio, % per aum o the Fud s et assets i excess of 1 billio., subject to a miimum of 25,000 per aum. The fees of BNP Paribas Securities Services Trust Compay Limited will be, % per aum o the Fud s et assets up to 50 millio, 0.015% per aum o the Fud s et assets betwee 50 millio ad 250 millio, % per aum o the Fud s et assets betwee 250 millio ad 750 millio, % per aum o the Fud s et assets betwee 750 millio ad 1 billio, % per aum o the Fud s et assets i excess of 1 billio, subject to a miimum of 25,000 per aum. No additioal sums are agreed to be paid to the directors of the Trustees. The Maager will bear the fees of the Admiistrator. The Maager ad the Trustees bear their ow staff ad accommodatio costs. The Maager bears all costs icurred i marketig the Fud ad the fees of maagig agets, other tha those paid by teats uder service charges. Otherwise the Fud (or Uitholders, as explaied below) bears the costs of its operatio, icludig all legal ad other professioal fees icurred i coectio with the acquisitio or disposal of ivestmets or otherwise i coectio with the Fud or its ivestmets. There is o charge for realisig Uits, although there is a bid/offer spread. The latter reflects the costs of buyig ad sellig ivestmets. The Maager accouts to the Fud for ay isurace commissio which it receives i relatio to the Fud s properties, but is etitled to retai ladlord s fees relatig to liceces for alteratios, assigmets ad sub-lettigs. The Maager ad its associates may also buy ad sell Uits of the Fud for their ow accout (icludig purchases from ad sales to ivestors o the basis described uder Uit Dealigs below) ad may retai the beefit of doig so. Ay service charge rebate is deducted from the aget s fee which the Fud charges to teats. Neither the Maager or the Ivestmet Advisor will, whe actig i their capacity as such, receive ay other fee or beefit i relatio to the Fud. Sice icome from the Fud belogs to Uitholders, Uitholders are required to bear directly the aual charges of the Trustees, the Maager ad the Ivestmet Advisor, ad ay other expeses of a reveue ature, pro rata to their holdigs (with appropriate adjustmets to reflect the differetial maagemet charges metioed above). Such amouts will ormally be deducted from distributios of icome. I exceptioal circumstaces the Maager may pay reveue expeses out of property of the Fud. Uit Dealigs Applicatios ad the issue of Uits Except where dealigs i Uits has bee suspeded, Uits may be issued durig busiess hours o ay Pricig Day at the Subscriptio Price (calculated as explaied i the sectio Calculatio of Subscriptio ad Realisatio Prices ad Valuatio of the Fud ). Iitial applicatios for Uits should be made o the Applicatio Form provided (copies of which are available from the Admiistrator) ad set to the Admiistrator. The Maager may require ay applicat to provide further iformatio ad/or declaratios. Subsequet applicatios for Uits may be made i writig or such other method as the Maager i its discretio, may accept. I the exercise of the Maager s discretio to accept or reject applicatios for Uits ad whe required, the Fud operates a waitig list with respect to the issuace of ew Uits i order to cotrol liquidity levels. The Maager will periodically review the Fud s policies o subscriptios ad redemptios, although the redemptio policy as set out i the Trust Istrumet caot be ameded without ivestor coset. The Subscriptio Price of Uits will be determied o the first Pricig Day after the Maager s receipt of completed applicatio, subject to ay waitig lists i operatio at the time restrictig the issue of Uits. The Maager may issue fractios of Uits calculated to three decimal places. The Fud is ope to pesio fuds, isurace compaies ad other corporate ad istitutioal ivestors. Uits may also be issued to wealthy idividuals whom the Maager cosiders have appropriate experiece to ivest. The miimum iitial subscriptio for Uits is 250,000. However, the Maager may accept lesser amouts (with a miimum of 25,000) where the Maager is satisfied that the ivestor has received fiacial advice or the ivestmet is made o the ivestor s behalf by a discretioary ivestmet maager. The Maager is resposible for the marketig of the Fud ad the admissio of ivestors. Subscriptios may be accepted or rejected by the Maager i its discretio. Furthermore, the Maager may, followig cosultatio with the Trustees, susped ay dealig i the Uits (icludig ay issue, realisatio ad trasfer of Uits) if the Maager ad the Trustees cosider that due to exceptioal circumstaces there is good ad sufficiet reaso to do so havig regard to the iterests of Uitholders (or potetial ivestors). 11

13 The Maager may i its discretio satisfy ay applicatio for Uits by procurig the sale to the applicat of existig Uits, or the reissue to the applicat of fully paid Uits of realisig Uitholders, i either case at a price ot more tha the Subscriptio Price or less tha the Realisatio Price curret at the time of the reissue. Oce a ivestor has completed the accout set-up process they may use the fax dealig facility to both process ad release proceeds of redemptio ad/or place subsequet purchases. Oly subsequet deals, after origial applicatio, may be submitted via fax ad ay deal istructios submitted by fax are doe so at the ivestors ow risk. It is the ivestor s resposibility to esure that all iformatio o the deal istructio is true ad accurate. The Fud ad its agets (icludig the Ivestmet Maager ad the Admiistrator) is uder o obligatio to verify the iformatio provided o the deal istructio ad will perform its stadard ati-moey lauderig ad authorised sigatory checks o all deal istructios. By completig a applicatio for uits the ivestor idemifies the Fud ad its agets (icludig the Ivestmet Maager ad the Admiistrator), agaist all losses, costs, demads, expeses, actios, proceedigs ad claims icurred by ay such persos or etities as a result of actig o such fax istructios which they reasoably believed to be a valid istructio. All istructios to chage registered iformatio must be submitted via a writte letter. This icludes but is ot limited to chage of address ad/or paymet istructios. Requiremets for the Prevetio of Moey Lauderig Measures aimed at the prevetio of moey lauderig may require a detailed verificatio of the applicat s idetity. By way of example, a idividual may be required to produce a certified copy of a passport or idetificatio card together with evidece of his/her address such as a utility bill or bak statemet. I the case of corporate applicats this may require productio of a certified copy of the certificate of icorporatio (ad ay chage of ame), memoradum ad articles of associatio (or equivalet), ad the ames, occupatios, dates of birth ad residetial ad busiess addresses of all directors ad beeficial owers. The Maager reserves the right to (i) request such iformatio as is ecessary to verify the idetity of a applicat ad/or ultimate beeficial ower ad (ii) require that a compliace officer visit a applicat/uitholder to verify that idividual s idetity. I the evet of delay or failure by the applicat to produce ay iformatio required for verificatio purposes, the Maager may refuse to accept the applicatio. Failure to provide documetatio may result i the withholdig of realisatio proceeds. The Maager ad Trustees have appoited a Compliace Officer to maitai appropriate policies ad procedures for the prevetio of moey lauderig ad to moitor compliace with those policies ad procedures i accordace with legislatio ad regulatio applicable i Jersey. Paymet for Uits Paymet must be made direct to the Admiistrators by telegraphic trasfer i Pouds Sterlig by the third Busiess Day after the relevat Pricig Day. Uits will ot be issued util paymet has bee received by the Trustees i cleared fuds. Subscriptio moies may be paid i other currecies by prior arragemet with the Maager ad the costs of coversio may be deducted by the Maager from the subscriptio moies. At the Maager s absolute discretio ad by prior arragemet with the Maager, paymet for Uits may be accepted i forms of cosideratio other tha cash if the assets to be acquired do ot materially prejudice the iterests of the Uitholders (to be determied by the Maager actig reasoably) ad their acquisitio complies with the ivestmet restrictios i the Trust Istrumet. Uder ormal circumstaces, the costs ad expeses related to the acquisitio of the assets uder such a arragemet would be paid by the perso from whom the assets have bee received. Title to Uits Title to Uits will be evideced solely by referece to etries i the Register. Certificates evidecig title will ot be issued. Realisatio of Uits Except where dealigs i Uits has bee suspeded, Uitholders may at ay time durig ormal busiess hours request the realisatio of all or part of their holdig of Uits by submittig a writte realisatio form (a Realisatio Notice ). A Realisatio Notice must iclude or be accompaied by such evidece of the Uitholder s idetity ad such other documets as the Maager may require, failig which paymet of realisatio proceeds may be delayed. The Realisatio Price for Uits will be determied o: (a) the fifth Pricig Day followig the receipt by the Admiistrator of the valid Realisatio Notice (which the Maager cosiders will be the ormal process); (b) the first Pricig Day at which the Maager deems it appropriate to settle the requested realisatio, if the Maager cosiders it ecessary to defer beyod the fifth Pricig Day for the protectio of the iterests of cotiuig Uitholders; or (c) upo the edig of ay suspesio i dealigs i Uits. Notwithstadig the above, if the Maager receives a request to process ad settle a Realisatio Notice prior to the dates stated above for ay reaso deemed appropriate by the 12

14 Maager ad the Maager reasoably believes that a early settlemet of such a Realisatio Notice will ot materially prejudice the iterests of existig Uitholders, the Maager may process ad settle a Realisatio Notice prior to the fifth Pricig Day followig the receipt of a valid Realisatio Notice (as described above). I these circumstaces, the Realisatio Price for the Uits i questio will be determied o the Pricig Day immediately followig the Maager s determiatio to settle the Realisatio Notice early. Subject to receipt of the requisite realisatio request ad such evidece of title ad ay applicable moey lauderig prevetio iformatio as the Maager may require, realisatio proceeds will ormally be paid as soo as practicable followig the Pricig Day referred to above. Paymets will be made i Pouds Sterlig, by telegraphic trasfer to a accout specified i the Realisatio Notice. Pedig paymet the realisig Uitholder s Uits will remai i issue ad he will cotiue to be etitled to participate i the icome of the Fud as if the Realisatio Notice had ot bee give. Uits are ormally cacelled o a Pricig Day. A Realisatio Notice oce give may ot be withdraw without Maager coset. If the whole or part of the Uits which are the subject of a Realisatio Notice are subsequetly trasferred to a third party, the Uits will be trasferred subject to the Realisatio Notice, which will remai i force. Where a Realisatio Notice has bee give, the Maager may, at ay time before the realisatio proceeds have bee paid, arrage for the purchase or reissue of the Uits cocered at a price ot less tha the Realisatio Price or greater tha the Subscriptio Price, i each case o the Pricig Day prior to the date of reissue. Holder becomig a Disqualified Holder A Disqualified Holder is a Uitholder who is, or who holds Uits o behalf of, a perso whose iterest i such Uits (whether aloe or i cojuctio with other persos i the same positio) is: (a) such as to cause the Maager or the Trustees to be i breach of ay law or regulatio of ay coutry or govermetal authority; or may require him to sell his Uits. If the Uitholder fails to sell his Uits the Maager may do so as the Uitholder s aget. The Maager cosiders that ay US Perso will be a Disqualified Holder, ad o this basis US Persos will ot be admitted to the Fud. I additio ay perso who becomes a US Perso is similarly a Disqualified Holder. Trasfer of Uits Except where dealigs i Uits have bee suspeded, Uits may be trasferred by the registered holder by a istrumet of trasfer i the prescribed form siged by the trasferor ad the trasferee ad deposited with the Admiistrator for registratio. Registratio of a trasfer will ormally take effect oly o a Pricig Day ad the trasferrig Uitholder (as the previously registered holder of the Uits) will receive all icome accrued prior to that day. It will be the resposibility of the trasferor ad trasferee to deal with ay taxes, duties, imposts or levies payable o or i cosequece of a trasfer of Uits. All trasfers are subject to provisios of the Trust Istrumet ad this Prospectus. I particular o trasfers will be made to a perso who is ieligible to hold Uits, ad the trasferee may be required to provide iformatio about its idetity to comply with the moey lauderig procedures (explaied i the sectio Requiremets for the Prevetio of Moey Lauderig ) ad to cofirm eligibility. Availability of prices Subscriptio ad Realisatio Prices will be available from the Maager upo request. Calculatio of Subscriptio ad Realisatio Prices ad Valuatio of the Fud Calculatio of et asset value The et asset value of the Fud will be calculated by the Maager as at the last Busiess Day of each moth (a Pricig Day ). The Maager may appoit additioal or alterative days to be Pricig Days; it will otify Uitholders of ay chage. Valuatios of real property are made by the Idepedet Valuers. (b) i the Maager s reasoable opiio, likely to give rise to ay fiscal, tax or other pecuiary disadvatage to the Fud or to other Uitholders or to icrease the cost of admiisterig the Fud. Ay Uitholder who to his kowledge becomes a Disqualified Holder is required to otify the Maager accordigly ad to offer all his Uits for sale. The Maager may call upo the holder of ay Uits to establish to its satisfactio that the holder is ot a Disqualified Holder, failig which the Maager The Trust Istrumet provides that total ivestmets ad cash comprised i the property of the Fud will be valued as follows: (a) real property will be valued o the basis of the ope market value (as defied i the Appraisal ad Valuatio Maual of the Royal Istitutio of Chartered Surveyors); ad (b) ivestmets other tha real property will be valued at their market value. 13

15 For this purpose the Maager is ormally required to use (where applicable) prices quoted or dealt i o a ivestmet exchage o which the ivestmet is traded. I the case of collective ivestmet schemes the Maager may rely o prices or valuatios provided by the maager or operator of the scheme cocered. The Maager will supply iformatio o the Fud to valuers ad maagig agets as ecessary. The valuatio will take accout of the liabilities of the Fud ad provisios for amouts payable ad receivable, for example, i respect of property uder developmet or refurbishmet. Net asset value is calculated as the Stadard NAV i accordace with AREF Fud Pricig Guidace. The performace of the Fud ad the returs which ivestors may achieve may also be adversely affected by: Chages i rates of iflatio which may affect the retal ad capital value of ay ivestmet held by the Fud. Failure by a couterparty to perform its obligatios uder a cotract or other agreemet. Chages or fluctuatios i currecy or exchage rates. Ay chage i legal, tax or regulatory requiremets affectig the Fud or its ivestmets. I additio, prospective ivestors should bear i mid that: Calculatio of the Subscriptio Price ad Realisatio Price The Maager issues ad realises Uits at historic prices per Uit kow as the Subscriptio Price ad Realisatio Price respectively. These are ascertaied by takig the et asset value of the Fud [as at the most recet Pricig Day] (calculated as explaied above), makig certai adjustmets as explaied below, ad dividig the result by the umber of Uits i issue or treated as beig i issue. Uit Prices are calculated to the earest pey. I arrivig at Subscriptio ad Realisatio Prices the Maager may adjust the et asset value of the Fud to reflect the icidetal costs which would be icurred (respectively) i acquirig or disposig of the property held by the Fud at the time. If the Maager suspeds dealigs i Uits, the calculatio of the Subscriptio Price ad the Realisatio Price will commece o the ext relevat Busiess Day followig the edig of the suspesio. Other Iformatio Risk warigs A ivestmet i the Fud ivolves certai risks. The value of Uits i the Fud may go up or dow ad accordigly a ivestor may ot receive back the amout ivested. I additio, there are risks associated with ivestig i the Fud (some of which are summarised below) which are ot ecessarily applicable to ivestmets i other asset classes. Prospective ivestors should carefully review the risks associated with ivestig i the Fud with their fiacial, tax or legal advisors. The performace of the Fud may be adversely affected, either directly or idirectly, by the impact of geeral ecoomic ad political coditios i the UK ad elsewhere, by coditios withi the UK property market geerally or locally, by the particular fiacial coditio of the teats of the Fud s properties ad of other parties doig busiess with the Fud ad by chages i iterest rates to the extet that this affects ay borrowigs. The Fud is iteded for log-term ivestors who ca accept the risks associated with makig potetially illiquid ivestmets i real property. Sice the uderlyig ivestmets of the Fud cosist wholly or substatially of real property it may be difficult to realise the Uits. The value of the real property cocered will geerally be a matter of a valuer s opiio ad the amout derived o realisatio of the property may be less tha the valuatio give to the property by the valuer. It may be difficult for ivestors i the Fud to deal i their Uits or obtai reliable iformatio about the value of that iterest as distict from that of the uderlyig real property. Realisatio of Uits may take four moths or more (see sectio Realisatio of Uits ). The Maager may be required to realise properties to fud realisatio requests, ad this may etail disposals i ufavourable market coditios. Ivestors will oly have a right to approve major decisios about the Fud ad may ot take part i the maagemet of the Fud. I certai circumstaces the ability to subscribe, realise ad trasfer Uits may be suspeded by the Maager. This may impige o the liquidity of a ivestmet i the Fud. A failure by the Fud (or ay joit veture i which the Fud is a participator) to perform its obligatios uder the terms of ay loa or other fiacig documets, would permit the leders to demad early repaymet of the Fiace ad to realise ay security they have over the Fud s assets. The Fud assumes all property owership risks icludig, without limitatio, evirometal ad third party liability risk. The Fud assumes the risk arisig from UK Health ad Safety legislatio as it relates to the Property of the Fud. Certai activities of the Fud will be caught by the EU Alterative Ivestmet Fud Maagers Directive ( AIFMD ). AIFMD is expected to icrease operatioal 14

16 costs, ad there is a risk that compliace with the AIFMD will adversely affect the Fud i other ways (for istace, because of the additioal restrictios imposed o marketig i the EU, which may affect the Fud s ability to raise ew capital). The Carbo Reductio Commitmet Eergy Efficiecy Scheme ( CRC ) is a madatory climate chage ad eergy savig scheme that was itroduced as part of the UK s strategy to cotrol carbo dioxide (CO2) emissios. The Fud may bear costs associated with complyig with the CRC. The Fud may eter ito trasactios i derivatives ad similar istrumets i the circumstaces explaied i the Ivestmet powers ad restrictios sectio of this Prospectus. Such trasactios may commit the Trustees to make additioal paymets out of the Fud depedig o movemets i the value of a particular idex or other factor, subject to limits egotiated by the Maager. The Fud s rights i such trasactios may be difficult to value ad may ot be readily trasferable; the trasactios geerally ivolve exposure to a particular couterparty ad the Fud may lose the etire beefit of the trasactio if the couterparty defaults. The trasactios may (withi the limits metioed i the Ivestmet powers ad restrictios sectio) have a gearig effect o the Fud s portfolio, thus potetially icreasig the Fud s gais i a favourable market but icreasig its exposure to loss i a ufavourable market. The Europea Commissio s Europea Market Ifrastructure Regulatio or the EMIR imposes regulatory requiremets (such as operatig or reportig obligatios) o market participats who use over-the-couter derivatives cotracts. The Fud may bear costs associated with complyig with the EMIR or be otherwise adversely affected by the EMIR. The OECD has itroduced proposals to prevet base erosio ad profit shiftig, icludig through the use of iterest deductios. It is curretly ucertai how such rules (if ad whe implemeted) would impact o real estate fuds like the Fud. The US Hirig Icetives to Restore Employmet Act resulted i the itroductio of legislatio i the US kow as the Foreig Accout Tax Compliace Act ( FATCA ) which has the effect that a 30% withholdig tax may be imposed o paymets of US source icome ad certai paymets of proceeds from the sale of property that could give rise to US source icome which are made to certai categories of recipiet, icludig a o-us fiacial istitutio (a foreig fiacial istitutio or FFI ) that does ot comply with the terms of FATCA ad is ot otherwise exempt. The Maager does ot curretly expect that the Fud will be treated as a FFI for the purposes of FATCA. If the Fud is a FFI, it will be required to report o a aual basis the idetity of, ad certai other iformatio about, direct ad idirect US ivestors i the Fud to the relevat Jersey authority for oward trasmissio to the US Iteral Reveue Service ( IRS ). A ivestor that fails to provide the required iformatio to the Fud may be subject to the 30% withholdig tax with respect to its share of ay such paymets directly or idirectly attributable to US ivestmets of the Fud, ad the Fud might be required to termiate such ivestor s ivestmet i the Fud. Although regulatios implemetig FATCA have bee issued i the US ad o 13 December 2013 a itergovermetal agreemet was etered ito betwee Jersey ad the US i respect of FATCA, the detailed requiremets for a Jersey FFI to comply with FATCA are ot yet fully kow. I additio, there is likely to be published official guidace with respect to compliace with the agreemet which may affect such requiremets. The requiremets, whe fialised, may impose additioal burdes ad costs o the Fud or ivestors i the Fud. Although the Fud will attempt to satisfy ay obligatios imposed o it to avoid the impositio of this withholdig tax, o assurace ca be give that the Fud will be able to satisfy these obligatios. If the Fud becomes subject to a withholdig tax as a result of FATCA, the retur of all Uitholders may be materially affected. I certai circumstaces, the Fud may compulsorily redeem some or all of a Uitholder s Uits ad/or may reduce the redemptio proceeds i respect of ay Uitholder. Icome Icome arisig o the property of the Fud belogs beeficially to Uitholders ad does ot form part of the Fud s property (ad i cosequece is ot reflected i the Subscriptio or Realisatio Prices of Uits). It is allocated o each peultimate Busiess Day i the moth to Uitholders registered o that day. Icome is allocated mothly to the Uitholders etitled to it ad paid to them quarterly o, or as soo as practically after, o the last days of March, Jue, September ad December. Iterest o udistributed icome accrues to the Uitholders cocered. Retal profit from UK properties will be paid gross to Uitholders who have their usual place of abode i the UK ad other persos who have received authority from HM Reveue ad Customs to receive ret gross. Tax will be deducted at source (at the basic rate, curretly 20%) from retal profit paid to Uitholders who have their usual place of abode outside the UK ad who have ot bee authorised to receive ret gross. UK iterest will be paid et of UK icome tax at the basic rate uless the Trustees or the Maager receive such iterest gross i which evet it will be paid gross to the Uitholder. Divideds from UK compaies are ot subject to withholdig tax. Tax vouchers will be issued to Uitholders i respect of tax deducted from paymets of icome. 15