Prospectus. The Norfolk Trust

Transcription

1 Prospectus The Norfolk Trust

2 THE NORFOLK TRUST PROSPECTUS (A unit trust registered in England & Wales under registered number IC287) PROSPECTUS Standard Life Investments (Mutual Funds) Limited is the authorised fund manager ( Manager ) of The Norfolk Trust (the Fund ). The Manager is responsible for managing and administering the Fund s affairs in compliance with the FCA Regulations and the Treasury Regulations. The Manager has delegated the investment management of the Fund to Standard Life Investments Limited. This Prospectus is valid and is dated as at 02 April 2018

3 PROSPECTUS OF THE NORFOLK TRUST This document constitutes the prospectus (the Prospectus ) for The Norfolk Trust (the Fund ) and has been prepared in accordance with the rules contained in the Collective Investment Schemes (COLL) Sourcebook (the COLL Sourcebook or COLL ), which forms part of the FCA Handbook (the FCA Regulations ). The Norfolk Trust is an Authorised Unit Trust and is a UCITS scheme for the purpose of Chapter 5 of the COLL Sourcebook. Copies of this Prospectus have been sent to the FCA and the Trustee. IMPORTANT: If you are in any doubt about the contents of this Prospectus you should consult your professional adviser. This Prospectus should be read in its entirety before making any application for Units. If you are in any doubt about the contents of this Prospectus you should consult your professional adviser. Units are offered on the basis of the information contained in and the documents referred to in this Prospectus. Standard Life Investments (Mutual Funds) Limited, the Manager of the Fund, is the person responsible for the information contained in this Prospectus. To the best of its knowledge and belief (having taken reasonable care to ensure that such is the case) the information contained herein does not contain any untrue or misleading statement or omit any matters required by the COLL Sourcebook to be included in it. Standard Life Investments (Mutual Funds) Limited accepts responsibility accordingly. No person has been authorised by the Manager to issue any advertisement or to give any information, or to make any representations in connection with the offering, placing, subscription or sale of a unit or units in the Fund ( Unit or Units ) other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been made by the Manager. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus and the offering of Units in certain jurisdictions may be restricted and accordingly, persons into whose possession this Prospectus comes are required to inform themselves about and to observe any such restrictions.

4 Potential investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or any other matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Units. Prospective investors should inform themselves as to (a) the legal requirements within their own countries of residence or domicile for the purchase or holding of Units; (b) any foreign exchange restrictions which may affect them; and (c) the income and other tax consequences which may apply in their own countries of residence or domicile relevant to the purchase, holding or disposal of Units. Units in the Fund are not listed on any investment exchange. The Prospectus is based on information, law and practice at the date hereof. The Fund is not bound by any out of date prospectus when it has issued a new prospectus and potential investors should check that they have the most recently published prospectus. Neither the delivery of this Prospectus nor the offer, placement, allotment or issue of any of the Units shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. The provisions of the Trust Deed are binding on each of the Unitholders and a copy of the Trust Deed is available on written request from Standard Life Investments (Mutual Funds) Limited. This Prospectus has been issued for the purpose of section 21 of the Financial Services and Markets Act 2000 by Standard Life Investments (Mutual Funds) Limited. The distribution of this Prospectus in certain jurisdictions may require that this Prospectus is translated into the official language of those countries. Should any inconsistency arise between the translated version and the English version, the English version shall prevail Investors should note that not all of the protections provided under their relevant regulatory regime may apply and there may be no right to compensation under such regulatory regime, if such scheme exists. United States and restrictions on U.S. Persons The Units have not been and will not be registered in the United States under the Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and the Fund has neither been nor will be registered in the United States under the Investment Company Act of 1940, as amended (the "1940 Act"), and Unitholders will not be entitled to the benefits of such registration. Accordingly, except as provided below, no Units may be offered or sold, directly or indirectly, in the United States, any state thereof or its territories or possessions or to any U.S. Person. The Manager may authorise the offer and sale of Units in the United States or to a limited number or category of U.S. Persons provided that, if so authorised, Units will be offered and sold only to such persons and in such manner as will not require registration of the Fund or the Units under the securities laws of the United States or any state thereof. The Units have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory

5 authority in the United States, nor has any such authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Prospectus as may be amended or supplemented from time to time. Any representation to the contrary is a criminal offence. Certain restrictions also apply to subsequent transfers of Units in the United States or to U.S. Persons (please see the compulsory redemption provisions under section 16.9 entitled Restrictions and Compulsory Transfer and Redemption of the Prospectus). Should a Unitholder become a U.S. Person they may be subject to adverse tax consequences including without limitation U.S. withholding taxes and tax reporting. Applicants will be required to certify that they are not U.S. Persons precluded from purchasing, acquiring or holding Units. U.S. Foreign Account Tax Compliance Due to U.S. tax legislation, the Foreign Account Tax Compliance Act ( FATCA ), which can affect financial institutions such as the Fund, the Fund may need to disclose the name, address, taxpayer identification number and investment information relating to certain U.S. investors who fall within the definition of Specified U.S. Person in FATCA that own, directly or indirectly, an interest in certain entities, as well as certain other information relating to such interest, to HM Revenue & Customs, who will in turn exchange this information with the Internal Revenue Service of the United States of America. The UK has entered into an inter-governmental agreement ( IGA ) with the U.S. to facilitate FATCA Compliance. Under this IGA, FATCA Compliance will be enforced under UK tax legislation and reporting. While the Manager shall use reasonable endeavours to cause the Manager to avoid the imposition of US federal withholding tax under FATCA, the extent to which the Manager is able to do so and report to HM Revenue & Customs will depend on each affected Unitholder in the Fund providing the Fund or its delegate with any information that the Fund determines is necessary to satisfy such obligations. The 30% withholding tax regime could apply if there is a failure by Unitholders to provide certain required information. By signing the application form to subscribe for Units in the Fund, each affected Unitholder is agreeing to provide such information upon request from the Fund or its delegate. If the required information is not provided to us, information about the Unitholder s shareholding may be passed to HM Revenue & Customs in order to be passed on to other tax authorities including the IRS. The Fund may exercise its right to completely redeem the holding of an affected Unitholder (at any time upon any or no notice) if he fails to provide the Fund with the information the Fund requests to satisfy its obligations under FATCA.

6 INDEX 1. Definitions 1 2. Introduction 8 3. Investment Objectives and Policies of the Fund 9 4. Profile of the Typical Investor 9 5. The Manager 9 6. The Trustee Delegation The Investment Adviser The Registrar, Register of Unit Holders, Transfer Agency Etc The Auditors Constitution of the Fund Characteristics of Units in the Fund Pricing and Valuation of the Property of the Fund Charges and Expenses Distribution of Income Sale and Redemption of Units Taxation of the Fund Taxation of Individual Unitholders Taxation of Corporate Investors Equalisation Unitholding in the Fund treated as a Loan Relationship Inheritance tax Other Reporting to Tax Authorities Stamp duty reserve tax Risk Management Risk Factors Liabilities of the Fund General Information 43 Appendix 1 Fund Details 49 Appendix 2 Investment Restrictions 50 Appendix 3 List of Eligible Securities Markets 57 Appendix 4 List of Eligible Derivative Markets 60 Appendix 5 Calculation of the Net Asset Value 61 Appendix 6 Past Performance 64 Appendix 7 Citibank Europe Plc, UK Branch List of Delegates and Sub-Delegates 65 Directory 70

7 1. DEFINITIONS Approved Bank in relation to a bank account opened by the Fund: (a) if the account is opened at a branch in the United Kingdom: (i) (ii) (iii) (iv) (v) the Bank of England; or the central bank of a member state of the OECD; or a bank (as defined in the FCA Glossary); or a building society (as defined in the FCA Glossary); or a bank which is supervised by the central bank or other banking regulator of a member state of the OECD; or (b) if the account is opened elsewhere: (i) (ii) (iii) a bank in (a); or a credit institution (as defined in the FCA Glossary) established in an EEA State other than in the United Kingdom and duly authorised by the relevant Home State Regulator; or a bank which is regulated in the Isle of Man or the Channel Islands; or (c) (d) a bank supervised by the South African Reserve Bank; or any other bank that: (i) is subject to regulation by a DW:# v6A KA

8 2 national banking regulator; (ii) is required to provide audited accounts; (iii) has minimum net assets of 5 million (or its equivalent in any other currency at the relevant time) and has a surplus revenue over expenditure for the last two financial years; and (iv) has an annual audit report which is not materially qualified; the COLL Sourcebook or COLL the Collective Investment Scheme Sourcebook issued by the FCA, as amended from time to time or any other rulebook which may replace it; Dealing Day 9 am until 5.30 pm on each weekday excluding UK public holidays and 24 December (from 12.30pm) where 24 December falls on a weekday; Efficient Portfolio Management The use of techniques and instruments to reduce risk or cost to the Fund or to generate additional capital or income with a level of risk which is consistent with the risk profile of the Fund and with the risk diversification rules laid down in the FCA Regulations; Eligible Institution (a) a BCD credit institution authorised by its Home State regulator (as defined in the glossary of definitions to the FCA Handbook); (b) a MiFID investment firm authorised by its Home State regulator (as defined in the glossary of definitions to the

9 3 FCA Handbook); the FCA the Financial Conduct Authority of 25 The North Colonnade, Canary Wharf, London E14 5HS or any other regulatory body which may assume its regulatory responsibilities from time to time; the FCA Regulations the rules contained in the Collective Investment Schemes Sourcebook published by the FCA as part of their FCA Handbook made under the Financial Services and Markets Act 2000 which shall, for the avoidance of doubt, not include guidance or evidential requirements contained in the said sourcebook; the Fund The Norfolk Trust; Income Unit a Unit, denominated in base currency, in the property of the Fund in respect of which income allocated thereto is distributed periodically to the holders thereof pursuant to the FCA Regulations net of any tax deducted or accounted for by the Fund; Investment Adviser Standard Life Investments Limited, the investment adviser for the Manager; Investment Management Agreement The investment management agreement between the Manager and Investment Adviser dated 19 October 2010, as amended; Manager Standard Life Investments (Mutual Funds) Limited; Net Asset Value or NAV the value of the Scheme Property less the liabilities of the Fund as calculated in accordance with the Trust Deed; Register register of Unitholders of the Fund;

10 4 Scheme Property the property of the Fund to be given to the Trustee for safe-keeping, as required by the FCA Regulations; SDRT stamp duty reserve tax; Trustee Citibank Europe plc, UK Branch or such other entity as may be appointed as trustee pursuant to the Trust Deed from time to time; Trust Deed the trust deed constituting the Fund dated 4 March 1998 and other such subsequent supplemental trust deeds from time to time; Unit or Units a unit or units in the Fund; Unitholder a holder of registered Units in the Fund; "U.S. Person" means a person who is in either of the following two categories: (a) (b) a person included in the definition of "U.S. person" under Rule 902 of Regulation S under the Securities Act; or a person excluded from the definition of a "Non-United States person" as used in Commodity Futures Trading Commission ("CFTC") Rule 4.7. For the avoidance of doubt, a person is excluded from this definition of U.S. Person only if he or it is outside both the definition of "U.S. person" in Rule 902 and the definition of "Non-United States person" under CFTC Rule 4.7. "U.S. person" under Rule 902 generally includes the following: (a) any natural person resident in the United States (including U.S.

11 5 residents temporarily residing abroad); (b) any partnership or corporation organised or incorporated under the laws of the United States; (c) (d) (e) any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person; any agency or branch of a non-u.s. entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (g) (h) (i) (j) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated or (if an individual) resident in the United States; and any partnership or corporation if: organised or incorporated under the laws of any non-u.s. jurisdiction; and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act) who are not natural persons, estates or trusts. Notwithstanding the preceding paragraph,

12 6 "U.S. person" under Rule 902 does not include: (i) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-u.s. person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States; (ii) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person, if (A) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate, and (B) the estate is governed by non-united States law; (iii) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. person; (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (v) any agency or branch of a U.S. person located outside the United States if (A) the agency or branch operates for valid business reasons, and (B) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) certain international organisations as specified in Rule 902(k)(2)(vi) of Regulation S under the Securities Act. CFTC Rule 4.7 currently provides in the relevant part that the following persons are

13 7 considered "Non-United States persons": (i) (ii) (iii) (iv) (v) a natural person who is not a resident of the United States; a partnership, corporation or other entity, other than an entity organised principally for passive investment, organised under the laws of a non- U.S. jurisdiction and which has its principal place of business in a non- U.S. jurisdiction; an estate or trust, the income of which is not subject to United States income tax regardless of source; an entity organised principally for passive investment such as a pool, investment company or other similar entity, provided that units of participation in the entity held by persons who do not qualify as Non- United States persons or otherwise as qualified eligible persons (as defined in CFTC Rule 4.7(a)(2) or (3)) represent in the aggregate less than ten percent of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the CFTC's regulations by virtue of its participants being non-united States persons; or a pension plan for the employees, officers or principals of an entity organised and with its principal place

14 8 of business outside the United States; "United States" the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; Valuation Point 12 noon (UK Time) on each Dealing Day; and VAT value added tax. 2. INTRODUCTION 2.1 The Fund is an authorised unit trust scheme constituted by a trust deed between the then manager and the then trustee dated 4th March 1998 (as amended). The effective date of the authorisation order for the Fund made by the Financial Services Authority (the predecessor of the Financial Conduct Authority) was 4 March The Fund is a UCITS Scheme for the purposes of the categorisation of the FCA Regulations. Its FCA Product Reference Number is The Head Office of the Manager is at 1 George Street, Edinburgh, EH2 2LL, which is also the address in the United Kingdom for service on the Fund of notices or other documents required or authorised to be served on it. 2.3 The base currency of the Fund is pounds Sterling. 2.4 Unitholders in the Fund are not liable for the debts of the Fund. Unitholders are not liable to make any further payment after they have paid the price on the purchase of Units. 2.5 The Fund has been established as a "UCITS scheme" (as defined in the COLL Sourcebook). The Fund qualifies as an "Undertaking for Collective Investment in Transferable Securities" ("UCITS") and may obtain recognition under the EC Council Directive 2009/65/EC for marketing in certain member states of the European Economic Area. At the present time there is no intention to market the Fund in another member state of the European Union. Where any changes are proposed to be made to the Fund the Manager will assess whether the change is fundamental, significant or notifiable in accordance with rule 4.3 of the COLL Sourcebook. If the change is regarded as fundamental, Unitholder approval will be required. If the change is regarded as significant, 60 days' prior written notice will be given to Unitholders. If the change is regarded as notifiable, Unitholders will receive suitable notice of the change. 2.6 A brief summary of the Fund, including available Unit classes, charges, minimum investment levels and distribution dates, is set out in Appendix 1.

15 9 3. INVESTMENT OBJECTIVES AND POLICIES OF THE FUND 3.1 The objective of the Fund is to provide long-term capital growth. The income yield is of secondary importance. The Manager's policy is to achieve this objective by investing in a portfolio of transferable securities in any sector both geographically and by industry. The Fund may also invest in collective investment schemes. 3.2 The Manager may enter into derivative transactions but only for the purposes of hedging and the use of derivatives will not affect the risk profile of the Fund. The Manager does not envisage entering into hedging transactions to a major extent. 3.3 Further details on the use of efficient portfolio management techniques can be found in Appendix 2 and PROFILE OF THE TYPICAL INVESTOR 4.1 Shares in the Fund may be marketed to retail investors aged 18 or over or any institutional investors, subject to meeting the minimum investment requirements. 5. THE MANAGER The Manager of the Fund is Standard Life Investments (Mutual Funds) Limited, which is a private company limited by shares incorporated in Scotland on 27 February 1990 and is a subsidiary of Standard Life Investments Limited. 5.2 Directors and Secretary of Standard Life Investments (Mutual Funds) Limited (and their significant business activities not connected with the business of the Fund are: Directors A S Acheson Director, Standard Life Investments Limited S Campbell, MA, ACA S A Fitzgerald, BA (Hons), ACA J Lowe L Scott, BCs (Hons), FFA D E Thomas, BA, CA S Wemyss In performing its role of Manager of the Fund, the Manager may delegate such of its functions as it may determine from time to time. For further details please see section 7. 1 Standard Life Investments (Mutual Funds) Limited was appointed as the Manager of the Fund with effect from 23:59 on 27 September Before this time the Manager of the Fund was BNY Mellon Fund Managers Limited.

16 10 The Manager s Remuneration Policy The Manager applies a remuneration policy (the Remuneration Policy ) to certain categories of staff whose activities have a material impact on the risk profile of the Manager or the UCITS that it manages ( Code Staff ) in accordance with the FCA Rules. The Remuneration Policy documents the remuneration policies and practices which are designed to meet certain regulatory requirements, including those of the UCITS Directive. The compensation structure described in the Remuneration Policy is designed: (i) (ii) To be consistent with and promote sound and effective risk management; Not to encourage risk taking that exceeds specified levels of tolerated risk; (iii) To encourage behaviour that delivers results which are aligned to the interests of the UCITS managed by the Manager; (iv) To align the interests of Code Staff with the long-term interests of the Manager, the funds it manages and its investors; (v) To recognise that remuneration should be competitive and reflect both financial and personal performance. Accordingly, Remuneration for Code Staff is made up of fixed pay (salary and benefits, including pension) and variable (performance-related) pay; (vi) To recognise that fixed and variable components should be appropriately balanced and that the variable component should be flexible enough so that in some circumstances no variable component may be paid at all; (vii) To take into account that material proportions of total variable pay may be subject to deferral and that unvested variable pay may, in certain circumstances, be reduced. Up-to-date details of the Remuneration Policy, including details of the Remuneration Committee, are disclosed online at This information is updated annually at the end of each performance year. A paper copy of that information will be made available free of charge from the Manager upon request. Company Secretary H. Kidd, ACIS The Manager is authorised and regulated by the Financial Conduct Authority. Share Capital: Issued 10,000,000 Paid up 10,000,000 Registered in Scotland, Company Number SC

17 Other Funds Managed by the Manager As at the date of this Prospectus, the Manager is the authorised fund manager in respect of the following authorised unit trusts: Standard Life Investments Dynamic Distribution Fund Standard Life Investments Global Absolute Return Strategies Fund Standard Life Investments Global Real Estate Fund Standard Life Investments Ignis American Growth Fund* Standard Life Investments Ignis Balanced Growth Fund* Standard Life Investments Ignis Corporate Bond Fund* Standard Life Investments Ignis European Growth Fund* Standard Life Investments Ignis European Smaller Companies Fund* Standard Life Investments Ignis Global Growth Fund* Standard Life Investments Ignis High Income Bond Fund* Standard Life Investments Ignis Managed Portfolio Fund* Standard Life Investments Ignis Pacific Growth Fund* Standard Life Investments UK Real Estate Trust Standard Life Investments Ignis Smaller Companies Fund* Standard Life Investments Ignis UK Equity Income Fund* Standard Life Investments Strategic Bond Fund Standard Life Investments UK Property Fund* Standard Life Investments UK Property Feeder Trust* Standard Life Wealth Balanced Bridge Fund Standard Life Wealth Bridge Fund Standard Life Wealth Falcon Fund Standard Life Wealth Phoenix Fund Standard Life Wealth Merlin Fund The Notts Trust In addition to the above mentioned funds, the Manager is also the Authorised Corporate Director in respect of the following investment companies with variable capital:

18 12 Global Managers Investment Company Standard Life Investment Company Standard Life Investment Company II Standard Life Investment Company III Standard Life Investment Company IV* Standard Life Investments UK Real Estate Funds ICVC Standard Life Wealth Acer Fund *These unit trusts and investment company are in the process of being wound up. 6. THE TRUSTEE 2 The trustee and depositary of the Fund is Citibank Europe plc, a public limited company with registered number domiciled in Ireland) (hereinafter referred to as the Trustee ). Its ultimate holding company is Citigroup Inc., incorporated in New York, USA. 6.1 Registered office 1 North Wall Quay, Dublin, Ireland. 6.2 Address for correspondence The Trustee conducts its business in the UK through its branch offices at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB. The Trustee is authorised by the Central Bank of Ireland and the Prudential Regulation Authority but in respect of its services as a trustee and depositary in the UK is subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority. Details about the extent of the Trustee s authorisation and regulation are available from the Trustee on request. 6.3 Terms of appointment The appointment of the Trustee as depositary was by an agreement dated 18 March 2016 and made between the Manager and the Trustee (the Depositary Agreement ) Under the terms of the Depositary Agreement the assets of the Fund have been entrusted to the Trustee for safekeeping. 2 Citibank International Limited was appointed as the Trustee of the Fund with effect from 23:58 on 27 September Citibank Europe plc, UK Branch became Trustee pursuant to a restructuring event which took place under the European Cross- Border Merger Directive 2005/56/EC on 1 January 2016, pursuant to which all contractual obligations of Citibank International Limited (as former trustee) were automatically transferred by operation of law to the Trustee. Before Citibank International Limited, the Trustee of the Fund was National Westminster Bank Plc.

19 The key duties of the Trustee consist of: (i) (ii) (iii) (iv) (v) (vi) Cash monitoring and verifying the Fund s cash flows; Safekeeping of the Scheme Property Ensuring that the sale, issue, re-purchase, redemption, cancellation and valuation of Units are carried out in accordance with the Trust Deed constituting the Fund, the Prospectus, and applicable law, rules and regulations; Ensuring that in transactions involving Scheme Property any consideration is remitted to the Fund within the usual time limits; Ensuring that the Fund s income is applied in accordance with the Trust Deed constituting the Fund, the Prospectus, applicable law, rules and regulations; and Carrying out the instructions of the Manager unless they conflict with the Trust Deed, the Prospectus or applicable laws, rules or regulations. 6.4 Delegation Under the Depositary Agreement, the Trustee has the power to delegate its safekeeping functions As at the date of this Prospectus, the Trustee has entered into written agreements delegating the performance of its safekeeping function in respect of certain of the Fund s assets to the following delegates: Citibank N.A. The subdelegates that have been appointed as at the date of this Prospectus are set out in Appendix Liability of the Trustee As a general rule, the Trustee is liable for any losses suffered as a result of the Trustee s negligent or intentional failure to properly fulfil its obligations except that it will not be liable for any loss where: (i) (ii) The event which has led to the loss is not the result of any act or omission of the Trustee or of a third party; The Trustee could not have reasonably prevented the occurrence of the event which led to the loss despite adopting all precautions incumbent on a diligent trustee and depositary as reflected in common industry practice;

20 14 (iii) Despite rigorous and comprehensive due diligence, the Trustee could not have prevented the loss In the case of loss of a financial instrument by the Trustee, or by a third party, the Trustee is under an obligation to return a financial instrument of identical type or corresponding amount without undue delay unless it can prove that the loss arose as a result of an external event beyond the Trustee s reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary As a general rule, whenever the Trustee delegates any of its safekeeping functions to a delegate, the Trustee will remain liable for any losses suffered as a result of an act or omission of the delegate as if such loss had arisen as a result of an act or omission of the Trustee. The use of securities settlement systems does not constitute a delegation by the Trustee of its functions. 6.6 Conflict of Interest From time to time conflicts may from the appointment by the Trustee of any of its delegates out of which may arise a conflict of interest with the Fund. For example, Citibank N.A., which has been appointed by the Trustee to act as custodian of the Scheme Property, also performs certain investment operations and functions and derivatives collateral management functions delegated to it by the Investment Adviser. It is therefore possible that a conflict of interest could arise. Citibank N.A. and any other delegate are required to manage any such conflict having regard to the FCA Regulations and its duties to the Trustee and the Manager There may also be conflicts arising between the Trustee, the Fund, the Unitholders and the Manager. The Trustee is prohibited from carrying out any activities with regard to the Fund unless: (i) (ii) (iii) The Trustee has properly identified any such potential conflict of interest; The Trustee has functionally and hierarchically separated the performance of the trustee and depositary tasks from other potentially conflicting tasks; and The potential conflicts of interest are properly managed, monitored and disclosed to the investors.

21 Termination The Depositary Agreement provides that appointment of the Trustee may be terminated by either the Manager or the Trustee on not less than 90 days prior written notice to the other party. Termination cannot take effect until a successor trustee and depositary has been appointed. To the extent permitted by the Regulations and applicable law, rules and regulations the Manager will indemnify the Trustee (or its associates) against the costs, charges, losses and liabilities incurred by the Trustee (or its associates) in the proper execution or exercise (reasonably and in good faith) of its duties, powers, authorities, discretions and responsibilities to the Fund, except in the failure of the Trustee (or its associates) to exercise due care and diligence in the discharge of its functions in respect of the Fund or arising out of the event of its negligence, fraud or wilful default The fees to which the Trustee is entitled are set out in section Unitholders may request an up-to-date statement regarding any of the information set out above from the Manager. 7. DELEGATION 7.1 The Manager is permitted, in accordance with the FCA Regulations, to delegate certain functions to third parties, including group companies. 7.2 As at the date of this Prospectus, the Standard Life Investments group of companies (of which the Manager is part) provides a wide range of services in respect of the Fund, including portfolio management, marketing and distribution, management of suppliers, controls of pricing and expenses and compliance. The Manager has delegated certain functions specified in section 8 to the Investment Adviser. 7.3 In addition, external suppliers may be retained by the Standard Life Investments group of companies (including the Manager) for the provision of services. As at the date of this Prospectus services which are provided on an on-going basis by external suppliers include fund accounting, investor record keeping and transfer agency (ie the processing of applications for sales, redemptions, conversions and switches, servicing investor requests and enquiries relating to the Fund). The Manager has delegated certain of the registrar s operational duties to DST Financial Services International Limited ( DST Limited ), and also certain administrative functions to DST Financial Services Europe Limited ( DST Europe Limited ) and DST Limited (together DST ). The Investment Adviser is an associate of the Manager. The Investment Adviser is an associate of the Manager.

22 For the avoidance of any doubt, the Trustee, the custodian and the Auditor are not service suppliers to the Manager or its delegates. Fees and expenses payable to these parties are payable directly from the Fund. 7.5 The services which are currently delegated and outsourced to external third parties are paid from the aggregate revenue received by the Manager out of the Fund. Any surplus or deficit between the charges levied on the Fund and the actual expenses incurred will be recognised as profit or loss by the Standard Life Investments group. 8. THE INVESTMENT ADVISER 8.1 The Investment Adviser of the Fund is Standard Life Investments Limited (authorised and regulated by the Financial Conduct Authority), and their principal business activity is discretionary investment management. The Investment Adviser has been appointed by the Manager to provide discretionary management services and prepare marketing literature in respect of the Fund. 8.2 The Investment Management Agreement will reflect any requirements of the Regulations relating to termination and otherwise can be terminated on not less than 3 months' notice. 8.3 The Investment Adviser has full authority to make all investment decisions on behalf of the Manager concerning the scheme property of the Fund which is managed by it. The Investment Management Agreement gives the Investment Adviser the discretion to appoint specialist asset management companies either from within or outwith the Standard Life Aberdeen group as investment managers in order to benefit from their expertise and experience. 8.4 The Manager also employs the Investment Adviser to perform certain activities involving valuation, pricing, dealing and other back office functions. The Investment Adviser is permitted to sub-delegate these functions to other persons. 8.5 The Investment Adviser has sub-delegated responsibility for strategic asset allocation, tactical asset allocation, portfolio construction and implementation to Standard Life Wealth Limited. Standard Life Wealth Limited is authorised and regulated by the Financial Conduct Authority. It is in the same group of companies as the Investment Adviser and the Manager. 8.6 The Investment Adviser is in the same group of companies as the Manager. The Manager discharges, at its own expense out of the aggregate revenue received by it out of the Fund, the fees of the Investment Adviser (both in respect of acting as Investment Adviser and in respect of its other functions) for their services. 8.7 The registered office of the Investment Adviser is at 1 George Street, Edinburgh, EH2 2LL.

23 17 9. THE REGISTRAR, REGISTER OF UNIT HOLDERS, TRANSFER AGENCY ETC. 9.1 The Manager is the registrar. As at the date of this Prospectus the Manager has delegated certain of the registrar s operational duties to DST Limited. 9.2 The Register is kept and can be inspected during normal office hours at the offices of DST Limited at DST House, St Nicholas Lane, Basildon, Essex, SS15 5FS by any Unitholder or any Unitholder's duly authorised agent. 9.3 The Manager will meet the fees and expenses payable to DST Limited for discharging certain of its registration duties delegated to DST Limited, from the aggregate revenue received by the Manager out of the Fund. 9.4 The Manager is entitled to the charge which it makes in respect of registrar functions, which is payable separately to the annual management charge. For more detail, please see section The Manager has delegated certain administration functions to DST. These services include processing applications for the sale and redemption of shares, the servicing of certain investor requests and enquiries and other administration services relating to the Fund. 9.6 The Manager discharges, at its own expense out of the aggregate revenue received by it out of the Fund, the fees of the DST. 10. THE AUDITORS 10.1 The auditors of the Fund are KPMG LLP, 15 Canada Square, London, E14 5GL. 11. CONSTITUTION OF THE FUND 11.1 Establishment The Fund was constituted by a trust deed dated 4th March 1998 between the then manager and the then trustee. The trust deed (as amended or updated from time to time) constituting the Fund is referred to throughout this Prospectus as the "Trust Deed" Investment Powers and Limits The Fund's investment objective and policy set out in section 3 above are subject to the limits on investment contained in Chapter 5 of the FCA Regulations (a summary of which is contained in Appendix 2) Winding Up The Fund will not be wound up except in accordance with the COLL Sourcebook The Trustee shall proceed to wind-up the Fund:

24 18 (a) (b) (c) (d) (e) if the order declaring the Fund to be an authorised unit trust scheme is revoked; or if the Manager or the Trustee requests the FCA to revoke the order declaring a Fund to be an authorised unit trust scheme and the FCA has agreed (provided no material change in any relevant factor occurs) that on the winding up of a Fund, the FCA will accede to that request; or the expiration of any period specified in the Trust Deed as the period at the end of which a Fund is to be wound up or a Fund is to terminate; or on the effective date of a duly approved scheme of arrangement which is to result in the relevant Fund being left with no Scheme Property; or the passing of an extraordinary resolution winding up the Fund, provided FCA's prior consent to the resolution has been obtained by the Manager or Trustee If any of the events set out above in this section 11.3 (Winding Up) occurs the rules in the COLL Sourcebook, concerning Dealing (COLL 6.2), Valuation and Pricing (COLL 6.3) and Investment and Borrowing Powers (COLL 5), will cease to apply. The Trustee shall cease to issue and cancel units and the Manager will stop redeeming and selling units In the case of a scheme of arrangement referred to in paragraph (d) above, the Trustee shall wind up a Fund in accordance with the approved scheme of arrangement In any other case, the Trustee shall, as soon as practicable after the Fund falls to be wound up, realise the assets of the Fund and, after paying, or retaining adequate provision for, all liabilities properly payable and retaining provision for the costs of the winding up, distribute the proceeds to the Unitholders and the Manager proportionately to their respective interest in the Fund Any unclaimed net proceeds or other cash (including unclaimed distribution payments) held by a Fund after twelve months from the date the proceeds became payable, shall be paid by the Trustee into Court, although the Trustee will have the right to retain any expenses incurred in making that payment. On completion of the winding up, the Trustee shall notify the FCA in writing of that fact and the Trustee or the Manager shall request the FCA to revoke the order of authorisation.

25 Reports and Accounting Reference Dates Accounting Dates (a) (b) The annual accounting period of the Fund ends on the 31st March in each year (the Accounting Reference Date). The interim accounting period of the Fund ends on the 30th September in each year and such other date or dates as the Manager may determine Long Reports Long annual and half yearly reports and accounts will be prepared in accordance with the FCA Regulations within four months after the end of each annual accounting period and within two months after the end of each half yearly accounting period respectively. Long reports and accounts will be available free of charge to Unitholders upon request Performance of the Fund In accordance with regulatory requirements past performance information for the Fund is shown in Appendix 6. The table in Appendix 6 makes clear the period of time to which the past performance information relates. The past performance information is provided up to the end of the last annual accounting period before the date of this Prospectus. The past performance information therefore may not be current. If you require more up to date information please telephone When reviewing this information please bear in mind that past performance should not be seen as an indication of future performance. 12. CHARACTERISTICS OF UNITS IN THE FUND 12.1 General Whilst the Trust Deed permits the issue of both income and accumulation Units, currently only Income Units are available. Further details on the classes of Unit(s) currently in issue are set out in Appendix 1 to this Prospectus. Income will be allocated to Unitholders of units in accordance with the provisions of the Trust Deed and the FCA Regulations Each Unitholder of a unit in the Fund is entitled to participate in the property of the Fund and the income thereof in the proportion that the value of his Units bears to the value of the property in the Fund A Unitholder's right in respect of the Fund as represented by his Units is that of a beneficial interest under a trust.

26 Title to Units is to be evidenced by entries on the Register. Certificates evidencing title to those Units will not be issued Investment in Units is restricted to meeting certain requirements ("Unit Class Restrictions") as set out in Appendix 1. The Manager has the right to waive the Unit Class Restrictions for any class of Unit in the Fund at any time Voting Rights At any meeting of Unitholders of the Fund on a show of hands every holder who (being an individual) is present in person or (being a corporation) is present by its properly authorised representative has one vote. A poll may be demanded by the Chairman of the meeting, by the Trustee, or by not less than two Unitholders. On a poll every holder who is present in person or by proxy has one vote for every complete Unit and a further part of one vote proportionate to any fraction of a Unit of which he is the holder and a holder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority is determined by the order in which the names stand in the Register of Unitholders The Manager is entitled to receive notice of and attend any meeting of Unitholders but is not entitled to vote or be counted in the quorum. Any associate of the Manager holding Units shall not be entitled to vote at such a meeting except in respect of Units which he holds on behalf of a person who, if himself were the registered holder, would be entitled to vote and from whom he has received voting instructions A meeting of Unitholders duly convened and held in accordance with the FCA Regulations may by extraordinary resolution require, authorise or approve any act, matter or document in respect of which any such resolution is required or expressly contemplated by the FCA Regulations but shall not have any other powers Unitholders will receive at least 14 days' notice of any meetings of Unitholders Notices to Unitholders A notice to a Unitholder is duly served if it is sent by post to or left at the Unitholder's address as appearing in the Register or sent using electronic means in accordance with the FCA Regulations.

27 Any notice or document served by post is deemed to have been served on the second business day following the day on which it is posted. Any document left at a registered address or delivered other than by post is deemed to have been served on that day. 13. PRICING AND VALUATION OF THE PROPERTY OF THE FUND The property of the Fund will normally be valued at 12 noon on each Dealing Day for the purpose of calculating the prices at which Units may be issued, cancelled, bought and sold The Manager reserves the right to revalue the Fund at any time if it considers it desirable to do so. Special valuations may take place if at any time the Manager knows or has reason to believe that the value of the property of the Fund has increased or decreased by 2% or more since the previous valuation Additional valuations may also be carried out in accordance with the FCA Regulations in connection with a scheme of amalgamation or reconstruction, or on the day the annual or half-yearly accounting period ends The Fund operates as a single priced scheme, calculated with reference to the Net Asset Value of the Fund. The Net Asset Value per Unit is currently calculated at 12 noon (UK Time) on each Dealing Day, the Valuation Point Prices must be the most recent prices that can reasonably be obtained after the Valuation Point in order to give an accurate valuation as at that point. If, in the opinion of the Manager, the price obtained of an investment is unreliable or no recent trade price is available or if no recent price exists, it would be valued at a value which, in the opinion of the Manager, is fair and reasonable Full details of the basis for calculating the Net Asset Value of the Fund are set out in Appendix CHARGES AND EXPENSES 14.1 The Manager The Trust Deed permits the Manager to deduct an initial charge from the total amount of any subscriptions paid by any investor, at a rate of 10% of that total subscription amount (though this initial charge may be waived wholly or partially at the Manager's discretion). Accordingly, where an initial charge is deducted, the amount actually invested into Units in the Fund will be less than the amount subscribed by an investor.

28 In addition, the Trust Deed permits the Manager to make an annual periodic charge (the "Management Charge") out of the property of the Fund (plus VAT thereon if applicable) The current annual Management Charge for the Unit classes available in the Fund are set out in Appendix 1 (out of which Manager's expenses and the fees of any investment adviser will be met). The annual Management Charge, which is calculated and accrued daily, is calculated separately in respect of each class of Unit by applying the appropriate annual Management Charge to its proportionate interest in the underlying value of the Fund. For these purposes, the value of the Fund is taken as at the valuation point on the previous business day, taking into account any sales and/or redemptions on that day. Each accrual commences on the first day calendar day and shall end on the last calendar day and is based on the net asset value of the Scheme applicable for the last business day of the previous month and is payable monthly in arrears The Manager is under no obligation to account to the Trustee or to the Unitholders for any profit it makes on the issue of Units, or on the re-issue or cancellation of Units which it has redeemed The Trustee The Trustee receives for its own account a periodic fee which will accrue monthly on the last day in each calendar month in respect of that day and the period since the last day in the preceding month and is payable monthly in arrears on the last business day in each month. The fee is calculated by reference to the value of the Fund on the last business day of the preceding month except for the first accrual which is calculated by reference to the first valuation point of the Fund. The fee is payable out of the Scheme Property. The rate of the periodic fee is agreed between the Manager and the Trustee in accordance with the FCA Regulations. The current charge is calculated on a sliding scale for the Fund on the following basis: 0.027% per annum of the first 40 million of the Scheme Property 0.017% per annum of the next 40 million of the Scheme Property 0.007% per annum of the next 420 million of the Scheme Property % per annum of the next 500 million of the Scheme Property 0.001% per annum of the remaining balance.