OLD MUTUAL GLOBAL INVESTORS SERIES PLC an investment company with variable capital incorporated with limited liability in Ireland with registered number 271517, established as an umbrella fund with segregated liability between funds and authorised pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 HONG KONG SUPPLEMENT This supplement (the Supplement ) is supplemental to, forms part of and should be read in conjunction with the prospectus for Old Mutual Global Investors Series plc ( Company ) dated 8 November2013 (the Prospectus ). Unless otherwise provided in this Supplement, terms defined in the Prospectus have the same meaning in this Supplement. 8 November 2013 SK013/007/AC#5497521.1 main\qchow\11026418_1.doc
CONTENTS Page IMPORTANT INFORMATION FOR INVESTORS... 3 FUNDS AVAILABLE IN HONG KONG... 3 HONG KONG REPRESENTATIVE... 4 DEFINITIONS... 5 INVESTMENT OBJECTIVES AND POLICIES... 5 RISK FACTORS... 10 SUBCRIPTIONS, REPURCHASES AND DEALINGS IN SHARES... 10 NET ASSET VALUE... 14 FEES AND EXPENSES... 14 MANAGEMENT AND ADMINISTRATION... 14 TAXATION IN HONG KONG... 15 CONFLICTS OF INTEREST AND TRANSACTION WITH CONNECTED PERSONS... 15 KEY INVESTOR INFORMATION DOCUMENT... 15 REPORTS... 16 DOCUMENTS AVAILABLE FOR INSPECTION... 16 OTHER INFORMATION... 16 2 main\qchow\11026418_1.doc
IMPORTANT INFORMATION FOR INVESTORS If you are in doubt about the contents of the Prospectus or this Supplement (as defined below) you should consult your bank manager, legal adviser, accountant or other financial adviser. The Directors of the Company accept responsibility for the information contained in this Supplement. The Company is an open-ended umbrella type investment company with segregated liability between funds and variable capital incorporated with limited liability under the laws of Ireland. The Company has been authorised by the Central Bank as a UCITS within the meaning of the Regulations. The Company and the Funds set out below under the section headed Funds Available in Hong Kong have been authorised by the Securities and Futures Commission ( SFC ) in Hong Kong under Section 104 of the Securities and Futures Ordinance of Hong Kong ( SFO ) and are available for sale to the public in Hong Kong. Such authorisation is not a recommendation or endorsement of the Company nor does it guarantee the commercial merits of the Company or its performance. It does not mean the Company is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. This Supplement is for distribution in Hong Kong only. This Supplement does not constitute a prospectus for the purposes of applicable Irish law. This Supplement contains additional details of the Funds authorised for distribution in Hong Kong. The Company has other Funds which are approved by the Central Bank but which are not offered for sale in Hong Kong. Marketing Rules Shares are offered only on the basis of the information contained in the Prospectus and this Supplement, which are valid only if accompanied by a copy of the latest annual report and, if published thereafter, the latest half-yearly report. Notwithstanding any statement to the contrary contained in the Prospectus, both the English and Chinese versions of the Prospectus and this Supplement have the same authority and neither English version nor the Chinese version of these documents shall prevail over the other. FUNDS AVAILABLE IN HONG KONG Warning: In relation to the Funds as set out in the Prospectus, only the following Funds are authorised by the SFC pursuant to Section 104 of the SFO and hence may be offered to the public of Hong Kong:- Old Mutual World Equity Fund Old Mutual European Equity Fund Old Mutual Japanese Equity Fund Old Mutual Pacific Equity Fund Old Mutual Global Bond Fund Old Mutual Emerging Market Debt Fund Old Mutual Total Return USD Bond Fund Please note that the Prospectus is a global offering document and therefore also contains information of the following Funds which are not authorised by the SFC:- Old Mutual US Large Cap Growth Fund Old Mutual North American Equity Fund Old Mutual US Dividend Fund 3 main\qchow\11026418_1.doc
Old Mutual US Large Cap Value Fund Old Mutual Swedish Equity Fund Old Mutual Swedish Growth Fund Old Mutual Swiss Equity Fund Old Mutual Greater China Equity Fund Old Mutual Asian Equity Fund Old Mutual Global Emerging Markets Fund Old Mutual High Yield Bond Fund Old Mutual Local Currency Emerging Market Debt Fund Old Mutual Swedish Bond Fund Old Mutual Investment Grade Corporate Bond Fund Old Mutual SEK Reserve Fund Old Mutual Healthcare Fund Old Mutual Technology Fund Old Mutual European Best Ideas Fund Old Mutual Managed Futures Fund Old Mutual UK Smaller Companies Focus Fund Old Mutual UK Dynamic Equity Fund Old Mutual Global Equity Absolute Return Fund Old Mutual Global Strategic Bond Fund No offer shall be made to the public of Hong Kong in respect of the above unauthorised Funds. The issue of the Prospectus was authorised by the SFC only in relation to the offer of the above SFCauthorised Funds to the public of Hong Kong. Intermediaries should take note of this restriction. This Supplement and the Prospectus should be read and construed as a single document. HONG KONG REPRESENTATIVE The Hong Kong Representative is Old Mutual Global Investors (Asia Pacific) Ltd. which was incorporated in Hong Kong on 17 December, 2001. The Hong Kong Representative has been appointed by the Company and the Investment Manager to represent them in Hong Kong. Office of the Hong Kong Representative: Old Mutual Global Investors (Asia Pacific) Ltd, 24/F Henley Building, 5 Queen s Road, Central, Hong Kong ENQUIRIES AND COMPLAINTS Investors may contact the Hong Kong Representative for any queries or complaints in relation to the Company at the Hong Kong Representative s address as set out in the section headed Hong Kong Representative or by phone at + 852 2810 8626. In the event of a significant complaint made by an investor, such as: (i) a breach of fund constitutive documents or investment guidelines; (ii) a breach of any relevant rule or regulation; (iii) a matter resulting in a substantial loss to a fund or an investor; (iv) negligence, dishonesty, fraud, bribery or corruption; and (v) the repetition or recurrence of a matter previously complained of (whether significant or otherwise), the investor will be asked to put the nature and details of such complaint in writing. In respect of a general enquiry or complaint, the Hong Kong Representative will normally revert to the Shareholder within 7 Business Days by phone or in writing. Where it becomes apparent that the 4 main\qchow\11026418_1.doc
complaint cannot be resolved within 7 Business Days, the Shareholder who made such compliant will be given a status update as to the investigation of such compliant and all efforts will be made to ensure that the complaint is satisfactorily resolved within 28 days of the initial reporting. As part of the final response, the Shareholder will be advised of what further steps are available to it under the regulatory system. DEFINITIONS For the definitions of the capitalised terms used herein, please refer to the section headed Definitions in the Prospectus. In addition, for a list of complete Business Days, investors may consult the Company fund calendar which is available on www.omglobalinvestors.com. Investors should note that the aforesaid website is not authorised by the SFC and may contain information which is not targeted to Hong Kong investors. INVESTMENT OBJECTIVES AND POLICIES The assets of each Fund will be invested separately in accordance with the investment objectives and policies of the relevant Fund which are set out in the Prospectus. In the event of a change of the investment objective and/or policy of a Fund, no less than one month s prior notice will be provided by the Fund. Financial Derivative Instruments Details of the investment techniques and financial derivative instruments which the Company may employ are set out in the section headed Financial Derivative Instruments of the Prospectus. These techniques and financial derivative instruments may include the use of repurchase and reverse repurchase agreements and derivatives. Forward currency contracts may be entered into to hedge exposure to one currency as well as currency options and over-the-counter contracts. Unless otherwise stated under the investment objective and policy of the relevant Fund, a Fund may use financial derivative instruments for (i) hedging purposes, (ii) efficient portfolio management, and/or (iii) investment purposes, subject to the conditions and within the limits from time to time laid down by the Central Bank. Notwithstanding the aforesaid, it is currently intended that the following Funds will not use financial derivative instruments extensively for any purposes:- Old Mutual World Equity Fund Old Mutual European Equity Fund Old Mutual Japanese Equity Fund Old Mutual Pacific Equity Fund Old Mutual Emerging Market Debt Fund However, the following Funds may use financial derivative instruments extensively for (i) hedging purposes and (ii) efficient portfolio management. The following Funds may also invest substantially in financial derivative instruments for investment purposes:- Old Mutual Global Bond Fund Old Mutual Total Return USD Bond Fund It is not currently the intention that the Funds will employ any specific strategy in respect of the use of financial derivative instruments, but such instruments may nevertheless be used by each Fund in accordance with its investment objective and policy. 5 main\qchow\11026418_1.doc
Investors should refer to the risk factor headed Derivative Risks in the section headed Risk Factors of the Prospectus for the risks relating to use of derivative instruments. Derivative instruments are highly volatile. For a Fund which may invest substantially in financial derivative instruments for investment purposes, in the worst case scenario, significant loss (as much as 100% of the net asset value of the Fund) may arise from the extensive use of financial derivative instruments. Further, a Fund may invest in repurchase/reverse repurchase agreements in accordance with the requirements set out in Schedule II to the Prospectus. None of the Funds currently authorised in Hong Kong (i) has entered into a repurchase/reverse repurchase agreement as of the date of this Supplement and (ii) will engage in securities lending activities. Further Information Relating to the Investment Objectives and Policies of Old Mutual Total Return USD Bond Fund The objective of the Old Mutual Total Return USD Bond Fund is to seek to maximise total return consistent with preservation of capital and prudent investment management. It cannot be guaranteed that the performance of the Fund will generate a return and there may be circumstances where no return is generated or the amount invested is lost. Profile of a typical investor The profile of a typical investor of each Fund is set out under the heading Profile of a typical investor in the section headed Investment Objective and Policy of Each Fund in the Prospectus. Investors should note that the information provided therein is for reference only. Before making any investment decisions, investors should consider their own specific circumstances, including, without limitation, their own risk tolerance level, financial circumstances and investment objectives. If in doubt, investors should consult their stockbrokers, bank managers, solicitors, accountants, representative banks or other financial advisers. Investment Restrictions The Investment Manager and the Investment Adviser may not obtain a rebate on any fees or charges levied by an underlying collective investment scheme or its management company. Risk Management Process for Financial Derivative Instruments The Central Bank requires that any UCITS fund that use financial derivative instruments document the system of risk limitation adopted by the fund to ensure that the risks involved in the use of such instruments are properly managed, measured and monitored on an ongoing basis. This is documented in the risk management process which is a document filed with the Central Bank. Any update of this document must be reviewed by the Central Bank. The following provides a summary of the risk management process of the Company. Entities responsible for risk monitoring and the valuations of financial derivative instruments The Company is responsible for the implementation of the systems and controls set out in the risk management process. It has established a permanent risk management function. The compliance and risk management function at the Investment Manager carry out the day-to-day activities associated with the permanent risk management function of the Company. Some related activities have been delegated to the Administrator and the Investment Advisers as described in more detail below. 6 main\qchow\11026418_1.doc
The Investment Manager is responsible for monitoring and measuring the risks associated with the use of financial derivative instruments by the Company and their contribution to the overall risk profile of the Company under these policies and procedures. Any material change in these policies and procedures must be approved by the Board and submitted for approval to the Central Bank.. The Company has appointed the Investment Manager as the Company s risk manager. The Investment Manager has in turn appointed the Administrator to provide certain elements of the risk management process associated with the daily monitoring of financial derivative instruments exposure in the Funds. In practice this means that the Administrator is responsible for monitoring restrictions relating to global, position and counterparty exposure and, where relevant, value at risk ( VaR ) and reporting on any material non-compliance with the Regulations, or other irregularity, to the Investment Manager for review and assessment. The Investment Manager has also appointed the Custodian to carry out a separate and independent compliance monitoring role. The Custodian reviews the Regulations and investment policies and limits (including financial derivative instruments limits) for each Fund on an ongoing basis. In addition, the Investment Manager and each of the Investment Advisers have an important role to play in the management of risk relating to the use of financial derivative instruments within the Fund for which it acts. An Investment Adviser s role with respect to the risk management process of a Fund is a secondary safeguard, rather than a primary one. The Investment Manager based on information provided to it by the Administrator, has sole responsibility for monitoring and employing a risk management process on behalf of the Company. The chart set out below highlight the above relationships. 7 main\qchow\11026418_1.doc
The Company Board of Directors The Investment Manager The Investment Manager is the entity responsible for risk management in respect of the Company Investment Manager s Investment Committee Investment Risk & Performance Team Investment Adviser The Administrator Monitors FDI risk and exposure and reports back to the Investment Manager Investment Adviser Investment Adviser Investment Advisers to Funds Investment Adviser etc Global Exposure and Leverage Each Fund is categorised based on whether or not the Fund uses financial derivative instruments to a large extent and in a systematic way as part of a complex investment strategy. Unless otherwise stated under the investment objective and policy of the relevant Fund, for Funds that may only use financial derivative instruments for efficient portfolio management or hedging purposes and which do not use financial derivative instruments substantially to achieve the Fund s stated investment objective, global exposure and leverage will be calculated by using the commitment approach, whereby positions in financial derivative instruments will be converted into the equivalent position in the underlying assets to ensure that the Fund s exposure to financial derivative instruments is monitored in terms of any future commitment which it may make. A Fund s global exposure and leverage measured by the commitment approach will not exceed 100% of the Fund s Net Asset Value. Certain financial derivative instruments that do not result in the incremental exposure for the Fund will not be taken into account when calculating the commitment approach. Temporary borrowing arrangements entered into on behalf of a Fund also need not be 8 main\qchow\11026418_1.doc
included in the global exposure calculation. Additionally, a Fund may take account of netting and hedging arrangements when calculating global exposure, where these arrangements do not disregard obvious and material risks and result in a clear reduction in risk exposure. Where a Fund uses financial derivative instruments substantially to achieve the Fund s stated investment objective, or employs an investment strategy for which the commitment approach does not adequately capture the related risks, the Fund will employ an advanced risk methodology, being VaR methodology, to calculate global exposure. In this regard, either the relative VaR model or the absolute VaR model will be used. Please refer to the section headed Investment Objective and Policy of Each Fund in the Prospectus on the calculation methodology adopted by each Fund. The reporting lines and escalation paths in relation to the monitoring of global exposure and leverage in the Funds are illustrated in the flow chart below:- Company Administrator Board of Directors Investment Manager Investment Adviser Investment Manager s Investment Committee Normal Reporting Further escalation Counterparty Exposure Currently, the Company uses a positive mark-to market approach to measure, monitor and manage credit risk exposure from OTC derivatives. The counterparty exposure will be calculated using the positive mark-to-market value of the OTC derivative plus the future credit exposure to maturity (an estimate of the maximum loss) in the event of counterparty default. Each Investment Adviser is responsible for ensuring its compliance with the Investment Manager s policy on counterparty risk and exposure. As an overlay, the Administrator will verify that the requirements on counterparty risk and exposure are met by each Investment Adviser on a monthly basis. Breaches of these limits will be reported to the Investment Manager. The Investment Manager will contact the relevant Investment Adviser and seek clarification on why the breach occurred and any necessary remedial action to be taken. If such breach is material, the Board shall be notified. 9 main\qchow\11026418_1.doc
RISK FACTORS Investors should refer to the section headed Risk Factors of the Prospectus and the following additional information in respect of the risks associated with investing in the Funds. Further Risks Relating to REITS A Fund may invest in REITs that may not be authorised by the SFC. Further, the dividend policy of a Fund may not be representative of the dividend policy of the underlying REITs in which it has invested. Investors should note that the Risk Factors section in the Prospectus and the risks set out above are general risks associated with investment in the Funds. To the best of the knowledge and information of the Directors, the Prospectus and this Supplement includes the information necessary for investors to make an informed decision as to whether or not to invest in a Fund and in particular the risks associated with any such investment. Investors should not solely rely upon such information in determining whether to make an investment in a Fund and should note that there may be various other considerations which may also need to be taken into account before making any decision to invest in a Fund. Further Risks Relating to Compliance with US Reporting and Withholding Requirements The Company will endeavour to satisfy the requirements imposed on the Company by the FATCA to avoid the imposition of FATCA withholding tax. However, there can be no guarantee or assurance that the Company will comply with all the requirements imposed by the FATCA. In the event that the Company is not able to comply with the requirements imposed by the FATCA and the Company does suffer US withholding tax on its investments as a result of non-compliance, the Net Asset Value may be adversely affected and the Company may suffer significant loss as a result. Distribution Policy The distribution policy in respect of the Funds is set out in the Prospectus under the section headed Distribution Policy. The Distributing Share Classes of the Funds available to Hong Kong investors are set out below: FUND CLASS Distribution Frequency Old Mutual Global Bond Fund Class A (USD) Income Monthly Old Mutual Emerging Market Debt Fund Class A (USD) Income Monthly Old Mutual Total Return USD Bond Fund Class A (USD) Income Monthly Other Distributing Share Classes which are not mentioned above are not available to Hong Kong investors. SUBCRIPTIONS, REPURCHASES AND DEALINGS IN SHARES Classes of Shares The Classes of Shares currently offered are Class A, Class B, Class C, Class I, Class R, Class S, Class X, Class U1 and Class U2 Shares. Investors should refer to Schedule III to the Prospectus on the details of the Classes of Shares in the Funds. Class B, Class C, Class R, Class S, Class X, Class U1 and Class U2 Shares are currently not available to Hong Kong investors. 10 main\qchow\11026418_1.doc
The details on the Classes of Shares of each Fund which are available to Hong Kong investors together with details on the initial subscription price, minimum initial investment, minimum subsequent investment and the minimum holding per Shareholder of each of such Classes are set out below: FUND CLASS CURRENCY INITIAL SUBSCRIPTION PRICE INITIAL OFFER PERIOD STATUS Minimum Initial Investment Minimum Subsequent Investment and Minimum Holding Requirement Old Mutual World Equity Fund Old Mutual European Equity Fund Old Mutual Japanese Equity Fund Old Mutual Pacific Equity Fund Old Mutual Global Bond Fund Old Mutual Emerging Market Debt Fund A (USD) USD N/A Existing USD 1,000 USD 500 A (EUR) Hedged EUR EUR 10 New EUR 1,000 EUR 500 I (USD) USD USD 10 New USD 5,000,000 USD 2,500,000 A (EUR) EUR N/A Existing EUR 1,000 EUR 500 A (USD) USD N/A Existing USD 1,000 USD 500 I (EUR) EUR EUR 10 New EUR 5,000,000 EUR 2,500,000 A (JPY) JPY N/A Existing JPY 1,000 JPY 500 A (USD) USD N/A Existing USD 1,000 USD 500 A (USD) Hedged USD USD 10 New USD 1,000 USD 500 A (EUR) Hedged EUR N/A Existing EUR 1,000 EUR 500 I (JPY) JPY JPY 10 New JPY 5,000,000 JPY 2,500,000 A (USD) USD N/A Existing USD 1,000 USD 500 A (EUR) EUR N/A Existing EUR 1,000 EUR 500 A (EUR) Hedged EUR EUR 10 New EUR 1,000 EUR 500 I (USD) USD N/A Existing USD 5,000,000 USD 2,500,000 A (USD) USD N/A Existing USD 1,000 USD 500 A (USD) Income USD N/A Existing USD 1,000 USD 500 A (EUR) Hedged EUR N/A Existing EUR 1,000 EUR 500 I (USD) USD N/A Existing USD 5,000,000 USD 2,500,000 A (USD) USD N/A Existing USD 1,000 USD 500 A (USD) Income USD N/A Existing USD 1,000 USD 500 A (EUR) EUR N/A Existing EUR 1,000 EUR 500 A (EUR) Hedged EUR N/A Existing EUR 1,000 EUR 500 A (AUD) AUD AUD 10 New AUD 1,000 AUD 500 11 main\qchow\11026418_1.doc
Hedged I (USD) USD N/A Existing USD 5,000,000 USD 2,500,000 Old Mutual Total Return USD Bond Fund A(USD) USD N/A Existing USD1,000 USD500 A (USD) Income USD N/A Existing USD 1,000 USD 500 A (EUR) EUR N/A New EUR 1,000 EUR 500 A (EUR) Hedged EUR N/A Existing EUR 1,000 EUR 500 A (AUD) Hedged AUD AUD 10 New AUD 1,000 AUD 500 I (USD) USD USD 10 New USD 5,000,000 USD 2,500,000 Other Classes of Shares which are not mentioned above are not available to Hong Kong investors. Subscription Procedures Investors may subscribe directly for Shares by sending an application to the Administrator without using an intermediary. The relevant details are set out in the section headed Subscription Procedures of the Prospectus. Alternatively, applications by Hong Kong investors may be sent to the Hong Kong Representative. Although the Hong Kong Representative does not have any authority to bind the Company, it is responsible for forwarding applications to the Administrator for the account of the Company. All initial applications for Shares made by an Institutional Investor or a Retail Investor must be made by way of a properly completed application form. The Hong Kong Representative will endeavour to ensure, but without any responsibility to an applicant, that properly completed application forms received by it no later than 5.00 p.m. (Hong Kong time) on a Hong Kong business day (being a day, other than a Saturday, on which banks in Hong Kong are open for business) will be forwarded to the Administrator on the same day. Applications received after 5.00 p.m. (Hong Kong time), or on a day that is not a Hong Kong business day, will be forwarded to the Administrator on the following Hong Kong business day. Subsequent applications for Shares by telephone as disclosed under the section headed Subscription Procedures in the Prospectus is currently not available to Hong Kong investors. At the discretion of the Hong Kong Representative, subscriptions for Shares may be made by both Retail Investors and Institutional Investors by facsimile placed by a person designated as an authorised person in the application form, subject to the dealing deadline referred to above. Where an application for Shares is made by facsimile or by electronic communication, the original application will also be required. No money should be paid to any intermediary in Hong Kong who is not licensed or registered to carry on Type 1 regulated activity under Part V of the SFO. Identity and Money Laundering Checks If there is any change in the information contained in a Shareholder s application form, Shareholders should notify the Administrator or the Distributor in accordance with the procedures as set out in the 12 main\qchow\11026418_1.doc
section headed Identity and Money Laundering Checks of the Prospectus. Alternatively, Hong Kong Shareholders may notify the Hong Kong Representative (who in turn must notify the Administrator) in writing of any such change and furnish with it whatever additional documents relating to such change as it may request. Settlement Procedures The settlement procedures in respect of the subscription of Shares are set out in the section headed Settlement Procedures of the Prospectus. Investors are requested to instruct their bankers to advise the Administrator of the remittance of funds. Alternatively, Hong Kong Shareholders may instruct their bankers to advise the Hong Kong Representative regarding the details of the remittance of funds. Contract Notes and Certificates If there are any changes to the Shareholder s personal details or loss of Shareholder number, as an alternative to notifying the Administrator or the Distributor, Hong Kong Shareholders may notify the Hong Kong Representative (who in turn must notify the Administrator) immediately in writing. Repurchase Procedures As set out in the section headed Repurchase Procedures of the Prospectus, Shareholders may repurchase all or part of their shareholding by placing a repurchase order in writing to the Administrator. Alternatively, a Hong Kong resident who wishes to request a repurchase of the whole or any part of his shareholding may submit his repurchase order to the Hong Kong Representative. The Hong Kong Representative will endeavour to ensure, but without responsibility to any Shareholder, that repurchase orders received by it no later than 5.00 p.m. (Hong Kong time) on any Hong Kong business day will be transmitted to the Administrator on the same day. At the discretion of the Hong Kong Representative, repurchases of Shares may be made by both Retail Investors and Institutional Investors by facsimile, subject to the time deadline referred to above. The settlement procedures for repurchases of Shares are set out under the heading Settlement Procedures on Repurchase in the section headed Repurchase Procedures in the Prospectus. Normally, settlement for repurchases will be made by telegraphic transfer or other form of bank transfer to the bank account of the Shareholder specified in the application form (at the Shareholder s risk) three Business Days from receipt by the Administrator of correct repurchase documentation and in any event within fourteen days of the Dealing Day on which the repurchase request is effective. Conversion of Shares A Shareholder may give notice for the conversion of Shares of one Fund into Shares of another Fund to the Administrator in accordance with the procedures set out in the section headed Conversion of Shares of the Prospectus. Alternatively, a Hong Kong resident may submit the notice to the Hong Kong Representative who will endeavour to ensure, but without responsibility to any Shareholder, that any notice for conversion received before 4.00 p.m. (Hong Kong time) on any Hong Kong business day will be transmitted to the Administrator on the same day. At the discretion of the Hong Kong Representative, conversion of Shares may be made by both Retail Investors and Institutional Investors by facsimile, subject to the time deadline referred to above. Where applications are made by facsimile or by electronic communication, the original of such 13 main\qchow\11026418_1.doc
applications will also be required. NET ASSET VALUE Publication of the Net Asset Value per Share, Temporary Suspension of Valuation of the Shares and of Sales and Repurchase The Net Asset Value per Share shall be published in respect of each Dealing Day in the South China Morning Post and the Hong Kong Economic Journal. Investors are advised that such published prices are for information only. None of the Company, the Administrator or the Hong Kong Representative accept responsibility for any error in the publication or for any omission of publication of prices caused by other parties. As disclosed in the section headed Publication of Net Asset Value per Share of the Prospectus, the Net Asset Value per Share shall be available via the worldwide web at www.omglobalinvestors.com. Investors should note that the aforesaid website is not authorised by the SFC and may contain information which is not targeted to Hong Kong investors. Any suspension of the determination of the Net Asset Value and the sale or repurchase of Shares of any Fund will also be published in the South China Morning Post and the Hong Kong Economic Journal. FEES AND EXPENSES Details of the fees and expenses relating to the Company are set out in the section headed Fees and Expenses of the Prospectus. The attention of prospective investors is in particular drawn to the information relating to fees and expenses set out therein. No advertising or promotional expenses will be charged to the Company or any of the Funds during such period as they remain authorised by the SFC in Hong Kong. Any increase in the fees payable to the Investment Manager, Custodian and Administrator from the current levels to the maximum amounts prescribed herein shall require at least three months prior notice (or such longer period as required by the SFC) to be given to Shareholders. MANAGEMENT AND ADMINISTRATION The Investment Advisers As at the date of the Prospectus, the Investment Manager has delegated its responsibilities as investment manager of the investments of each Fund to the Investment Advisers whose names and details are set out in Schedule IV to the Prospectus. Notwithstanding the disclosures under the section headed The Investment Advisers in the Prospectus that Investment Advisers may be appointed and/or removed at any time after the issue of the Prospectus, so that a complete list of Investment Advisers may not appear in the Prospectus until it is next updated, in respect of any change of Investment Adviser of any Fund which is authorised by the SFC in Hong Kong, one month s prior written notice (or such other notice period as agreed with the SFC) will be given to Hong Kong Shareholders and the Prospectus will be updated before such change takes effect or as soon as practicable thereafter. An Investment Adviser may, with the prior consent of the Investment Manager, delegate its investment management functions to a sub-investment manager provided that such delegation is made in accordance with the requirements of the Central Bank and is authorised by the SFC. 14 main\qchow\11026418_1.doc
As disclosed in the section headed The Investment Advisers of the Prospectus, the Investment Manager may appoint a transition manager to act as the investment adviser to any of the Funds on a transitional basis. Shareholders may obtain, free of charge, the following information upon request at the registered office of the Company and the office of the Hong Kong Representative: (i) (ii) the latest list of transition managers in the panel of transition managers and their details; and where a transition manager has been appointed to manage a particular Fund, the details of such appointment including the name of the transition manager being so appointed and the name of the Fund in respect of which such appointment was made. The above information will not be disclosed in the Prospectus or this Supplement, but will be disclosed in both the annual report and semi-annual report of the Company. TAXATION IN HONG KONG Under current law and practice in Hong Kong, during such time as the Company remains authorised by the SFC, it is not expected to be subject to any Hong Kong profits tax arising from the carrying on of its activities as described in the Prospectus and this Supplement. Except as mentioned below, Shareholders will not be subject to any Hong Kong tax on distributions from the Company or on capital gains realised on the sale of any Shares. If the acquisition and realisation of Shares is or forms part of a trade, profession or business carried on in Hong Kong, gains realised by the relevant Shareholder may attract Hong Kong profits tax. Shares will not attract Hong Kong estate duty and no Hong Kong stamp duty will be payable on the issue or transfer of Shares. Investors may refer to the Prospectus for more information on the possible tax implications. Investors should inform themselves of, and where appropriate consult their professional advisors on, the possible tax consequences of subscribing for, buying, holding, converting, redeeming or otherwise disposing of Shares under the laws of their country of citizenship, residence, or domicile or incorporation. CONFLICTS OF INTEREST AND TRANSACTION WITH CONNECTED PERSONS No cash rebates paid or payable from brokers or dealers in respect of any business placed for or on behalf of the Company or any of the Funds will be retained by the Investment Manager, the Investment Adviser or any of their connected persons for their own benefit. Transactions carried out on behalf of the Company with the Investment Manager or the Investment Adviser or any of their connected persons will be conducted on an arm s length basis and would only be executed where the brokerage rates are not in excess of customary institutional full service brokerage rates. KEY INVESTOR INFORMATION DOCUMENT Investors should note that in accordance with the requirements under the Regulations, a key investor information document of the Company ( Key Investor Information Document ) is available free of charge on request from the Administrator. A Hong Kong investor may request for a copy of the Key Investor Information Document following his receipt of the Prospectus of the Company, this Supplement and the Product Key Facts Statements of the Company (the Hong Kong Offering Document ). The Key Investor Information Document will be sent to the Hong Kong investor directly from the Administrator outside Hong Kong, together with another copy of the Hong Kong Offering Document and a personalised cover letter. The Key Investor Information Document must be read together with the Hong Kong Offering Document. The Key Investor Information Document is not intended to be, and shall not in any event be interpreted as, an offering document of the Company in Hong Kong. Investors should read the Hong Kong Offering Document before making any investment 15 main\qchow\11026418_1.doc
decision. REPORTS Audited annual reports and unaudited half-yearly reports incorporating financial statements shall be made available to each Shareholder. Audited annual reports will be made available within four months of the end of the year whilst unaudited half-yearly reports will be made available within two months of the end of the relevant period. Shareholders will be notified of the means of getting access to the annual and half-yearly reports as and when the reports are available. As disclosed in the section headed Reports of the Prospectus, both the audited annual report and the unaudited half-yearly reports shall be made available for inspection electronically on www.omglobalinvestors.com. Investors should note that the aforesaid website is not authorised by the SFC and may contain information which is not targeted to Hong Kong investors. These reports will be also made available for inspection at the registered office of the Hong Kong Representative. The audited annual reports and unaudited half-yearly reports in electronic format will be made available to Shareholders on www.omglobalinvestors.com within the time frame mentioned above. The audited annual reports and unaudited half-yearly reports will be available in English only. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection free of charge during normal business hours on weekdays (excluding Saturdays and public holidays) at the registered office of the Hong Kong Representative:- (a) (b) (c) (d) (e) (f) the certificate of incorporation of the Company, Memorandum and Articles of Association of the Company, as amended from time to time; the material contracts referred to in the Prospectus; a copy of the Regulations and the UCITS Notices; a copy of the Prospectus of the Company and this Supplement, as amended from time to time; and a copy of the risk management process of the Company. Copies of the Memorandum and Articles of Association of the Company (each as amended from time to time) and the latest financial reports of the Company, as appropriate, may also be obtained, free of charge, upon request at the registered office of the Hong Kong Representative. OTHER INFORMATION Legal Advisers (as to Hong Kong law) Deacons 5th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong. 16 main\qchow\11026418_1.doc
The Directors of Old Mutual Global Investors Series plc whose names appear on page iv accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. OLD MUTUAL GLOBAL INVESTORS SERIES PLC An investment company with variable capital incorporated with limited liability in Ireland with registered number 271517, established as an umbrella fund with segregated liability between funds and authorised pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 PROSPECTUS for the OLD MUTUAL WORLD EQUITY FUND OLD MUTUAL US LARGE CAP GROWTH FUND OLD MUTUAL NORTH AMERICAN EQUITY FUND OLD MUTUAL US DIVIDEND FUND OLD MUTUAL US LARGE CAP VALUE FUND OLD MUTUAL EUROPEAN EQUITY FUND OLD MUTUAL SWEDISH EQUITY FUND OLD MUTUAL SWEDISH GROWTH FUND OLD MUTUAL SWISS EQUITY FUND OLD MUTUAL JAPANESE EQUITY FUND OLD MUTUAL PACIFIC EQUITY FUND OLD MUTUAL GREATER CHINA EQUITY FUND OLD MUTUAL ASIAN EQUITY FUND OLD MUTUAL GLOBAL EMERGING MARKETS FUND OLD MUTUAL GLOBAL BOND FUND OLD MUTUAL HIGH YIELD BOND FUND OLD MUTUAL EMERGING MARKET DEBT FUND OLD MUTUAL LOCAL CURRENCY EMERGING MARKET DEBT FUND OLD MUTUAL TOTAL RETURN USD BOND FUND OLD MUTUAL SWEDISH BOND FUND OLD MUTUAL INVESTMENT GRADE CORPORATE BOND FUND OLD MUTUAL SEK RESERVE FUND OLD MUTUAL HEALTHCARE FUND OLD MUTUAL TECHNOLOGY FUND OLD MUTUAL EUROPEAN BEST IDEAS FUND OLD MUTUAL MANAGED FUTURES FUND OLD MUTUAL UK SMALLER COMPANIES FOCUS FUND OLD MUTUAL UK DYNAMIC EQUITY FUND OLD MUTUAL GLOBAL EQUITY ABSOLUTE RETURN FUND OLD MUTUAL GLOBAL STRATEGIC BOND FUND Dated 8 November 2013 Distribution of this Prospectus is not authorised unless it is accompanied by a copy of the latest annual report and, if published thereafter, the latest half-yearly report. Shareholders of the Old Mutual US Dividend Fund should note that all/ part of fees and expenses will be charged to the capital at a Fund or Share Class level. This will have the effect of lowering the capital value of your investment.
THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT OLD MUTUAL GLOBAL INVESTORS SERIES PLC AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IF YOU HAVE QUESTIONS ABOUT THE CONTENTS OF THIS PROSPECTUS OR THE SUITABILITY OF AN INVESTMENT IN OLD MUTUAL GLOBAL INVESTORS SERIES PLC FOR YOU, YOU SHOULD CONSULT YOUR BANK MANAGER, LEGAL ADVISER, ACCOUNTANT OR OTHER FINANCIAL ADVISER. Certain terms used in this Prospectus are defined on pages 1 to 7 of this Prospectus. The Central Bank Authorisation Old Mutual Global Investors Series plc (the Company ) has been authorised by the Central Bank as a UCITS within the meaning of the Regulations. The authorisation of the Company as a UCITS by the Central Bank is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Company by the Central Bank shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. Investment Risks There can be no assurance that a Fund will achieve its investment objective. An investment in a Fund involves investment risks, including possible loss of the amount invested. In view of the fact that an initial charge may be payable on a subscription for Shares, a contingent deferred sales charge may be payable on a redemption within a period of four years after subscribing for Shares and a redemption charge may be payable on a redemption of Shares by an investor in a Fund an investment in a Fund should be regarded as a medium to long term investment. Any redemption charge shall not exceed 3 per cent. of the redemption price paid for Shares of a Fund. A dilution adjustment may also be payable on subscriptions for and redemptions of Shares. Details of certain investment risks and other information for an investor are set out more fully in this Prospectus. An investment in a Fund which invests in Emerging Markets may be subject to higher liquidity and volatility risks and investment in a Fund which invests predominantly in a single market may involve a higher degree of concentration risk than an investment in a Fund with a more diversified investment policy and the risk factors set out in the section of the Prospectus entitled Risk Factors in relation to this should be read carefully before making an application for Shares. An investment in any of the Old Mutual North American Equity Fund, Old Mutual Pacific Equity Fund, Old Mutual Greater China Equity Fund, Old Mutual Asian Equity Fund, Old Mutual Global Emerging Markets Fund, Old Mutual High Yield Bond Fund, Old Mutual Emerging Market Debt Fund, Old Mutual Local Currency Emerging Market Debt Fund, Old Mutual Healthcare Fund, Old Mutual European Best Ideas Fund and the Old Mutual Managed Futures Fund should not constitute a substantial proportion of an investor s investment portfolio and may not be appropriate for all investors. Investment in the Old Mutual High Yield Bond Fund, Old Mutual Local Currency Emerging Market Debt Fund, Old Mutual Total Return USD Bond Fund, Old Mutual Swedish Bond Fund, Old Mutual Investment Grade Corporate Bond Fund, Old Mutual SEK Reserve Fund and Old Mutual UK Dynamic Equity Fund is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which may be available to protect the holder of a bank deposit account. Neither the Company nor any of its subsidiaries, affiliates, associates, agents or delegates, guarantees the performance, or any future return, of any Fund. Past performance is not necessarily a guide to future performance. Investment in a Fund may not be suitable for all investors. Investors should make their own risk assessment. If you are in doubt, please seek independent professional financial advice. Investors should ensure that they fully understand the risks associated with the Company and the Funds before making an investment.
Selling Restrictions The distribution of this Prospectus and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus or the accompanying application form in any such jurisdiction may treat this Prospectus or such application form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such application form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such application form could lawfully be used without compliance with any registration or other legal requirements. Accordingly, this Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Shares should inform themselves as to the legal requirements of so applying and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence or domicile. United Kingdom The Financial Conduct Authority in the United Kingdom granted the Company the status of a recognised scheme for the purposes of section 264 of the Financial Services and Markets Act 2000 as amended (the Act ). The Company is therefore authorised by the Financial Conduct Authority to offer and distribute Shares in the Funds on a commercial basis in the United Kingdom. The promotion of the Company in the United Kingdom by persons authorised to conduct investment business in the United Kingdom under the Act is not subject to the restrictions contained in section 238 of the Act. The Company will provide such facilities in the United Kingdom as are required by the Collective Investment Scheme Sourcebook published by the Financial Conduct Authority regulations governing such schemes. United States The Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Accordingly the Shares may not be offered or sold, directly or indirectly, in the US or to any US Person except pursuant to an exemption from, or in a transaction not subject to the requirements of the US Securities Act of 1933, as amended, and the US Investment Company Act of 1940, as amended. The Shares have not been approved by the United States Securities and Exchange Commission, any state securities commission or other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. Applicants will be required to certify that they are not US Persons and will be required to declare whether they are Irish Residents. Marketing Rules Shares are offered only on the basis of the information contained in this Prospectus and, as appropriate, the latest audited annual accounts and any subsequent half-yearly report. Any further information or representation given or made by any dealer, salesman or other person should be disregarded and accordingly should not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares shall, under any circumstances, constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date of this Prospectus. Statements made in this Prospectus are based on the law and practice currently in force in Ireland and are subject to changes therein. main\kisiu\10508993_1.doc ii
This Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meaning as the English language Prospectus. To the extent that there is any inconsistency between the English language Prospectus and the Prospectus in another language, the English language Prospectus will prevail, except to the extent (but only to the extent) required by the laws of any jurisdiction including the regulations or requirements of the financial regulator of such jurisdiction where the Shares are sold. All disputes as to the terms thereof, regardless of the language version, shall be governed by, and construed in accordance with, the law of Ireland. This Prospectus should be read in its entirety, and in particular the sections entitled Investment Objective and Policy of Each Fund and Risk Factors, before making an application for Shares. main\kisiu\10508993_1.doc iii