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1 43264553.84
Information Classification: General
State Street Liquidity Public Limited
Company
An umbrella type investment company wi th variable capital incorporated with
limited liability in Irel and under registered number 25 6241 and with segregated
liability between sub-funds
Prospectus
Effective date: 30 September 2025
Investment Manager and Global Distributor : State Street Global Advisors Europe
Limited 1
If you are in any doubt abou t the contents of this Pros pectus, you sh ould consult
your stockbroker, bank manager, solicitor, accounta nt or other independent
financial advisor.
The directors of the Company whos e names appear under the heading
“Management and Administra tion” accept responsibi lity for the information
contained in this document. To the best of the knowledge and belief of the
directors of the Company (who have ta ken all reasonable care to ensure that
such is the case) the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of f such information.
1 Trading as State Street Investment Management since June 2025
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Important Information
Prospective investors are advised to review this Prospectus (including the Relevant Supplement(s)) and the relevant KIID(s) or PRIIPs KID(s) carefully and in their entirety and, before making any investment decision with respect to an investment in a Fund, should consult a stockbroker, bank manager, lawyer, accountant or other financial adviser for independent advice in relation to: (a) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (b) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holdi ng, exchanging, redeeming or disposing of Shares; (c) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeemin g or disposing of Shares; and (d) the provisions of this Prospectus.
This Prospectus comprises information relating to the Company, an open-ended investment company with variable capital incorporated under the laws of Ireland on 6 November 1996. The Company is authorised in Ireland by the Centra l Bank as a UCITS for the purposes of the UCITS Regulations. The Company is structured as an umbrella fund in that different sub-funds may be established with the prior approval of the Central Bank. In addition, each Fund may have more than one share class allocated to it. A class within a Fund will not have a separate investment portfolio. The creation of any Fund requires the prior approval of the Central Bank and the creation of any class must be notified to and cleared in advance with the Central Bank.
The Board has taken all reasonable care to ensure that the information contained in this Prospectus is, to the best of its knowledge and belief, in accordance with the facts and does not omit anything material to such information. The Board accepts responsibility accordingly.
No person is authorised to give any information or to make any representation other than those contained in this Prospectus, the KIID, PRIIPS KID and the annual reports and any subscription and/or purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information contained in this Prospectus, the KIID, PRIIPS KID and the annual reports shall be solely at the risk of the subscriber/purchaser. Furthermore, the delivery of this Prospectus or any issue of Shares shall not, under any circumstances, create any implication that the affairs of the Company have not changed since the date of this Prospectus.
Subscriptions are not valid unless they are based on this Prospectus or the KIID/ PRIIPS KID in conjunction with the most recent annual report and the most recent semi-annual report where this is published after the annual report.
Investors should be aware that the price of Shares may fall as well as rise, and investors may not get back any of the amount invested. Risk factors for investors to consider are set out in the “Risk Information” section. Risks of particular relevance to the Funds are described in the Relevant Supplement.
In cases where an investor invests in the Company through an intermediary which invests into the Company in the intermediary’s own na me but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights di rectly against the Company. Investors are advised to take advice on their rights.
The distribution of this Prospectus and the offering or purchase of Shares may be restricted or prohibite d by law in certain jurisdictions. This Prospectus does not constitute and may not be treated as an offer or solicitation by or to anyone in any
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jurisdiction in which such offer or solicitation is not lawf ul or in which the person making such offe r or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is th e 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.
As Shares in the Company are not registered in the United States in accordance with the U.S. Securities Act, or the securities laws of any of the states or possessions of the Un ited States, and the Company is not registered under the U.S. Investment Company Act, they may neither be offered nor sold nor delivered directly or indirectly in the U.S., or to or for the account or benefit of any U.S. Person (as such term is defined in Regulat ion S under the U.S. Securities Act). A prospective investor will be required at the time of acquiring Shares to represent that such investor is not a U.S. Person or acquiring Shares for or on behalf of a U.S. Person or acquiring the Shares with the assets of an ERISA plan (as defined below).
Shares may not be acquired or owned by, or acquired with the assets of:
i. any retirement plan subject to Title I of ERISA; or ii. any individual retirement account or plan subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended;
which are hereinafter collectively referred to as “ERISA plans”.
Shareholders are required to notify State Street Fund Services (Ireland) Limited, the Administrator, immediately in the event that they become U.S. Pers ons or otherwise hold Shares which might result in the Company incurring any liability to taxation or suffering pecuniary disadvantages which the Company might not otherwise have incurred or suffered, or requiring the
Company to register under the U.S. Investment Company Act, or register any Shares under the U.S. Securities Act.
Where the Board becomes aware that any Shares are directly or beneficially owned by any person in breach of the above restrictions, they may direct the Shareholder to transfer his Shares to a person qualified to own such Shares or request the Company to redeem the Shares, in default of which the Shareholder shall, on the expiration of thirty (30) days from the giving of such notice, be deemed to have given a request in writing for the redemption of the Shares. The Shares will be redeemed in accordance with the provisions of the Articles.
As of the date of this Prospectus, the Company is a “recognised scheme” for the purposes of Section 264 of the UK’s Financial Services an d Markets Act 2000. As the UK has now exited the EU, the Company is currently marketed in the UK under the temporary permissions regime followed which will be followed by a formal application for recognition under Section 272 (or its recognised replacement) of the UK’s Financial Servic es and Markets Act 2000.
The Prospectus, PRIIPS KID and KIIDs 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 and/or KIID/ PRIIPS KID. To the extent that there is any inconsistency between the English language Prospectus a nd/or KIID/ PRIIPS KID and the Prospectus in another language, the English la nguage Prospectus and/or KIID/ PRIIPS KID will prevail. All disputes as to the contents of this Prospectus and relate d KIIDs/ PRIIPS KIDs shall be governed in accordance with the laws of Ireland.
A Fund which invests a significant amount of its NAV in money market instruments may be considered by investors as an alternative to investi ng in a regular deposit account. An investment in the Company is
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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. The Company does not rely on external support for guaranteeing liquidity or stabilising the NAV per share. The value of Shares may go down as well as up and investors may not get back any of the amount invested. The risk of loss of the principal is borne by the investor.
The Company has been authorised by the Central Bank as a UCITS within the meaning of the UCITS Regulations. The authorisation of the Company is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus and any Supplements. The authorisation of the Company by the Central Bank does 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.
The price of Shares in the Company may fall as well as rise. The difference at any one time between the sale and redemption price of Shares means that any investment in the Company should be viewed as a medium to long-term investment.
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Table of Contents
1. GLOSSARY .............................................................................................................................. .. 7
2. DIRECTORY ............................................................................................................................. 12
3. GENERAL INFORMATION ABOUT THE COMPANY ........................................................... 13
3.1. The Company ......................................................................................................................... 13 3.2. Management and Administration ......................................................................................... 13 3.2.1. The Directors ............................................................................................................... 13 3.2.2. The Management Company ..................................................................................... 14 3.2.3. The Depositary ............................................................................................................ 17 3.2.4. The Administrator ....................................................................................................... 19 3.2.5. The Investment Manager ........................................................................................... 19 3.2.6. The Sub-Investment Managers ................................................................................ 20 3.2.7. The Global Distributor and distributors .................................................................... 20 3.2.8. Paying Agents ............................................................................................................. 20 3.2.9. Conflicts of interest ..................................................................................................... 20 3.3. General Meeting of Shareholders ....................................................................................... 21 3.4. Rights of Shareholders .......................................................................................................... 21 3.5. Financial year end statements ............................................................................................. 22 3.6. Liquidation .............................................................................................................................. . 22 3.6.1. Termination and liquidation of Funds or Classes ................................................... 22 3.6.2. Dissolution and liquidation of the Company ........................................................... 23 3.7. Negative Yield Measures ...................................................................................................... 24 3.8. Merger of the Company, a Fund or a Share Class ........................................................... 24 3.9. Applicable Law and Jurisdiction ........................................................................................... 24 3.10. Remuneration policy .............................................................................................................. 25
4. RISK INFORMATION ............................................................................................................... 26
5. SHARES .............................................................................................................................. ..... 45
5.1. Types of Shares ..................................................................................................................... 45 5.2. Share Classes ........................................................................................................................ 45 5.3. Designated Currencies .......................................................................................................... 46 5.4. Minimum investments and holdings .................................................................................... 46 5.5. Subscription ............................................................................................................................ 4 7 5.6. Redemption ............................................................................................................................. 5 0 5.7. Subscription and Redemption Umbrella Cash Collection Accounts ............................... 54 5.8. Switching .............................................................................................................................. ... 54 5.9. Transfer of Shares ................................................................................................................. 55 5.10. Listing of Shares .................................................................................................................... 55 5.11. Distribution .............................................................................................................................. 55
6. VALUATION AND CALCULATION OF NAV ......................................................................... 57
6.1. Calculation of NAV ................................................................................................................. 57 6.2. Valuation Procedure .............................................................................................................. 57 6.3. Publication of NAV ................................................................................................................. 58 6.4. Temporary Suspension of NAV calculation and Dealings ............................................... 58
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7. FEES AND EXPENSES ........................................................................................................... 60
7.1. Operating and Administrative Expenses ............................................................................ 60 7.2. Directors’ and Officers’ Fees ................................................................................................ 61 7.3. Depositary and Administrator’s Fees .................................................................................. 61 7.4. Management Company Fees ............................................................................................... 61 7.5. Fees of the Global Distributor, Distributors and sub-distributors .................................... 61 7.6. Formation Expenses .............................................................................................................. 61 7.7. Embedded Costs ................................................................................................................... 61 7.8. Allocation of Expenses .......................................................................................................... 62
8. INVESTMENT RESTRICTIONS .............................................................................................. 63
8.1. Investment Restrictions and Limits ..................................................................................... 63 8.1.1. Permitted Investments ............................................................................................... 63 8.1.2. Investment Restrictions ............................................................................................. 63 8.2. Financial Derivative Instruments ......................................................................................... 67 8.2.1. General ......................................................................................................................... 67 8.2.2. Global Exposure ......................................................................................................... 69 8.2.3. Financial Techniques and Instruments .................................................................... 69 8.2.4. Collateral ...................................................................................................................... 71 8.2.5. Internal credit quality assessment ............................................................................ 73 8.2.6. Safekeeping ................................................................................................................. 74 8.3. Portfolio Requirements for Short Term MMFs ................................................................... 74 8.4. Portfolio Requirements for Standard MMFs ....................................................................... 75 8.5. Asset Stewardship ................................................................................................................. 76 8.6. ESG Investing ......................................................................................................................... 77 8.6.1. ESG Integration .......................................................................................................... 77
9. TAX INFORMATION ................................................................................................................ 79
9.1. Taxation of the Company ...................................................................................................... 79 9.2. Taxation of non-Irish Shareholders ..................................................................................... 79 9.3. Taxation of exempt Irish Shareholders ............................................................................... 79 9.4. Taxation of other Irish Shareholders ................................................................................... 80 9.5. United Kingdom ...................................................................................................................... 84
10. OTHER INFORMATION ........................................................................................................... 87
10.1. Where to learn more about the Funds ................................................................................ 87 10.2. Complaints .............................................................................................................................. 87 10.3. Distribution and Selling Restrictions ................................................................................... 87 10.4. Data Protection ....................................................................................................................... 88 10.5. Electronic Communication and Electronic or Telephonic Dealing .................................. 88 10.6. Changes to the Prospectus .................................................................................................. 88 10.7. Material Contracts .................................................................................................................. 88
SUPPLEMENTS APPENDIX 1 – STOCK EXCHANGES AND REGULATED MARKETS .......... 89
APPENDIX 2 – SUB-CUSTODIANS ............................................................................................... 94
APPENDIX 3 – FUNDS OF THE COMPANY ................................................................................. 96
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1. Glossary
The following summarises the principal features of the Company and should be read in conjunction with the full text of this Prospectus.
Acts means the Companies Act 2014 as may be amended or supplemented from time to time. Administrator the central administration agent, registrar and transfer agent, principal paying agent, and domiciliary and corporate agent ap pointed by the Company, in accordance with the requirements of the Central Bank and pursuant to an administration agreement, as identified in the “Directory” section of this Prospectus. Administration Agreement
the Agreement dated 27 July 2001 as novated to the Administrator by Agreement dated 1 July 2003 and as amended by a novation and amendment agreement effective as of 1 August 2021, as may be further amended from time to time. Application Form form used to establish an account for purchases of Shares. Articles the memorandum and the articles of association of the Company, as may be amended from time to time. Base Currenc y the currenc y in which a Fund is denominated. Board the board of directors of the Compan y as identified in the Director y . Business Da y in relation to each Fund, such da y as defined in the Relevant Supplement. Central Bank the Central Bank of Ireland. Company State Street Liquidity public limited company, an investment company with variable capital, incorporated in Ireland pursuant to the Acts. Data Protection Legislation
means (i) the Data Protection Acts 1988 and 2003 or any other legislation or regulations implementing Directive 95/46/EC, (ii) the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011, (iii) the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) and any consequential national data protection legislation and (iv) any guidance and/or codes of practice issued by the Irish Data Protection Commissioner or other relevant supervisory authority, includin g without limitation the European Data Protection Board. Dealing Calendar the calendar of all non-Dealing Days for the Funds as available on the Website. Dealing Day in relation to each Fund, such day as defined in each Relevant Supplement.
Dealing Form form used to subscribe for or redeem Shares in a Fund.
Dealing Price the price (exclusive of any applicable fees) at which the Investors may subscribe for Shares and the Company may redeem Shares as determined for each Fund or Share Class in the Relevant Supplement. The price at which as determined for each Fund or Share Class on the basis of the NAV per Share as at the Valuation Point ( s ) on the relevant Dealin g Da y . Depositary the depositary bank appointed by the Company in accordance with the requirements of the Central Bank and pursuant to a depositary agreement, as identified in the Director y . Depositary Agreement means the Agreement dated 11 October 2016 between the Company and the Depositary, pursuant to which the Depositary was appointed depositary of the Compan y ; as ma y be further amended from time to time. Designated Currency the particular currency designated for a Fund as determined by the Board and specified in the Relevant Supplement.
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Distributor any person or entity appointed by the Company to distribute or arrange for the distribution of Shares. Early Closing Day i n relation to each Fund, such day as defined in the Relevant Supplement.
ERISA the United States Employee Retirement Income Security Act of 1974, as amended. ESG environmental, social and governance considerations.
ESMA European Securities and Markets Authority.
EU European Union.
EU Member State a member state of the EU States that are contracting parties to the agreement creating the European Economic Area other than the member states of the EU, within the limits set forth by this agreement and related acts, are considered as equivalent to the member states of the EU. FATCA the provisions of the United States Hi ring Incentives to Restore Employment (HIRE) Act of 18 March 2010 commonly referred to as the Foreign Account Tax Compliance Act as well as any related regulations or official interpretation thereof. FATF Financial Action Task Force on Mone y Launderin g . Fund a portfolio of assets established by the Board (with the prior approval of the Central Bank) and constituting a separate fund represented by a separate series of Shares and invested in accordance with the investment objective and policies applicable to such portfolio of assets. Global Distributor means State Street Global Advisors Europe Limited or such other entity as ma y be appointed as g lobal distributor from time to time. Government Securities
treasury bills and notes supported by the full faith and credit of the relevant g overnment. Investment means any investment authorised by the Articles which is permitted by the UCITS Re g ulations. Investment Manager State Street Global Advisors Europe Limited or such other company as may from time to time be appointed to provide investment management services to the Company in accordance with the requirements of the Central Bank. For the avoidance of doubt, the term “Investment Manager” shall include, where the context permits, any sub-investment manager appointed from time to time by the Investment Manager pursuant to its authority under the Mana g ement A g reement. Irish Revenue Commissioners
the Irish authority responsible for taxation.
KIID the key investor information document in respect of any Share Class within the meaning of the 2010 Law, the UCITS Directive, and Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing the UCITS Directive as regards key investor information and conditions to be met when providing key investor information or the prospectus in durable medium other than paper or b y means of a website, as updated from time to time. LVNAV MMF low volatility net asset val ue money market fu nd, as specified in the Relevant Supplement. Management Agreement
means the Agreement dated 1 August 2021 between the Company and the Management Company, pursuant to which the Management Company was appointed as manager of the Company, as may be further amended from time to time. Management Company
State Street Global Advisors Europe Limited or such other company as may from time to time be appointed to provide management company services to the Compan y in accordance with the requirements of the Central Bank;
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MMF Regulations Regulation (EU) 2017/1131 of the European Parliament and of the Council as amended or supplemented from time to time, including any delegated acts adopted thereunder and any implementing rules or conditions that may from time to time be imposed thereunder by the Central Bank or the European Securities and Markets Authorit y . Mone y Market Fund a Fund re g ulated as a mone y market fund pursuant to the MMF Re g ulations. NAV in respect of any Fund or Share Class within a Fund, the net asset value of Shares determined in accordance with the Articles. For further details, see the section headed “ Valuation and Calculation of NAV ” in this Prospectus. NAV per Share the net asset value of a Share in any Fund, including a Share of any Share Class issued in a Fund calculated as described in the “ V aluation and Calculation of NAV ” section of this Prospectus. OECD Or g anisation for Economic Cooperation and Development. Ordinary Resolution a resolution passed by a simple majority of the votes cast by Shareholders entitled to attend and vote at general meetings of the Company on matters affectin g the relevant class of Shares, as the case ma y be. PRIIPS KID the key information document in respect of any Share Class within the meaning of the 2010 Law, the UCITS Directive, and Commission Regulation (EU) No 1286/2014 as regards key information documents and conditions for packaged retail and insurance-based products to be met when providing key information or the prospectus in durable medium other than paper or by means of a website, as updated from time to time. Privacy Statement the privacy statement adopted by the Company as amended from time to time. The current version will be ap pended to the Application Form and available via the Website. Prospectus this document, the Relevant Supplement for any Fund and any other supplement or appendix designed to be read and construed together with and to form part of this document as updated from time to time. Public debt CNAV MMF
public debt constant net asset value money market fund, as specified in the Relevant Supplement.
Qualifying Agreement investment management agreement or other arrangements entered into between certain Institutional Investors and the Investment Manager or any of its affiliates, in each case in a format satisfactory to the Board for the purpose of considering elig ibility for Global Securities Lending Share Class, Investment Share Class, S2 Share Class, S3 Share Class, UOB Share Class and Z Share Class. Recognised Rating A g enc y
Standard & Poor’s Rating Group, Moody’s Investors Services, Fitch IBCA or an equivalent ratin g a g enc y . Regulated Market a market as defined in item 14) of article 4 of the European Parliament and the Council Directive 2004/39/EC of 21 April 2004 on markets in financial instruments, as well as any other market which is regulated, operates regularly and is recognized and open to the public in an eligible state which the Board deems appropriate with regard to the investment objective of a Fund. A current list of such markets for the Funds is set out in Appendix 1. Relevant Supplement a document containin g information specific to a Fund. SFDR Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 20 19 on sustainability-related di sclosures in the financial services sector. SFDR Fund Classification
Article 8 SFDR – means a financial product that promotes, among other characteristics, environmental or social characteristics, or a combination of those characteristics;
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Article 9 SFDR – means a financial product that has a sustainable investment as its obj bj ective. Share Class shares of a Fund representing an interest in that Fund but designated as a share class within such Fund for the purpose of attributing different proportions of the NAV of the relevant Fund to such Shares to accommodate different characteristics including in relation to subscription, switching, and redemption charges, dividend arrangements, currencies, currency hedging policies, minimum investment and ongoing holding requirements and/or fee arran g ements specific to such Shares. Share Class Switch switch of all or part of an investor’s holdings from one Share Class of a Fund into Shares of another Share Class of the same Fund provided the Shareholder is eli g ible to invest in the requested Share Class. Shareholder a person registered in the register of shareholders of the Company as a holder of Shares. Short Term MMF Short term money market funds as defined in accordance with the MMF Re g ulation; Special Resolution means a resolution of the Company passed in accordance with the Act, being a resolution passed by not less than three fourths of the votes cast by Shareholders entitled to attend and vote at general meetings of the Company on matters affectin g the relevant Share Class, as the case ma y be. SSGA European Valuation Committee
the committee tasked with assisting the State Street Global Advisors business in EMEA in carrying out its fiduciary valuation responsibilities.
Standard MMF Standard money market funds as defined in accordance with the MMF Re g ulation. Stable NAV MMF LVNAV MMF and Public debt CNAV. Stable NAV per Share the net asset value per Share calculated in accordance with amortised cost method as described in the “ Valuation and Calculation of the NAV ” section of this Prospectus. State Street Investment Mana g ement
the investment management division of State Street Corporation
Sub-Investment Manager
any entity appointed as sub-investment manager of a Fund by the Investment Manager pursuant to a sub-investment management agreement and specified in the Relevant Supplement or in the periodic reports of the Compan y . Supranational Organisations
supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the European Central Bank, the European Investment Bank, the Inter-American Development Bank, the International Monetary Fund and the International Bank for Reconstruction and Development ( the World Bank ) . Sustainability Risk means an environmental, social or governance event or condition that, if it occurs, could cause an actual or potential material negative impact on the value of the investment. Taxonomy Regulation Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishm ent of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088, as may be amended from time to time. TER the total expense ratio as described in the “ Fees and Expenses ” section of this Prospectus. UCI an undertakin g for collective investment.
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UCITS an undertaking for collective investment in transferable securities within the meanin g of the UCITS Re g ulations and UCITS Directive. UCITS Directive Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as ma y be amended from time to time. UCITS Regulations
U K
the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) (as may be amended or supplemented from time to time), the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019, as may be amended from time to time, and any rules or guidance issued from time to time by the Central Bank.
United Kin g dom. US Investment Compan y Act
the United States Investment Company Act of 1940, as amended.
U.S. Person a person within the meanin g of Re g ulation S of 1933 Act. US Securities Act United States Securities Act of 1933, as amended. Valuation Point the point on each Dealing Day for a Fund at which the assets are valued as detailed in the Relevant Supplement. VNAV MMF a variable NAV money market fund, pursuant to the MMF Regulations. A VNAV MMF may be either a Short Term MMF or a Standard MMF, pursuant to the MMF Re g ulations. WAL weighted average life means the average length of time to legal maturity of all the underlying assets in the relevant Fund reflecting the relative holdings in each asset. WAM weighted average maturity means the average length of time to legal maturity or, if shorter, to the next interest rate reset to a money market rate, of all the underl y in g assets in a Fund reflectin g the relative holdin g s in each asset. Website https://www.ssga.com/ic/fund-finder on which the NAV per Share and any other relevant info rmation relating to any Fund will be published and on which this Prospectus, the Key Investor Information Documents, the Remuneration Policy, ESG matters and any other information in respect of the Company, including various shareholder communications, may be published.
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2. Directory
The Company
State Street Liquidity public limited company 78 Sir John Rogerson’s Quay Dublin 2 Ireland
Board of directors of the Company
Mr. Tom Coghlan Independent Director
Ms. Barbara Healy (Chair) Independent Director
Ms. Rebecca Bridger Managing Director State Street Investment Management Management Company, Investment Manager and Global Distributor
State Street Global Advisors Europe Limited 78 Sir John Rogerson’s Quay Dublin 2 Ireland
Board of Directors of the Management Company
Mr Nigel Wightman Ms Ann Prendergast Mr Eric Linnane Mr Scott Sanderson Dr Margaret Cullen Mr Patrick Mulvihill Ms Marie-Anne Heeren
Sub-Investment Managers
State Street Global Advisors Limited 20 Churchill Place Canary Wharf London E14 5HJ United Kingdom
State Street Global Advisors Trust Company 1 Lincoln Street Boston Massachusetts 02111 USA
Depositary
State Street Custodial Services (Ireland) Limited 78 Sir John Rogerson’s Quay Dublin 2 Ireland
Administrator
State Street Fund Services (Ireland) Limited 78 Sir John Rogerson’s Quay Dublin 2 Ireland
Auditor PricewaterhouseCoopers Chartered Accountants 1 Spencer Dock Dublin 1 Ireland
Legal Advisor in Ireland Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2 Ireland Company Secretary Matsack Trust Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland
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3. General Information about the
Company
3.1. The Company
The Company is an open-ended public limited company with variable capital, which was incorporated in Ireland on 6 th day of November 1996 under registration number 256241 and is authorised by the Central Bank as a UCITS. The Company has been structured as an umbrella fund, with segregated liability between Funds. Each Fund is regulated as a Money Market Fund pursuant to the MMF Regulations and the investment objective of each of these Funds is intended to comply with this classification.
A list of the currently authorised Funds of the Company is included at Appendix 3.
Information specific to the Funds is set out in the Relevant Supplement.
The objective of the Company is the collective investment in transferable securities and/or other liquid financial asse ts of capital raised from the public, operating on the principle of risk spreading in accordance with the UCITS and MMF Regulations.
The capital of the Company is expressed in Euro. It is determined by converting the total net assets of all Funds into Euro.
The Board may from time to time, with the prior approval of the Central Bank, create different Funds representing separate portfolios of assets with each Fund comprised of one or more Share Classes. The investment policy and risk profile of each Fund will be determined by the Board in consultation with the risk management team established within the Investment Manager and any changes with respect to, inter alia , a Fund’s investment restrictions, policy or objective must be approved by the Management Company. The portfolio of assets mainta ined for each Fund will be invested in accordance with the investment objectives and
policies applicable to such Fund as specified in the Relevant Supplement.
In accordance with the Regulations, each Fund is considered to constitute a single pool of assets and liabilities; t herefore the rights of Shareholders and creditors concerning each Fund are limited to the assets of that Fund. However, there can be no assurance that, should an action be brought against the Company in the courts of another jurisdiction, the segregated nature of the Company and the Funds will be respected.
Further information with respect to Shares and Share Classes is outlined in the “ Shares ” section below.
3.2. Management and
Administration
3.2.1. The Directors The Board is responsible for managing the business affairs of the Company in accordance with the Articles. In particular, the Board is responsible for determining the corporate and investment policy for each Fund, based on the principle of risk spreading. Further, the Board is responsible for the overall supervision of the management and administration of the Company and the general monitoring of the performance and operations of the Company.
The current composition of the Board is composed of the following directors:
Tom Coghlan (Irish).
Mr. Coghlan is a Certified Investment Fund Director with the Institute of Banking and has in depth knowledge of the investment fund sector along with governance, oversight and control expertise. Mr. Coghlan is Central Bank of Ireland
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authorised and approved. A Fellow of the Institute of Chartered Accountants in Ireland, Mr. Coghlan qualified from PricewaterhouseCoopers. He was a Director of Citi Global Markets and Head of Pan European Equity Sales in Ireland from 2004 to 2013 with responsibility for a diverse client base, including ‘long only’ institutions, hedge funds, thematic funds and structured product providers. From 2000 to 2004 he was a Senior Portfolio Manager in the wealth management division of NCB Stockbrokers. Mr. Coghlan holds a Bachelor of Arts from UCD in Pure Economics and became a registered stockbroker of the Irish Stock Exchange in 2000.
Barbara Healy (Irish).
Barbara Healy is a chartered accountant by profession and has over 30 years’ experience in the asset management industry. Ms. Healy was Global Head of Operations for JPMorgan Hedge Fund Services incorporating the role of Executive Director and Head of Technical Solutions EMEA and Asia. (2004 – 2009).
Ms. Healy previously ran operations for Tranaut Fund Administration Ltd. (2002-2004) which was subsequently acquired by JPMorgan and before this was Director of Accounting for SEI Investments Europe. Ms. Healy has also worked in fund accounting positions in Banker’s Trust and Chase Manhattan Bank. Since 2009 she has been serving as an independent non executive director and chairperson to Irish and Cayman domiciled funds (UCITS and non UCITS) and management companies.
Ms Healy holds a Bachelor of Commerce Degree (Honours) and a Post-Graduate Diploma in Professional Accounting from University College Dublin. She is a fellow of the Institute of Chartered Accountants in Ireland (FCA) and is also a member of the Institute of Directors in Ireland. Ms Healy attended the High Performance Boards Corporate Governance Programme at IMD, Lausanne, Switzerland, 2011. Rebecca Bridger (U.K.). Ms Bridger is a qualified solicitor (non-practising) who works as the Head of EMEA Funds
Management in the EMEA Funds Management Team for State Street Investment Management. In her role, she manages and oversees the day to day product life cycle of State Street Investment Management’s European domiciled pooled funds. Prior to joining State Street Investment Management, Ms Bridger worked at Walbrook Capital LLP, a family office, as in-house counsel advising on all matters ranging from governance to negotiation of various commercial contracts. Prior to that, Ms Bridger joined BGI/ Blackrock in the product team with a primary focus on Irish and Cayman fund governance. During her time at BGI, Ms Bridger also worked on the legal and governance aspects of the acquisition of BGI’s pooled funds by Blackrock.
Ms Bridger trained and qualified in 2009 as a solicitor with Eversheds LLP. Ms Bridger graduated from the University of Exeter with a law degree and subsequently from the College of Law having successfully completed her Legal Practice Course.
3.2.2. The Management Company
The Company has appointed State Street Global Advisors Europe Limited to be responsible for the day-to-day management of its affairs subject to the overall supervision of the Board. The Management Company is responsible for the investment management of the assets of the Company, the administration of the Company and the implementation of the Company’s and Funds’ distribution and marketing policy.
The Management Agreement provides that the appointment of the Ma nagement Company will continue in force unless and until terminated by either party upon giving to the other party not less than ninety (90) calendar days’ notice, unless both parties shall otherwise agree in writing although in certain circumstances (e.g. the insolvency of the Management Company, unremedied breach after notice, etc.) the Management Agreement may be terminated forthwith by notice in writing by the Company to the Management Company. The Management Agreement contains provisions regarding the Management Company’s legal responsibilities. The Management Company is not liable for
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losses, liabilities, costs or expenses caused to the Company unless resulting from its fraud, negligence, wilful misconduct, wilful default or bad faith.
The Management Company is a private company limited by shares, which was incorporated in Ireland on 4 December 1974 under registration number 49934 and is authorised by the Central Bank of Ireland under the UCITS Regulations as a UCITS management company.
The directors of the Management Company are as follows:
Nigel Wightman (UK). Mr Wightman has over 40 years’ experience in the asset management industry. He started his career as a fund manager in 1976 in London before holding management positions for NM Rothschild first in London, managing its international and retail asset management businesses and then in Hong Kong, overseeing its Asia Pacific businesses. He spent 8 years as head of State Street Global Advisors (re-branded to State Street Investment Management in June 2025) in London and joint Managing Director for SSGA (re-branded to State Street Investment Management in June 2025) in Europe. During his executive career Nigel was a director of a number of investment management companies as well as closed and open-ended investment funds in jurisdictions including Ireland, the UK, Luxembourg, Hong Kong and Canada.
Nigel holds a BA and MA in Politics, Philosophy & Economics (1st class hons) and an MPhil in Economics from Oxford University and is an Honorary Fellow of Brasenose College Oxford. In recent years, he has been a non-executive director of a number of fund management and investment management companies and is currently a non-executive director of four such companies of which he is chair of three; he also sits on the investment committees of three charities. Nigel has spent 5 years as a non executive director at Management Company. Nigel is the chair of the Nominations Committee and the Organisational Effectiveness Director for the Management Company.
Margaret Cullen (Ireland). Ms Cullen is a specialist in the areas of corporate and investment fund governance. She is CEO and Academic Director of the Certified Investment Fund Director Institute (CIFDI), a not for profit specialist institute of the Institute of Banking (IoB), which focuses on raising professional standards in investment fund governance.
She has held senior positions at ABN AMRO International Fi nancial Services Company, the Central Bank of Ireland, JP Morgan Bank Ireland plc and RBC Dexia Investor Services Ireland Limited. Margaret lectures extensively on corporate, bank and investment fund governance for the IoB. She is an assistant professor for the University College Dublin (UCD) Centre of Corporate Governance, lecturing on the Professional Diploma in Corporate Governance in the areas of executive remuneration and behavioural aspects of boards.
Margaret holds a BA in Economics from University College Dublin, an MSc in Investment and Treasury from Dublin City University and a PhD in corporate governance from University College Dublin and also serves as a non-executive director on the boards of two other financial services organisations. Margaret is a non-executive director of the Management Company. Margaret is the chairperson of the Audit Committee for the Management Company.
Ann Prendergast (Ireland).
Ann Prendergast is an Executive Vice President and Head of the Europe, Middle East and Africa (EMEA) region for State Street Investment Management, the investment management arm of State Street Corporation. She is a member of the State Street Investment Management Operating Group and chairs the EMEA Executive Committee.
Prior to this role, Ann was CEO of SSGA Europe Ltd, the entity with responsibility for SSGA’s (re-branded to State Street Investment Management in June 2025) EU businesses. Previously she led the sales and marketing team for the Irish market, having joined the organisation in 2000.
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Ann also worked with the Bank of Ireland Group in both their fund administration and private banking divisions.
Ann holds a Business Studies Degree from the University of Limerick, is a member of the Association of Chartered Certified Accountants (ACCA) and is a Certified Investment Fund Director (CIFD).
Eric Linnane (Ireland). Mr Linnane has over 30 years’ experience in the financial services industry and is a Managing Director of the Management Company. Eric holds the position of Head of Investment Operations and Outsourcing at the Management Company.
Before joining SSGAIL, Er ic held a number of positions in the Bank of Ireland Group Treasury and Retail Banking divisions Eric joined SSGA (re-branded to State Street Investment Management in June 2025) Ireland in 1997 as an operations specialist and led a number of different teams in the firm’s Middle Office and Relationship Management areas before taking up his current role. Eric’s roles and responsibilities included leading teams within the Portfolio Construction Team responsible for pre and post trade portfolio compliance, trade order generation, trade allocations, trade settlement, currency management, and in specie / asset transfers across multiple asset classes providing Eric with significant experience in Front, Middle and Back Office Operations. Eric also led teams within the Relationship Management area of SSGAIL responsible for client relationship management, marketing, business and sales support and performance reporting providing Eric with experience in direct client servicing and relationship management. Eric took up his current role in 2013 which includes the management of the outsourcing framework for the Management Company. Eric holds a Bachelor of Commerce Degree from the University College Dublin and holds the Professional Designation of Certified Investment Fund Director. He is a director of State Street ICAV and previously held director positions on the Boards of SSGAIL.
Scott Sanderson (UK). Mr Sanderson is a Managing Director of State Street Global
Advisors Limited and the Chief Financial Officer for State Street Investment Management in 2025 in EMEA, having joined SSGA (re branded to State Street Investment Management in June 2025) in 2018. He is responsible for supporting State Street Investment Management’s EMEA regional business leaders, so that they may execute and deliver on the business objectives set by the State Street Investment Management group. He is also responsible for all aspects of the financial governance of the State Street Investment Management EMEA entities. Scott has over 22 years’ experience in asset management and prior to joining State Street Investment Management and has held various senior finance roles, including positions at Columbia Threadneedle Investments and Bank of New York Mellon, and has served as executive and non-executive director on various investment management and fund management companies. Scott holds an honours degree in Accounting and Financial Analysis from Warwick University and is a member of the Institute of Chartered Accountants in England and Wales. Scott serves as a non-executive director on a number of boards, including the Management Company and was previously an executive director on the board of SSGAIL. Scott is a member of the Management Company’s Audit Committee.
Patrick Mulvihill (Ireland) Patrick Mulvihill has over thirty five years’ experience of international financial services, He has an in-depth knowledge of financial and management reporting, regulatory compliance, operational, risk and credit matters within significant international financial in stitutions. Throughout his career he has been involved in the development and oversight of major IT infrastructure investment supporting his areas of responsibility.
Patrick spent much of his career at Goldman Sachs holding a number of senior management roles based in London and New York. Patrick retired in 2006 as Managing Director: Global Head of Operations, based in London, covering all aspects of Capital Markets Operations, Asset Management Operations and Payment Operations. Prior to this he was Managing Director: Co-Controller based in New York
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responsible for all aspects of Accounting and Regulatory reporting.
In more recent years Patrick has been a non executive director of a number of financial services companies in Ireland covering Banking, Brokerage and Fund Management and Administration and has been chair of Audit and Risk Committees. Patrick has a Bachelor of Commerce Degree from University College Cork and is a Fellow of Chartered Accountants Ireland.
Marie-Anne Heeren (Belgium) Marie-Anne Heeren is Senior Managing Director, Head of the Institutional client group for Europe, Branch Manager for the Company’s Belgian Branch. In this role she leads the effort for Business Development, Relationship Management and Client Service in Europe. She is a member of State Street Investment Management's Senior Leadership Team and the European Executive Management Team. Previously, Marie-Anne held the positions of Belgium Branch Manager at SSGAIL and Head of Continental Europe at SSGAIL. Marie-Anne was also a director on the Board of SSGAIL.
Prior to joining SSGA (re-branded to State Street Investment Management in June 2025) in 2005, Marie-Anne worked at JP Morgan Chase for 5 years, in both London and Brussels. She started with the training program in New York, gaining experience in the Corporate Credit Markets. During her last 2 years at the JP Morgan Brussels office, Marie Anne held a position in credit sales for Institutional Investors in the Benelux region.
Marie-Anne holds a Law degree from the Catholic University of Leuven, Belgium and Heidelberg University, Germany.
The secretary of the Management Company is Matsack Trust Limited.
3.2.3. The Depositary The Depositary is a private limited company, which was established in Ireland on 22 nd May 1991. The Depositary is specialized in custody, fund management and related services, and is regulated by the Central Bank .
The Depositary has been entrusted with following main functions:
- ensuring that the sale, issue, repurchase, redemption and cancellation of Shares are carried out in accordance with applicable law and the Articles; - ensuring that the value of the Shares is calculated in accordance with applicable law and the Articles; - carrying out the instructions of the Company unless they conflict with applicable law and the Articles; - ensuring that in transactions involving the assets of the Funds any consideration is remitted within the usual time limits; - ensuring that the income of the Company is applied in accordance with applicable law and the Articles. - monitoring of each Fund’s cash and cash flows; - safe-keeping of the Company’s assets, including the safekeeping of financial instruments to be held in custody and ownership verification and record keeping in relation to other assets.
Depositary’s liability
In carrying out its duties the Depositary shall, at all times, act honestly, fairly, professionally, independently and solely in the interests of the Company and its Shareholders.
In the event of a loss of a financial instrument held in custody, determined in accordance with the UCITS Directive and in particular Article 18 of the Commission Delegated Regulation No 2016/438, the Depositary shall return financial instruments of identical type or the corresponding amount to the Company without undue delay.
The Depositary shall not be liable if it can prove that the loss of a financial instrument held in custody has arisen as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary pursuant to the UCITS Directive and other applicable rules.
In case of a loss of financial instruments held in custody, the Shareholders may invoke the
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liability of the Depositary directly or indirectly through the Company provided that this does not lead to a duplication of redress or to unequal treatment of the Shareholders.
The Depositary will be liable to the Company for all other losses suffered by the Company as a result of the Depositary’s negligent or intentional failure to prop erly fulfil its obligations pursuant to the UCITS Directive and other applicable rules.
To the extent permitted by applicable law the Depositary may not be liable for consequential or indirect or special damages or losses, arising out of or in connection with the performance or non-performance by the Depositary of its duties and obligations.
Delegation
The Depositary has full power to delegate the whole or any part of its safe-keeping functions subject to the terms of the depositary agreement but its liability will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. The Depositary’s liability shall not be affected by any delegation of its safe-keeping functions.
Information about the safe-keeping functions which have been delegated and the identification of the relevant delegates and sub delegates are contained in Appendix 2 to the Prospectus. The latest version of the list of the relevant delegates will be made available to shareholders on request.
Conflicts of Interest
The Depositary is part of an international group of companies and businesses that, in the ordinary course of their business, act simultaneously for a large number of clients, as well as for their own account, which may result in actual or potential conflicts. Conflicts of interest arise where the Depositary or its affiliates engage in ac tivities under the depositary agreement or under separate contractual or other arrangements. Such activities may include:
(i) providing nominee, administration, registrar and transfer agency, research, investment
management, financial advice and/or other advisory services to the Company; (ii) engaging in banking, sales and trading transactions including foreign exchange, derivative, principal lending, broking, market making or other financial transactions with the Company either as principal and in the inte rests of itself, or for other clients.
In connection with the above activities the Depositary or its affiliates:
(i) will seek to profit from such activities and are entitled to receive and retain any profits or compensation in any form and are not bound to disclose to, the Company, the nature or amount of any such profits or compensation including any fee, charge, commission, revenue share, spread, mark up, mark-down, interest, rebate, discount, or other benefit received in connection with any such activities; (ii) may buy, sell, issue, deal with or hold, securities or other financial products or instruments as principal acting in its own interests, the interests of its affiliates or for its other clients; (iii) may trade in the same or opposite direction to the transactions undertaken, including based upon information in its possession that is not available to the Company; (iv) may provide the same or similar services to other clients including competitors of the Company; (v) may be granted creditors’ rights by the Company which it may exercise.
The Company may use an affiliate of the Depositary to execute foreign exchange, spot or swap transactions for the account of the Company. In such instanc es the affiliate shall be acting in a principal capacity and not as a broker, agent or fiduciary of the Company. The affiliate will seek to profit from these transactions and is entitled to retain and not disclose any profit to th e Company. The affiliate shall enter into such transactions on the terms and conditions agreed with the Company.
Where cash belonging to the Company is deposited with an aff iliate being a bank, a potential conflict arises in relation to the interest
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(if any) which the affiliate may pay or charge to such account and the fees or other benefits which it may derive from holding such cash as banker and not as trustee.
The Investment Manager may also be a client or a counterparty of the Depositary or its affiliates.
Potential conflicts that may arise in the Depositary’s use of sub-delegates include four broad categories:
(i) conflicts from the sub-delegates selection and asset allocation among multiple sub delegates influenced by (a) cost factors, including lowest fees charged, fee rebates or similar incentives and (b) broad two-way commercial relationships in which the Depositary may act based on the economic value of the boarder relationship, in addition to objective evaluation criteria; (ii) sub-delegates, both affiliated and non affiliated, act for other clients and in their own proprietary interest, which might conflict with clients’ interests; (iii) sub-delegates, both affiliated and non affiliated, have only di rect relationships with clients and look to the Depositary as its counterparty, which might create incentive for the Depositary to act in its self-interest, or other clients’ interests to the detriment of clients; and (iv) sub-delegates may have market-based creditors’ rights against client assets that they have an interest in enforcing if not paid for securities transactions.
In carrying out its duties the Depositary shall act honestly, fairly, professionally, independently and solely in the interests of the Company and its Shareholders.
The Depositary has functionally and hierarchically separated the performance of its depositary tasks from its other potentially conflicting tasks. The system of internal controls, the different reporting lines, the allocation of tasks and the management reporting allow potential conflicts of interest and the Depositary issues to be properly identified, managed and monitored. Additionally, in the context of the Depositary’s use of sub delegates, the Depositary imposes contractual
restrictions to address some of the potential conflicts and maintains due diligence and oversight of sub-delegates to ensure a high level of client service by those agents. The Depositary further provides frequent reporting on clients’ activity and holdings, with the underlying functions subject to internal and external control audits. Finally, the Depositary internally separates the performance of its custodial tasks from its proprietary activity and follows a standard of conduct that requires employees to act ethically, fairly and transparently with clients.
Up-to-date information on the Depositary, its duties, any conflicts that may arise, the safe keeping functions delegated by the Depositary, the list of delegates and sub-delegates and any conflicts of interest that may arise from such a delegation will be made available by the Depositary to Shareholders on request.
3.2.4. The Administrator The Company has appointed State Street Fund Services (Ireland) Limited to act as the Company’s central administration agent, domiciliary and corporate agent, registrar and transfer agent and paying agent and to procure or provide ancillary services thereto. Agreements have been entered into with various affiliates and agents to perform certain administrative or representative services or to facilitate the payment of Share distributions in relevant jurisdictions.
3.2.5. The Investment Manager State Street Global Advisors Europe Limited also serves as the investment manager of the Company, subject to the supervision of the Board.
The Investment Manager provides investment management services to the Funds and has established a Polish branch through which it may also provide these services.
The Investment Manager is authorised by the Central Bank and its investment management business includes but is not limited to management of other Irish authorised collective investment schemes.
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The Investment Manager has the discretion to delegate to sub-investment managers all the powers, duties and discretions exercisable in respect of the management of the relevant percentage of such of the Funds as the Investment Manager and any Sub-Investment Manager may from time to time agree. A Sub Investment Manager may further delegate its powers to another sub-investment manager. Any such appointments will be in accordance with the requirements of the Central Bank. Details of sub-investment managers appointed to any Fund will be available to Shareholders on request and will be disclosed in the Fund’s Relevant Supplement . Fees payable to any Sub-Investment Manager appointed by the Investment Manager or Sub-Investment Manager shall be paid by the Management Company.
The terms of the Management Agreement are described further in “The Management Company” section.
3.2.6. The Sub-Investment Managers The Investment Manager and/or Sub Investment Manager have appointed the following discretionary sub-investment managers in respect of certain Funds, as indicated in the Relevant Supplement including, without limitation:
I. State Street Global Advisors Trust Company, (appointed pursuant to a Sub-Investment Management Agreement dated 1 August 2021, as amended from time to time.
II. State Street Global Advisors Limited (appointed pursuant to a Sub Investment Management Agreement dated 1 August 2021).
3.2.7. The Global Distributor and distributors State Street Global Ad visors Europe Limited has also been appointed to act as the Global Distributor of the Company and to promote and market the Shares pursuant to the Management Agreement.
The Global Distributor is authorised to appoint other distributors, sub-distributors and intermediaries and enter into other similar agreements relating to the distribution of Shares. The Global Distributor is authorised to appoint its group companies, including those set out in the “ Directory ” section of this Prospectus to carry out all or any of its duties and functions upon terms which are substantially similar to the terms of the Management Agreement which are described further in “The Management Company” section.
3.2.8. Paying Agents Local laws/regulations in certain countries may require the Management Company to appoint facilities agents/paying agents / representatives / distributors/correspondent banks (any such appointee hereafter referred to as a “ Paying Agent ”) and maintenance of accounts by such Paying Agents through which subscription and redemption monies or dividends may be paid. Shareholders who choose or are obliged under local regulations to pay or receive subscription or redemption monies or dividends via an intermediate entity rather than directly to the Administrator (e.g. a Paying Agent in a local jurisdiction) bear a credit risk against the intermediate entity with respect to
(a) subscription monies prior to the transmission of such monies to the Administrator for the account of the relevant Fund and
(b) redemption monies payable by such intermediate entity to the relevant Shareholder. Fees and expenses of the Paying Agents appointed by the Management Company which will be at normal commercial rates and will be borne by the Fund in respect of which a Paying Agent has been appointed. All Shareholders of the relevant Fund on whose behalf a Paying Agent is appointed may avail of the services provided by Paying Agents appointed by the Management Company on behalf of the Company.
3.2.9. Conflicts of interest The Company is committ ed to maintaining and operating effective organizational and administrative arrangements to identify and
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manage any potential conflicts of interests. The Management Company adopted written procedures with respect to conflicts of interest. In formulating the conflicts of interest policy, the Management Company has taken into account the fact that it is a member of the State Street Corporation group. Once identified, potential conflicts are referred to the relevant governance body, as appropriate.
The Board, the Company, the Management Company, the Depositary, the Administrator and other service providers of the Company, and/or their aff iliates, members, employees or any person connected with them may be subject to various conflicts of interest in their relationships with the Company. In such event, each will at all times have regard to its obligations under any agreements to which it is party or by which it is bound in relation to the Company. In particular, when undertaking any dealings or investments where conflicts of interest may arise, ea ch will respectively endeavour to ensure that such conflicts are resolved fairly. The risk warning headed “ Conflicts of Interest Risk ” in the “ Risk Information ” section of this Prospectus provides further details regarding the risks described above.
As further described in the Articles and in section “ The Directors ” of this Prospectus, any director of the Company who has, directly or indirectly, an interest in a transaction submitted to the approval of the Board which conflicts with the Company’s interest, must inform the Board. The director may not take part in the discussions on and may not vote on the transaction.
The Company has adopted and implemented a conflicts of interest policy and has made appropriate organisational and administrative arrangements to identify and manage conflicts of interests so as to minimise the risk of the Company’s interests being prejudiced, and if they cannot be avoided, ensure that the Company is treated fairly.
3.3. General Meeting of
Shareholders
The annual general meeting of Shareholders of the Company takes place in Ireland every year. Other extraordinary general meetings of Shareholders of the Company or meetings of individual Funds or their Share Classes may be held from time to time.
Notices to the annual general meeting and other meetings are issued in accordance with Irish law. The notices contain information about the place and time of the general meeting, the requirements for attending the meeting, the agenda and, if necessary, the quorum requirements and majority requirements for resolutions.
The requirements as to quorum and majorities at all general meetings will be those set out in the Articles and the Acts. All Shareholders may attend general meetings in person or by appointing another person as his proxy in writing or by other communication mediums accepted by the Company.
3.4. Rights of
Shareholders
Voting rights: Each Share entitles the Shareholder to one (1) vote at all general meetings of the Shareholders of the Company and at all meetings of the Fund or Share Class. Fractions of Shares do not entitle their holder to vote.
Right to receive a share of the profits: The Shares issued are entitled to participate in the net assets allocated to the relevant Fund or Share Class as of the Dealing Day on which they are purchased and up until the date on which they are redeemed.
Shareholder rights di rectly against the Company: The Company draws the Shareholders’ attention to the fact that a Shareholder will only be able to exercise its rights directly against the Company, notably the right to participate in general shareholders’ meetings, if such Shareholder is registered in his own name in the Shareholders’ register. In
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cases where an investor invests in the Company through an intermediary who invests into the Company in its own name but on behalf of the Shareholder, it may not be possible for such investor to exercise certain Shareholder rights directly against the Company. Investors are advised to seek advice in relation to their rights.
Shareholder rights di rectly against the service providers: Generally, absent a direct contractual relationship between the Shareholders and the service providers mentioned in the “ Management and Administration ” section, Shareholders will have no direct rights against service providers and there will only be limited circumstances in which a Shareholder can potentially bring a claim against a service provider. Instead, the proper claimant in an action in respect of which a wrongdoing is alleged to have been committed against the Company by a service provider is, prima facie, the Company itself. As an exception to this general principle, the Shareholders should be able to invoke claims relating to the liability of the Depositary directly provided that this does not lead to a duplication pf redress or to unequal treatment of Shareholders.
3.5. Financial year end
statements
The Company's financial year ends on 31 December of each y ear. The Company will publish an annual report and audited annual accounts, which will be approved by the Board, within four (4) months of the end of the financial period to which they relate. Unaudited semi -annual reports will also be available no later than two (2) months after the end of the half year in question.
The annual report and the half-yearly report can be obtained or inspected free of charge at the registered office of the Administrator and the Company and will be made available on the Website. They may also be sent to Shareholders by electronic mail or other electronic means of communication, although Shareholders and prospective investors may also, on request, receive reports by hard copy mail.
3.6. Liquidation
3.6.1. Termination and liquidation of Funds or Classes
The Board may, having notified the concerned Shareholders in writing, compulsorily redeem all, but not some, of the Shares of any Fund, and may decide to subsequently terminate and liquidate the Fund or keep it dormant, in the event that, for any reason, the Board determines that:
- the Shareholders of the Company or the relevant Fund approve by Special Resolution the redemption of the Shares of the Company or the relevant Fund and subject to not more than six and not less than four weeks’ notice has been given;
- if, at any time after the expiry of three months following the end of the applicable initial offer period the NAV of the Company or the relevant Fund on each Dealing Day within a period of five consecutive weeks is less than US$100,000,000 (or the equivalent in Designated Currency of the relevant Fund), provided that required notice has been given to the Shareholders of the relevant Shares;
- if no replacement Depositary shall have been appointed during the period of three months commencing on the date the Depositary or any replacement thereof shall have notified the Company of its desire to retire as depositary or shall have ceased to be approved by the Central Bank; or
- where a redemption of Shares would result in the number of Shareholders falling below two or such other minimum number stipulated by statute or where a redemption of Shares would result in the issued share capital of the Company falling below such minimum amount as the Company may be obliged to maintain pursuant to applicable law, the Company may defer the redemption of the minimum number of Shares sufficient to ensure compliance with
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applicable law. The redemption of such Shares will be deferred until the Company is wound up or until the Company procures the issue of sufficient Shares to ensure that the redemption can be effected. The Company or its duly authorised delegate shall be entitled to select the Shares for deferred redemption in such manner as it may deem to be fair and reasonable and as may be approved by the Depositary
- the Shareholders of any Fund may, by way of Special Resolution, and subject to the requirements of the Central Bank, authorise the amalgamation/merger of the Fund with any other collective investment scheme or schemes, which amalgamation/merger may involve the redemption of shares of the relevant Fund and the transfer of the whole or part of the assets of the Fund to the depositary (who may or may not be regulated by the Central Bank) of the relevant collective investment scheme or schemes.
- in such other circumstances as set out in the Articles of the Company.
The liquidation of a Fund associated with the compulsory redemption of all affected Shares for any other reason may only be carried out with the prior agreement of the Shareholders in the Fund to be liquidated at a meeting of Shareholders of the Fund in question, convened in accordance with the Articles. The notice will explain the reasons and the process of the termination and liquidation. Such resolution may be passed with no quorum requirement and with a simple majority of the Shares attending/represented and voting.
Generally, if a Fund is liquidated, all Shares redeemed will be cancelled. Redemption proceeds which have not been claimed within the statutory period of si x years will be forfeited in accordance with applicable laws and regulations and will form part of the assets of the Company.
The termination and liquidation of a Fund will have no influence on the existence of any other Fund. The termination and liquidation of the last Fund of the Company will result in the liquidation of the Company.
The Board may also, at its sole discretion and at any time, close a Share Class.
3.6.2. Dissolution and liquidation of the Company The Company is incorporated for an unlimited period. However, it may be dissolved at any time by a resolution passed at a general meeting of Shareholders adopted in compliance with applicable laws.
Where a redemption of Shares would result in the number of Shareholders falling below two or such other minimum number stipulated by statute or where a redemption of Shares would result in the issued share capital of the Company falling below such minimum amount as the Company may be obliged to maintain pursuant to applicable law, the Company may defer the redemption of the minimum number of Shares sufficient to ensure compliance with applicable law. The redemption of such Shares will be deferred until the Company is wound up or until the Company procures the issue of sufficient Shares to ensure that the redemption can be effected. The Company shall be entitled to select the Shares for deferred redemption in such manner as it may deem to be fair and reasonable and as may be approved by the Depositary.
The compulsory dissolution of the Company may be ordered by Irish competent courts in circumstances provided by the Regulations and the Acts.
As soon as a decision to dissolve the Company is taken, the issue, redemption or conversion of Shares in all Funds will be prohibited.
In the event of a dissolution of the Company, the liquidators appointed by the general meeting of Shareholders, in accordance with applicable law, will rea lise the assets of the Company in the interests of the Shareholders and will subsequently distribute the net proceeds of liquidation (after deducting all liquidation expenses) among Shareholders of each Fund in proportion to their holding of Shares in such Fund. Liquidation proceeds which have not been claimed by Shareholders within the statutory peri od of six years will be forfeited in accordance with applicable laws and
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regulations and will form part of the assets of the Company.
A liquidation of the Company will be carried out in accordance with the provisions of the Regulations and the Acts.
3.7. Negative Yield
Measures
Where the Board or the Management Company on behalf of the Company determines that a distributing Share Class within a Stable NAV MMF’s may not be able to maintain a stable NAV per Share, as the Stable NAV MMF suffers a net negative yield on any Dealing Day during a month (the “ Negative Yield Occurrence ”), the Board or the Management Company on behalf of the Company may implement a conversion to accumulating Shares. The Company or the Management Company on its behalf will provide notice to holders of Shares of the relevant Stable NAV MMF or Share Class of any such conversion. The Company intends to provide such notice in advance (during which holders of Shares of the relevant Stable NAV MMF or Share Class may redeem their Shares), but in the event that a Negative Yield Occurrence takes place abruptly (for example, in the event of a sudden yield crash), notice may be given simultaneously with the conversion taking effect. Where such a conversion is implemented, the distributing Share Classes affected by the Negative Yield Occurrence will be amended as follows: (i) the distribution policy will be amended and the Shares will become accumulating Shares; and (ii) the ne gative income will be accrued in to the NAV and as such the NAV per Share for these Shares Classes will not remain stable and their capital may be eroded. Please also refer to the “Risk Information” headed “Negative Yield Environment”.
The Board or the Management Company on behalf of the Company as applicable reserves the right to reverse the conversion of the distributing Shares into accumulating Shares, if they deem it to be in the interests of the Shareholders. The Company will provide notice to holders of Shares of such a conversion.
3.8. Merger of the
Company, a Fund or
a Share Class
The Shareholders of any Fund may, by way of Special Resolution, and subject to the requirements of the Central Bank, authorise the amalgamation/merger of the Fund with any other collective investment scheme or schemes, which amalgamation/merger may involve the redemption of shares of the relevant Fund and the transfer of the whole or part of the assets of the Fund to the depositary (who may or may not be regulated by the Central Bank) of the relevant collective investment scheme or schemes. The Board may also decide, subject to at least 30 days’ prior notice to the shareholders in the Share Class to merge such Share Class with another Share Class of the same or another Fund.
3.9. Applicable Law and
Jurisdiction
The Application Form shall be governed by and construed in accordance with the laws currently in force in Ireland. It contains a choice of international competence of the courts of Ireland.
There are no legal instruments in Ireland required for the recognition and enforcement of judgments rendered by an Irish court. If a foreign, i.e. non-Irish court, on the basis of mandatory domestic provisions, renders a judgment against the Company, the rules of the Regulation (EU) No 1215/2015 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast), (regarding judgments from EU Member States) or the rules of the Convention of Lugano of 30 October 2007 on jurisdiction and the enforcement of judgments in civil and co mmercial matters or of the private international law of Ireland (regarding judgments from non-EU Member States) concerning the recognition and enforcement of foreign judgments apply. Investors are advised to seek advice, on a case-by-case basis, on the available rules
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concerning the recognition and enforcement of judgments.
3.10. Remuneration policy
The Management Company is subject to remuneration policies, procedures and practices (together, the “ Remuneration Policy ”) which complies with the UCITS Directive. The Remuneration Policy is consistent with and promotes sound and effective risk management. It is designed not to encourage risk-taking which is inconsistent with the risk profile of the Funds. The Remuneration Policy is in line with the business strategy, objectives, values and interests of the Company and the Funds, and includes measures to avoid conflicts of interest. The Remuneration Policy applies to staff whose professional activities have a material impact on the risk profile of the Company or the Funds and ensures that no indi vidual will be involved in determining or approving their own remuneration. The Remuneration Policy will be reviewed annually. Details of the up-to-date Remuneration Policy are available on the Website. The Remuneration Policy will also be made available for inspection and may be obtained, free of charge, at the registered office of the Management Company.
The Board has delegated certain activities, in respect of the investment management and risk management of the Funds, to the Sub Investment Manager. The global State Street remuneration policy applies to the Sub Investment Manager’s employees. Such remuneration policy is consistent with and promotes sound and effective risk management and does not encourage risk taking that is inconsistent with the risk profile of the Funds managed by the Company.
Pursuant to article 5 of SFDR, the details of how the Remuneration Policy is consistent with the integration of sustainability risks can be found on the Website.
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4. Risk Information
This section provides information regarding some of the general risks applicable to an investment in the Funds. Additional risk information specific to individual Funds is specified in the Releva nt Supplement. This section is not intended to be a complete explanation and other risks may be relevant from time to time. In particular, the Company’s and each Fund’s performance may be affected by changes in market, economic and political conditions, and in legal, regulatory and tax requirements.
References to the Investment Manager in this section shall incorporate references to the Sub Investment Manager as may be applicable to a particular Fund and disclosed in the Relevant Supplement.
There can be no assurance that a Fund will achieve its investment objective.
Investors should be aware that an investment in a Fund is not in the nature of a deposit in a bank account in that the principal invested in a Fund may fluctuate and is not protected by any government, government agency or other guarantee scheme. Before making an investment decision with respect to an investment in any Fund, prospective investors should carefully consider all of the information set out in this Prospect us and the Relevant Supplement, as well as their own personal circumstances, and should consult their own stockbroker, bank manager, lawyer, accountant and/or fi nancial adviser. An investment in the Shares of any Fund is only suitable for investors who (either alone or in conjunction with an appr opriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The price of the Shares of a Fund can go down as well as up and their value is not guaranteed. Shareholders may not receive, at redemption or liquidation, the amount that they originally invested in a Fund or any amount at all.
Although the Company will do its utmost to achieve the investment objectives of each Fund, there can be no guarantee to which extent these objectives will be reached. Consequently, the NAV of the Shares may increase or decrease and positive or negative returns of different levels may arise.
Concentration Risk: A Fund may focus its investments in companies or issuers in a particular industry, market, or sector. When a Fund focuses its investments in a particular industry market or sector, any financial, economic, business or other developments affecting issuers in that industry, market, or sector will have a greater effect on the Fund than if it had not focused its assets in that industry, market, or sector, which may, in turn, increase the volatility of the Fund. In addition, investors may buy or sell substantial amounts of a Fund’s Shares in response to factors affecting or expected to affect an industry, market, or sector in which the Fund focuses its investments, resulting in extreme inflows or outflows of cash into or out of the Fund. Such extreme cash inflows or outflows might affect management of the Fund adversely.
Conflicts of Interest Risk : An investment in a Fund may be subject to a number of actual or potential conflicts of interest. Subject to applicable law, a Fund may engage in transactions that may tr igger or result in a potential conflict of interest. For example: the Investment Manager or its affiliates may provide services to the Fund, such as depositary, custodial, administrative, bookkeeping, and accounting services, transfer agency, and shareholder servicing, and other services for which the Fund would compensate the Investment Manager and/or such affiliates.
A Fund may enter into securities transactions with the Investment Mana ger or an affiliate of the Investment Manager where the Investment Manager or an affiliate acts as agent for a Fund in connection with the purchase or sale of securities, or as principal, where the Investment Manager or an affiliate sells securities to a Fund
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or buys securities from a Fund for its own account.
The Investment Manager on behalf of the Fund may enter into repurchase agreements and derivatives transactions with or through Investment Manager or one of its affiliates, as specified in the Releva nt Supplement. A Fund may invest in other pooled investment vehicles sponsored, managed, or otherwise affiliated with the Investment Manager in which event the Fund may not be charged subscription or redemption fees on account of such investment but will bear a share of the expenses of those other pooled investment vehicles. Those investment vehicles may pay fees and other amounts to the Investment Manager or its affiliates, which migh t have the effect of increasing the expenses of the Fund. It is possible that other clients of the Investment Manager will purchase or sell interests in such other pooled investments at prices and at times more favourable than those at which the Fund does so.
There is no assurance that the rates at which a Fund pays fees or expenses to the Investment Manager or its affiliates, or the terms on which a Fund enters into transactions with the Investment Manager or its affiliates or on which a Fund invests in any investment vehicles sponsored, managed, or otherwise affiliated with the Investment Ma nager will be the most favourable available in the market generally or as favourable as the rates the Investment Manager makes available to other clients. There will be no indep endent oversight of prices, fees or expenses paid to, or services provided by, the Investment Manager or its affiliates. Becaus e of its financia l interest, the Investment Manager may have an incentive to enter into transactions or arrangements on behalf of a Fund with it self or its affiliates in circumstances where it might not have done so in the absence of that interest. Transactions and services with or through the Investment Manager or its affiliates will, however, be effected in accordance with the applicable regulatory requirements.
The Investment Manager and its affiliates serve as investment manager to other clients and may make investment decisions for their own
accounts and for the accounts of others that may be different from those that will be made by the Investment Manager on behalf of a Fund. For example, the Investment Manager may provide asset allocation advice to some clients that may include a recommendation to invest in or redeem from a particular issuer while not providing that same recommendation to all clients invested in the same or similar issuers.
Other conflicts may arise, for example, when clients of the Investment Manager invest in different parts of an issuer’s capital structure, so that one or more clients own senior debt obligations of an issuer and other clients own junior debt of the same issuer, as well as circumstances in which clients invest in different tranches of the same structured financing vehicle. In such circumstances, decisions over whether to trigger an event of default or over the terms of any workout may result in conflicts of interest. When making investment decisions where a conflict of interest may arise, the Investment Manager will endeavour to act in a fair and equitable manner, in accordance with its conflicts of interest policy, as between the relevant Fund and other clients. Subject to the foregoing, (i) the Investment Manager and its affiliates may invest for their own accounts and for the accounts of clients in various securities that are senior , pari passu or junior to, or have interests different from or adverse to, the securities that are owned by a Fund; and (ii) subject to applicable law, the Investment Manager may, at certain times, simultaneously seek to purchase (or sell) investments for a Fund and to sell (or purchase) the same investment for accounts, funds or structured products for which it serves as investment manager now or in the future, or for other clients or affilia tes and may enter into cross trades in such circumstances.
In addition, the Investment Manager and its affiliates may buy securities from or sell securities to a Fund, if permitted by applicable law. These other relationships may also result in securities laws restrictions on transactions in these instruments by a Fund and otherwise create potential conflicts of interest for the Investment Manager.
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The Investment Manager, in connection with its other business activities, may acquire material non-public confidential information that may restrict the Investment Manager from purchasing securities or selling securities for itself or its clients (including a Fund) or otherwise using such information for the benefit of its clients or itself.
There is no prohibition on dealing in assets of a Fund by the Depositary, the Management Company or by any entities related to such parties, provided that such transactions are carried out as if negotiated at arms’ length and are in the best interest of Shareholders. Permitted transactions between a Fund and such parties are subject to (i) a certified valuation by a person approved by the Depositary (or the Management Company in the case of a transaction involving the Depositary) as independent and competent; or (ii) execution on best terms on organised investment exchanges under their rules; or (iii) where (i) and (ii) are not practical, execution on terms the Depositary (or the Management Company in the case of a transaction involving the Depositary) is satisfied conform to the principles set out above.
There is no prohibition on the Depositary, the Management Company, the Administrator, the Investment Manager or any other party related to a Fund acting as a “competent person” for the purposes of determining the probable realisation value of an asset of the Fund in accordance with the valuation provisions outlined in “ Valuation and Calculation of the NAV ” section of this Prospectus. Investors should note however, that in circumstances where fees payable by a Fund to such parties are calculated based on the NAV, a conflict of interest may arise as such fees will increase if the NAV increases. Any such party will endeavour to ensure that such conflicts are resolved fairly and in th e best interest of the Shareholders.
The Investment Manager will be required to provide best execution when executing orders or transmitting orders on behalf of the Fund. The Investment Manager will take all sufficient steps to obtain, when executing orders or transmitting orders on the Fund’s behalf, the
best possible result for the Fund, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to execution of the order. When executing or transmitting orders on behalf of the Fund, the Investment Manager will take into account any specific instruction from the Board or its duly authorised delegate regarding execution of the order.
A director may be a party to, or otherwise interested in, any transaction or arrangement with a Fund or in which a Fund is interested, provided that he has disclosed to the other directors prior to the conclusion of any such transaction or arrangement the nature and extent of any material interest of his therein. The directors shall endeavour to ensure that any conflict of interest is resolved fairly.
The foregoing does not purport to be a comprehensive list or complete explanation of all potential conflicts of interests which may affect a Fund. A Fund may encounter circumstances, or enter into transactions, in which conflicts of interest that are not listed or discussed above may arise.
Counterparty Risk : Each Fund will be subject to credit risk with respect to the counterparties if such Fund enters into derivatives contracts, foreign exchange, currency forward contracts and other transactions such as repurchase agreements. A Fund’s ability to profit from these types of investments and transactions will depend on the willingness and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual obligations, the relevant Fund(s) may be unable to terminate or realize any gain on the investment or transaction, or to recover collateral posted to a counterparty, resulting in a loss to such Fund(s). A Fund may experience significant delays and expenses in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances. If a Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding
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relating to the counterparty. Contractual provisions and applicable law may prevent or delay a Fund from exercising its rights to terminate an investment or transaction with a financial institution experiencing financial difficulties or to realize on collateral and another institution may be substi tuted for that financial institution without the consent of the impacted Fund(s). If the credit rating of a derivatives counterparty declines, an impacted Fund may nonetheless choose or be required to keep existing transactions in place with the counterparty, in which event such Fund would be subject to any increased credit risk associated with those transactions.
OTC derivatives have similar risks as described above and may also be subject to the risk that a contract will be cancelled, for example due to bankruptcy, subseq uent illegality or a change in the tax or accounting regulations since the conclusion of the OTC derivative contract.
Currency Risk : Investments in issuers in different countries are often denominated in currencies different from a Fund’s Designated Currency. Changes in the values of those currencies relative to a Fund’s Designated Currency may have a positive or negative effect on the values of a Fund’s investments denominated in those currencies. The values of other currencies relative to a Fund’s Designated Currency may fluctuate in response to, among other factors, interest rate changes, intervention (or failure to intervene) by national governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of currency or capital controls, and other political or regulatory developments. Currency values can decrease significantly both in the short term and over the long term in response to these and other developments. Continuing uncertainty as to the status of the European Monetary Union (the “ EMU ”) and membership of the EU has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EMU and/or EU, or any continued uncertainty as to its status, could have significant adverse effects on currency and financial markets, and on the values of the Fund’s portfolio investments. Some of the Funds operate in Euro and may hold Euro and
Euro denominated securities and other obligations directly or as collateral. Many of the countries that participate in the Euro (each a “ Eurozone Country ”) are currently being affected by severe political and economic difficulties, in some cases requiring emergency assistance by way of sovereign and non sovereign funding and debt. These difficulties have had a corresponding negative effect on financial markets, investor sentiment and credit ratings of institutions affected Eurozone countries and could potentially lead to certain Eurozone countries abandoning or being forced to withdraw from the Euro. The Fund may be adversely impacted by these developments and effects, which may include a significant devaluation of the securities in which the Fund invests and/or a situation whereby the Fund is no longer able to achieve its stated objective. To the extent the Investment Manager seeks to hedge against adverse changes in the values of currencies on the value of a Fund’s assets, such hedging transactions may not have the desired effect or may cause a Fund to lose money.
Depositary and Custodial Risk: There are risks involved in dealin g with the Depositary, sub-custodians or brokers who hold a Fund’s investments or settle Funds’ trades. The Depositary will hold assets in compliance with applicable laws (including but not limited to the UCITS Directive and Commission Delegated Regulations) and such specific provisions as agreed in the depositary agreement. Such requirements are designed to safe keep the assets and provide certain protections against losses including losses from the insolvency of the Depositary or any-sub-custodian but there is no guarantee they will successfully do so.
In certain circumstances, it is possible that, in the event of the insolvency or bankruptcy of a sub-custodian or broker, the Fund would be delayed or prevented from recovering its assets from the sub-custodian or broker, or its estate, and may have only a general unsecured claim against the sub-custodian or broker for those assets.
An affiliate of the Investment Manager serves as the Depositary of the Company’s assets. See also “ Conflicts of Interest Risk ” above.
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Debt Securities Risk : Fixed-income securities and other income-producing securities are obligations of their issuers to make payments of principal and/or interest on future dates. The values of debt securities may increase or decrease as a result of the following: market fluctuations, increases in interest rates, actual or perceived inability or unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments or illiquidity in debt securities markets; the risk of low rates of return due to reinvestment of securities during periods of falling interest rates or repayment by issuers with higher coupon or interest rates; and/or the risk of low income due to falling interest rates. To the extent that interest rates rise, certain underlying obligations may be paid off substantially slower than originally anticipated and the value of those securities may fall sharply. A rising interest rate environment may cause the value of a Fund’s fixed income securities to decrease, a decline in the Fund’s income and yield, an adverse impact on the liquidity of the Fund’s fixed income securities , and increased volatility of the fixed income markets. If the principal on a debt obligation is prepaid before expected, the prepayments of principal may have to be reinvested in obligation s paying interest at lower rates. During periods of falling interest rates, the income received by a Fund may decline. Changes in inte rest rates will likely have a greater effect on the values of debt securities of longer durations. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Specific risks that may be part of debt securities risk include the following:
• Credit Risk : Credit risk is the risk that an issuer, guarantor or liquidity provider of a fixed-income security held by a Fund may be un able or unwilling, or may be perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honour its obligations. It includes the risk that the security will be downgraded by a credit rating agency;
generally, lower cred it quality issuers present higher credit risks. An actual or perceived decline in creditworthiness of an issuer of a fixed-income security held by a Fund may result in a decrease in the value of the security. It is possible that the ability of an issuer to meet its obligat ions will decline substantially during the period when the Fund owns securities of the issuer or that the issuer will default on its obligations or that the obligations of the issuer will be limited or restructured.
The credit rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition and does not reflect an assessment of an investment’s volatility or liquidity.
Securities rated in the lowest category of investment grade and securities rated below investment-grade and unrated securities of comparable credit quality (commonly known as “high-yield bonds” or “junk bonds”) typically lack outstanding investment characteristics and have speculative characteristics and are subject to greater credit and market risks than higher-rated securities. The lower ratings of junk bonds reflect a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. If this were to occur, the values of such securities held by a Fund may become more volatile and the Fund could lose some or all of its investment. Investment-grade investments generally have lower credit risk than investments rated in below investment grade, however such investments may share some of the risks of lower-rated investments, includ ing the possibility that the issuers may be unable to make timely payments of interest and principal and thus default. Consequently, there can be no
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assurance that investment grade securities will not be subject to credit difficulties leading to the loss of some or all of the sums invested in such securities.
If a security held by a Fund loses its rating or its rating is downgraded, the Fund may nonetheless continue to hold the security in the discretion of the Investment Manager.
In the case of asset-backed or mortgage-related securities, changes in the actual or perceived ability of the obligors on the underlying assets or mortgages to make payments of interest and/or principal may affect the values of those securities.
A Fund will be subject also to credit risk with respect to the counterparties with which a Fund enters into derivatives contracts and other transactions.
• Extension Risk: During periods of rising interest rates, the average life of certain types of securities may be extended because of slower-than expected principal payments. This may increase the period of time during which an investment earns a below market interest rate, increase the security’s duration and reduce the value of the security. Extension risk may be heightened during periods of adverse economic conditions generally, as payment rates decline due to higher unemployment levels and other factors.
• Income Risk: A Fund’s income may decline due to falling interest rates or other factors. Issuers of securities held by a Fund may call or redeem the securities during periods of falling interest rates, and such Fund would likely be required to reinvest in securities paying lower interest rates. If an obligation held by the Fund is prepaid, the Fund may have to reinvest the prepayment in other obligations paying income at lower rates. A
reduction in the income earned by the Fund may limit the Fund’s ability to achieve its investment objective.
• Interest Rate Risk: Interest rate risk is the risk that the securities held by a Fund will decline in value because of increases in market in terest rates. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. Falling interest rates also create the potential for a decline in a Fund’s income and yield. Interest only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Variable and floating rate securities also generally increase or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-rate securities. A substantial increase in interest rates may also have an adverse impact on the liquidity of a security, especially those with longer durations. Changes in governmental policy, including changes in central bank monetary policy, could cause interest rates to rise rapidly, or cause investors to expect a rapid rise in interest rates. This could lead to heightened levels of interest rate, volatility and liquidity risks for the fixed income markets generally and could have a substantial and immediate effect on the values of the Fund’s investments.
• Below Investment Grade Securities Risk: In the unlikely event that a Fund is exposed to the securities rated below investment-grade and unrated securities of comparable credit quality (commonly known as “high-yield bonds” or “junk bonds”), the Shareholders should be aware that such securities lack strong investment characteristics, are considered predominantly speculative with respect
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to the issuer’s cont inuing ability to make principal and interest payments, and are subject to greater levels of credit, liquidity and market risk than higher-rated securities. Such securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time and some of a Fund’s investments in such securities may be in default. The lower ratings of high-yield bonds/junk bonds reflect a greater possibility that actual or perceived adverse changes in the financial condition of the issuer or in general economic conditions, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. If this were to occur, the values of such securities held by a Fund may fall substantially and the Fund could lose some or all of the value of its investment. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt securities. The market for lower quality debt securities can be less liquid than for higher quality debt securities, especially during periods of recession or general market decline, which could make it difficult at times for the Fund to sell certain securities at prices used in calculating the Fund’s NAV. These securities may have significant volatility.
• Call/Prepayment Risk: Call/prepayment risk is the risk that an issuer will exercise its right to pay principal on an obligation held by a Fund earlier than expected or required. This may occur, for example, when there is a decline in interest rates, and an issuer of bonds or preferred stock redeems the bonds or stocks in order to replace them with obligations on which it is required to pay a lower interest or dividend rate. It may also occur when there is an unanticipated increase in the rate at which mortgages or other receivables underlying
mortgage- or asset-backed securities held by a Fund are prepaid. In any such case, a Fund may be forced to invest the prepaid amounts in lower-yielding investments, resultin g in a decline in the Fund’s income.
• Variable and Floating Rate Securities: Variable or floating rate securities are debt securities with variable or floating interest rates payments. Variable or floating rate securities bear rates of interest that are adjusted periodically according to formulae intended generally to reflect market rates of interest and allow the Fund to participate (determined in accordance with the terms of the securities) in increases in interest rates through upward adjustments of the coupon rates on the securities. However, during periods of increasing interest rates, changes in the coupon rates may lag behind the changes in market rates or may have limits on the maximum increases in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities will typically readjust downward resulting in a lower yield.
If indicated in the Relevant Supplement, the Fund may also invest in variable or floating rate equity securities, whose dividend payments vary based on changes in market rates of interest or other factors.
Defensive Positions Risk (non-principal risk) : In response to actual or perceived adverse market, economic, political, or other conditions, a Fund may (but will not necessarily), without notice, depart from its investment strategy by temporarily investing for defensive purposes. There is no guarantee that a defensive strategy will work as intended.
Deflation Risk: Deflation risk is the risk of a decrease in the general price level of goods and services. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may
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result in a decline in the value of a Fund’s portfolio.
Errors, Error Correction Policies and Shareholder Notification : The Management Company, in consultation with the Depositary, will consider any breaches of investment objective, policies or restrictions and any errors in the calculation of the NAV of the Funds or the processing of subscriptions and redemptions in order to determine whether corrective action is necessary or compensation is payable to the Company or the Shareholders.
The Board may in its sole discretion, authorise the correction of errors, which may impact the processing of subscriptions for and redemptions of Shares. The Board may follow materiality policies with respect to the resolution of errors that may limit or restrict when corrective action would be taken or when compensation to the Company or Shareholders will be paid. In addition, subject to policies approved by the Board consistent with applicable law, not all mistakes will result in compensatable errors. Accordingly, Shareholders who purchase or redeem Shares during periods in which compensatable errors or other mistakes accrue or occur may not be recompensed in connection with the resolution of a compensatable error or other mistake.
Shareholders may not be notified of the occurrence of any error or the resolution thereof unless the correction of the error requires an adjustment to the number of Shares they hold or NAV at which such Shares were issued, or to the redemption monies paid to such Shareholder.
ESG Risk: A Fund's incorporation of environmental, social and governance ( ESG ) considerations in its investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style but that do not incorporate such considerations in their investment strategy or processes. In applying ESG criteria to its investment decisions, a Fund may forgo higher yielding investments that it would invest in, or suffer increased tracking error, absent the application of its ESG investing criteria. A Fund's investment process
may affect its exposure to certain securities and/or issuers, which may impact its relative investment performance depending on whether such investments are in or out of favour with the market. In addition, a Fund's investments in certain securities may be susceptible to various factors that may impact their businesses or operations, including costs associated with government budgetary constraints that impact publicly funded projects and clean energy initiatives, the effects of general economic conditions throughout the world, increased competition from other providers of services, unfavourable tax laws or accounting policies and high leverage. The Investment Manager and/or the Sub-Investment Manager relies on available information to assist in the ESG evaluation process, and the process employed for a Fund may differ from processes employed for other funds. A Fund will seek to identify securities and/or issuers that it believes meet its ESG criteria based on the data provided by third parties. In evaluating a security and/or issuer, the Investment Manager and/or the Sub Investment Manager is dependent upon information and data that may be incomplete, inaccurate or unavailable, which could cause the Investment Manager and/or the Sub Investment Manager to incorrectly assess an issuer’s ESG characteristics. A Fund may invest in securities that do not reflect the beliefs and values of any particular investor. See also Sustainability Risk.
Financial Inst itution Risk : Some instruments in which a Fund invests are issued or guaranteed by financial institutions, such as banks and brokers, or are collateralized by securities issued or guaranteed by financial institutions. Changes in the creditworthiness of any of these institutions may adversely affect the values of instruments of issuers in financial industries. Financial institutions may be particularly sensitive to certain economic factors such as interest rate changes, adverse developments in the real estate market, fiscal and monetary policy and general economic cycles. Adverse developments in banking and other financial industries may cause a Fund to underperform relative to other funds that invest more broadly across different industries or have a smaller exposure to financial institutions. Changes in governmental regulation and
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oversight of financial institutions may have an adverse effect on the financial condition or the earnings or operations of a financial institution and on the types and amounts of businesses in which a financial institution may engage. An investor may be delayed or prevented from exercising certain remedies against a financial institution.
Frequent Trading/Portfolio Turnover Risk: A Fund may engage in active and frequent trading of its portfolio securities. Fund turnover generally involves a number of direct and indirect costs and expenses to the trading Fund, including, for example, brokerage dealing commissions, dealer mark-ups and bid/asked spreads, and transaction costs on the sale of securities and reinvestment in other securities. The costs related to increased portfolio turnover have the effect of reducing the Fund’s investment return and the sale of securities by a Fund may result in the realisation of taxable capital gains, including short term capital gains. Frequent trading can also result in increased tax liability for the trading Fund.
Geographic Concentration Risk : A Fund that invests its assets in a small number of countries, or in a particular geographic region or regions will be more closely tied to market, currency, economic, political, environmental, or regulatory conditions and developments in the countries or regions in which such Fund invests, and consequently its performance may be more volatile than the performance of a more geographically-diversified fund.
Inflation Risk: Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of a Fund’s assets can decline .
Investments in Foreign Securities Risk : Investments in securities of companies from multiple countries, securities of companies with significant exposure to multiple countries, and exposure to various currencies can involve additional risks relating to market, economic, political, or regulato ry conditions and developments. Political, social, and economic instability, the imposition of currency or capital controls, or the expropriation or nationalization
of assets in a particular country can cause dramatic declines in that country’s economy. Less stringent regulatory, accounting, and disclosure requirements for issuers and markets are common in certain countries. Enforcing legal rights can be difficult, costly, and slow in some countries, and can be particularly difficult against governments. Additional risks of investing in various countries include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make investments in multiple countries, especially those in emerging markets, more volatile and less liquid than investments in a single country. In addition, markets in various countries can each react differently to market, economic, political, or regulatory developments.
Investment Risk: Investment risk includes the possible loss of the entire amount of capital that a Shareholder invests. The value of securities and other investments held by the Fund may increase or decrease, at times rapidly and unexpectedly. Shareholders’ investments in a Fund may at any point in the future be worth less than their orig inal investments. Accordingly, it is important that Shareholders periodically evaluate their investments in a Fund.
Issuer Risk : The value of securities may decline for a number of reasons which directly relate to the issuers, such as, for example, management performance, financial leverage, and reduced demand for the issuer’s goods and services.
Large shareholder risk: To the extent a large proportion of the shares of a Fund are held by a small number of Shareholders (or a single Shareholder), including funds or accounts over which the Investment Manager has investment discretion, a Fund is subject to the risk that these Shareholders will purchase or redeem their Shares in large amounts rapidly or unexpectedly, including as a result of an asset allocation decision made by the Investment Manager. These transactions could adversely affect the ability of a Fund to conduct its investment program and may result in the impositions of redemption fees, suspensions and gates.
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Leveraging Risk: Certain transactions, including, for example, certain derivatives transactions may create investment leverage. When a Fund engages in transactions that have a leveraging effect on the Fund’s investment portfolio, the value of the Fund will be potentially more volatile and all ot her risks will tend to be compounded. This is because leverage generally creates investment risk with respect to a larger base of assets than the Fund would otherwise have and so magnifies the effect of any increase or decrease in the value of the Fund’s underlying assets. The use of leverage is considered to be a speculative investment practice and may result in losses to the Fund. In transactions involving leverage, a relatively small market movement or change in other underlying indicator can lead to significantly larger losses to the Fund. Certain derivatives have the potential for un limited loss, regardless of the size of the initial investment. The use of leverage may cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy repayment, interest payment or margin obligations or to meet asset segregation or coverage requirements.
Limited Investment Programme Risk: An investment in any Fund, or even in a combination of Funds, is not intended to be a complete investment programme but rather is intended for investment as part of a diversified investment portfolio. Investors should consult their own advisors as to the role of an investment in any of the Funds in their overall investment programme.
Liquidity Risk : Liquidity risk is the risk that a Fund may not be able to acquire or dispose of securities or close out derivatives transactions readily at a favourable time or prices (or at all) or at prices approximating those at which the Fund currently values them. In large-scale transactions or when markets are partially illiquid (e.g. where there are numerous individually agreed instruments) it may not be possible to execute a transaction or close out a position at an advantageous price.
Illiquid securities th at may be held in accordance with applicable law (“Permitted Illiquid Securities”) may be subject to restrictions on resale, may trade in the over-the
counter market or in limited volume, or may not have an active trading market. In addition, Permitted Illiquid Securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. It may be difficult for a Fund to value Perm itted Illiquid Securities accurately. The market for certain investments held by a Fund may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. Disposal of Permitted Illiquid Securities may entail registration expenses and other transaction costs that are higher than those for liquid securities.
From time to time, the counterparties with which a Fund effects transactions might cease making markets or quoting prices in certain of the instruments in which a Fund has invested. In such instances, a Fund might be unable to enter into a desired transaction or to enter into any offsetting transaction with respect to an open position, which might adversely affect its performance.
The Management Company employs an appropriate liquidity risk management process, which takes into account repurchase or reverse repurchase transactions employed by the Funds, in order to ensure that each Fund is able to comply with its stated redemption obligations. However, it is possible that in the type of circumstances described above, a Fund may not be able to realise sufficient assets to meet all redemption requests that it receives or the Management Company may determine that the circumstances are such that meeting some or all of such requests is not in the best interests of the Shareholders in a Fund as a whole. In such circumstances, the Management Company may take the decision to apply the redemption gate provisions described in the “ Redemption – Redemption limits ” and “ Redemption – Redemption restrictions ” sections of this Prospectus or suspend dealings in the relevant Fund as described in the “ Valuation and Calc ulation of NAV Temporary Suspension of NAV Calculation and Dealings ” section of this Prospectus.
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Liquidity, Settlement and Derivatives Risks : A Fund may be exposed to credit risk on parties with whom it trades and may also bear the risk of settlement default. For example, although the seller under a repurc hase agreement will be required to maintain the value of the securities subject to the agreement in an amount exceeding the repurchase price, default by the seller would expose a Fund to possible loss due to adverse market action or delay in connection with the disposal of the underlying obligations.
Derivatives are subject to a number of risks, such as potential changes in value in response to interest rate changes or other market developments or as a result of the counterparty’s credit quality and the risk that a derivative transaction may not have the effect the Investment Manager anticipated. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the asset, rate, or index underlying the derivative. Derivative transactions can create investment leverage and may be highly volatile. Use of derivatives other than for hedging purposes may be considered speculative.
When the Funds invest in a derivative instrument, it could lose more than the principal amount invested. Further, when a Fund invests in a derivative instrument, it generally is not required to post collateral equal to the amount of the notional value of the derivative instrument. Consequently, the cash held by the Fund (generally equal to the unfunded amount of the derivative) will typically be invested in money market instruments. It is possible that returns on the investment of this cash may have a negative impact on the performance and/or returns of the Fund.
Many derivative transactions are entered into “over the counter” (not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and th e willingness of the Funds’ counterparty to perform its obligations under the transaction. A liquid secondary market may not always exist for the Funds’ derivative positions at any time. Use of derivatives may increase the amount and timing of taxes
payable by shareholders. There is no guarantee that investments in derivative instruments will work as intended. Derivatives are subject to a number of risks such as “ Market Risk ” below and “ Counterparty Risk ” above.
Low Short-Term Interest Rates: A relevant Fund’s yield is sensitive to the level of interest rates. In low short-term interest rates environment, the Fund’s yield may be very low. In such market conditions, the Fund may not be able to generate sufficient amount of income to pay its expenses. It may also not be able to pay dividends and may have a negative yield (i.e., it may lose money on an operating basis). In such environment, it is possible that the Fund will maintain a substantial por tion of its assets in cash, on which it would earn little, if any, income.
LVNAV MMF and Public debt CNAV MMF Valuation Risk: LVNAV MMFs and Public debt CNAV MMFs currently use the amortized cost valuation method to value their investments. The amortised cost val uation method initially prices an instrument at its cost and thereafter assumes a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates or the market value of the instrument. Use of the amortized cost valuation method generally allows the relevant Fund to main tain a Stable NAV per Share. It is possible under certain circumstances that LVNAV MMFs and Public debt CNAV MMFs will not be able to maintain a Stable NAV per Share and their NAV will fluctuate. Please refer to “Stable NAV Risk” below.
LVNAV MMF Risk : If the Stable NAV of an LVNAV MMF Fund deviates from the NAV of the LVNAV MMF Fund by more than 20 basis points any redemption and subscription following such deviation shall be undertaken at the price equal to the NAV of the relevant Fund. LVNAV MMFs are subject to other risks such as “ Stable NAV Risk ”.
Management Risk: Each Fund is subject to a degree of management risk. The Investment Manager’s judgments about the implementation of a strategy or the attractiveness, relative value
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or potential appreciation of a particular sector, security or investment strategy or hedging strategy may prove incorrect and may cause such Fund to incur losses. There can be no assurance that the Investment Manager’s investment techniques and decisions will produce the desired results.
Market Risk: Market prices of investments held by a Fund may increase or decrease, at times rapidly or unpredictably. A Fund’s investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in invest ment in international securities markets. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, changes in actual or perceived creditworthiness of issuers and general market liquidity. Even if general economic conditions do not change, the value of an investment in a Fund could decline and be worth less than Shareholder’s original investment if the particular industries, sectors or companies in which the Fund invests do not perform well or are adversely affected by events. Further, legal, political, regulatory and tax changes may also cause fluctuations in markets and securities prices. The magnitude of these price fluctuations will be greater when the maturity of the outstanding securities is longer. Since a Fund may make investments in currencies other than its base currency, the value of a Fund’s assets may also be affected by changes in currency rates and imposition of currency or capital controls.
Market Disruption and Geopolitical Risk: Each Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. War, terrorism, the spread of infectious illness or other public health issues and related geopolitical events have led and, in the future, may lead to increased short-term market volatility and may have adverse long-term effects on global economies and markets generally. Likewise, natural and environmental disasters and systemic market dislocations may be highly disruptive to economies and markets. Those events as well as other changes in economic and political conditions also could
adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of a Fund’s investments.
Given the increasing interdependence among global economies and markets, conditions in one country, market or region might adversely affect markets, issuers and/or foreign exchange rates in other countries, including the countries in which the Fund invests. Any partial or complete dissolution of the EU or the European Monetary Union due to the withdrawal of one or more member states or any increased uncertainty as to each of their status could have significant adverse effects on currency and financial markets and on the values of the Funds’ investments.
Securities and financial markets may be susceptible to market manipulation or other fraudulent trade practices, which could disrupt the orderly functioning of these markets or adversely affect the values of investments traded in these markets, including investments held by the Company.
To the extent a Fund has focused its investments in the market or index of a particular region, adverse geopolitical and other events could have a disproportionate impact on the Fund.
Money Market Fund Regulation Risk: The European Commission and Parliament have implemented regulatory changes that will affect the structure and operation of money market funds. The revised regulations impose new liquidity requirements on money market funds, permit (and in some cases require) money market funds to impose liquidity fees on redemptions, gates or suspensions restricting redemptions from the funds. There are a number of other changes under the revised regulations that relate to diversification, disclosure, reporting and stress testing requirements. These changes have been implemented and they could significantly affect the money market fund industry generally and the operation or performance of a Fund specifically and may have significant adverse effects on a money market fund’s investment
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return and on the liquidity of investments in money market funds.
Mortgage-related and Asset-Backed Securities Risk : Investments in mortgage related and other asset-backed securities are subject to the risk of significant credit downgrades, illiquidity and defaults to a greater extent than many other types of fixed income investments. Mortgage-related securities represent a participation in or are secured by mortgage loans. Other asset-backed securities are typically structured like mortgage-related securities but instead of mortgage loans or interests in mortgage loans, the underlying assets may include, for example, items such as motor vehicle instalment sales or instalment loan contracts, leases on various types of real and personal property and receivables from credit card agreements. During periods of falling interest rates, mortgage-related and other asset-backed securities, which typically provide the issuer with the right to prepay the security prior to maturity, may be prepaid, which may result in a Fund having to reinvest the proceeds in other investments at lower interest rates. During periods of rising interest rates, the average life of mortgage-related and other asset-backed securities may extend because of slower-than expected principal payments. This may lock in a below market interest rate, increase the security’s duration and interest rate sensitivity and reduce the value of the security. As a result, mortgage-related and other asset-backed securities may have less potential for capital appreciation during periods of declining interest rates than other debt securities of comparable maturities, although they may have a similar risk of decline in market values during periods of rising interest rates. Prepayment rates are difficult to predict and the potential impact of prepayments on the value of a mortgage-related or other asset-backed security depends on the terms of the instrument and can result in signific ant volatility. The price of a mortgage-related or other asset-backed security also depends on the credit quality and adequacy of the underlying assets or collateral. Defaults on the underlying assets, if any, may impair the value of a mortgage-related or other asset-backed security. For some asset-backed securities in which the Fund invests, such as those backed by credit card receivables, the
underlying cash flows may not be supported by a security interest in a related asset. Moreover, the values of mortgage-related and other asset backed securities may be substantially dependent on the servicing of the underlying asset pools and are therefore subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain situations, the mishandling of related documentation may also affect the rights of securities holders in and to the underlying collateral. There may be legal and practical limitations on the enforceability of any security interest granted with respect to underlying assets or the value of the underlying assets, if any, may be in sufficient if the issuer defaults. Unanticipated legal and administrative costs incurred when enforcing a security interest may reduce the value of the Fund that holds such security.
In a “forward roll” transaction, the Fund will sell a mortgage-related security to a bank or other permitted entity and simultaneously agree to purchase a similar security from the institution at a later date at an agreed upon price. The mortgage securities that are purchased will bear the same interest rate as those sold but generally will be collateralized by different pools of mortgages with different prepayment histories than those sold. The values of such transactions will be affected by many of the same factors that affect the values of mortgage related securities generally. In addition, forward roll transactions may have the effect of creating investment leverage in the Fund.
Negative Yield Environment: Due to market conditions, a Fund may not achieve its objective of preservation of capital and may suffer from negative yields on its portfolio (ie, the costs and expenses of the Fund may exceed the income and gains of its portfolio on a Business Day). This will result in a co rresponding reduction in the NAV per Share of the relevant Share Classes.
In the case of a distributing Share Class, on any Dealing Day where there is Negative Yield (as defined below), the Board or the Management Company may implement a Negative Yield measure as outlined in section 3.7.
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In the event of a Negative Yield Occurrence, the Board or the Management Company may decide to implement a conversion to the accumulating Shares, acting in the best interests of Shareholders and in accordance with applicable law and regulation. There is no guarantee, however, th at the conversion will succeed in preventing an erosion of capital of the Shareholders’ holdings or otherwise produce positive economic outcomes for the Shareholders. The Board or the Management Company reserve the right to reverse the conversion into accumulating Shares if they deem it to be in the interests of the Shareholders.
Shares of the Fund are not bank deposits or obligations of, or guaranteed or endorsed or otherwise supported by any State Street group entity or any related or associated company or any bank, or any government, government agency or other guarantee scheme which may protect the holders of a bank deposit. Although the Fund seeks to preserve the value of Stable NAV Funds at 1 per Share in the Designated Currency, there can be no assurance that they will do so, and it is possible to lose money by investing in the Fund. None of the State Street group entities guarantee the value of the Stable NAV Funds at 1 per Share in the Designated Currency. Investors should have no expectation of capital support to the Fund from State Street group entities.
No Investment Guarantee equivalent to Deposit Protection: A Fund which invests a significant amount of its NAV in money market instruments may be considered by investors as an alternative to investing in a regular deposit account. An investment in the Company 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 pr otect the holder of a bank deposit account. The value of Shares may go down as well as up and investors may not get back any of the amount invested.
Provisional Allotment Risk: As the Company may provisionally allot Shares to proposed investors prior to receipt of the requisite subscription monies for those Shares, the Company may suffer losses as a result of the non-payment of such subscription monies.
Reference Rate Risk : Certain Fund investments and payment obligations may be based on floating rates, such as European Interbank Offer rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”), Secured Overnight Financing Rate (“SOFR”), and other similar types of reference rates (“Reference rates”). The elimination or introduction of a Reference Rate or any other changes or reforms to the determination or supervision of a Reference Rate (including as a result of any pricing adjustments imposed by a regulator, issuer of a security, by counterparties or otherwise) may adversely affect the market for, or value of, securities or payments linked to the Reference Rate which may adversely affect the Fund performance and/or net asset value.
Repurchase agreements: Repurchase agreements may be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase. A Fund’s investment return on such transactions will depend on the counterpar ty’s willingness and ability to perform its obligations under a repurchase agreement. If a Fund’s counterparty should default on its obligations and a Fund is delayed or prevented from recovering the collateral or if the valu e of the collateral is insufficient, a Fund may realize a loss.
Risks relating to the Umbrella Fund Structure: The Company is structured as an umbrella fund with segr egated liability between its Funds. As a matter of Irish law, the assets of one Fund will not be available to meet the liabilities of another. However, the Company is a single legal entity that may operate or have assets held on its behalf or be subject to claims in other jurisdictions that may not necessarily recognise such segregation.
Risk of Investment in Other UCIs: When a Fund invests in another UC I, it is exposed to the risk that such UCI will not perform as expected. Such a Fund is exposed indirectly to all of the risks applicable to an investment in such UCI. In addition, lack of liquidity in the underlying UCI could result in its value being more volatile than the underlying portfolio of securities and may limit the ability of the Fu nd to sell or redeem its
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interest in the UCI at a time or at a price it might consider desirable and the Fund may achieve a reduced investment return. The investment policies and limitations of the other UCI may not be the same as those of the Fund, as a result the Fund may be subject to additional or different risks or may achieve a reduced investment return, as a result of its investment in such UCI.
If a UCI is an exchange-traded fund or other product traded on a securities exchange or otherwise actively traded, its shares may trade at a premium or discount to their net asset value, an effect that might be more pronounced in less liquid markets. A Fund investing in a UCI bears its proportionate share of the fees and expenses of any UCI in which it invests. The Investment Manager or an affiliate may serve as investment manager and/or advisor to a UCI in which the Fund may invest, leading to potential conflicts of interest. For example, the Investment Manager or it s affiliates may receive fees based on the amount of assets invested in the UCI. Investment by a Fund in the UCI may be beneficial to the Investment Manager or an affiliate in the man agement of the UCI, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the Investment Manager may have an incentive to invest a Fund’s assets in a UCI sponsored or managed by the Investment Manager or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may have an incentive to invest in such UCI over a different UCI sponsored or managed by others. Similarly, the Investment Manager may have an incentive to delay or decide against the sale of interests held by a Fund in a UCI sponsored or managed by the Investment Manager or its affiliates. It is possible that other clients of the Investment Manager or its affiliates will purchase or sell interests in a UCI sponsored or managed by the Investment Manager or its affiliates at prices and at times more favourable than those at which an invested Fund does so.
Screening Risk: Certain Funds use a screen based on criteria which may include certain sustainability-related or other characteristics of a company or other issuer of securities (for the purposes of this disclosure, each, an “Issuer” ).
The screen may be fully or partially designed and/or implemented by the benchmark index provider, the Investment Ma nager, an affiliate of the Investment Manager or by another party (each referred to as the “Screen Provider” ). Any assessment of the screen criteria by a Screen Provider is based on data provided by third parties. Such data may be incomplete, inaccurate or unavailable, which could cause incorrect assessment of an Issuer’s sustainability or other characteristics. For certain markets and types of Issuer or securities (including, but not limited to, certain government or corporate fixed income securities) there may be significant limitations in the amount of screening data that is available or no screening data may be available such that no screening is performed. In certain situations where screening data is not available for an Issuer, the Screen Provider may, as a proxy, use data relating to a different entity to the Issuer, which presents a risk this data may not accurately reflect the sustainability or other characteristics of the Issuer. In certain situations, even where screening data is available it may not be used as part of the Screen Provider’s screening process. The screens used for a Fund may not be adequate for their intended purpose which could result in the improper inclusion or exclusion of Issuers in the investment decision-making process used for the Fund. There is a risk that errors may be made in the screening process. Errors may include, but are not limited to, inclusion of incorrect constituents/exclusion of correct constituents, incorrect interpretation of Issuer characteristics, transcription errors and incorrect assessment and application of the relevant screening cr iteria. There is an additional risk that a Screen Provider may amend or discontinue its screening services or screening process and that the data sources used by a Screen Provider may change or be discontinued. These circumstances could result in the improper inclusion or exclusion of Issuers in the investment decision-making process used for the Fund. In general, screening occurs at the level of the Issuer rather than at the level of the securities issued by the Issuer. Accordingly, there is a risk that the sustainability or other characteristics of the Issuer of a security held by the Fund are
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different to the characteristics of the security. The foregoing risks associated with screens, Screen Providers and data sources may result in a Fund holding securities that it seeks not to hold or excluding securities it seeks to include within its portfolio, and ma y limit the ability of the Fund to achieve its investment objective.
SFDR – Fund Classification Risk: SFDR is an EU Regulation that aims to deliver greater transparency on the degree of sustainability of financial products and to harmonise sustainability-related disclosure requirements in the financial services sector. In the first phase of its implementation, information regarding an Investment Manager’s and / or Sub-Investment Manager’s approach to the integration of sustainability risks in investment decisions must be included in the Prospectus. As part of this initial phase, Funds must also be classified under criteria established by SFDR. That is, (i) whether or not Sustainability Risks are integrated into investment decisions made for a Fund (Article 6 of SFDR) and (ii)(a) if a Fund promotes environmental and/or social characteristics (Article 8 of SFDR) or (ii)(b) if a Fund has sustainable investment as its objective (Article 9 of SFDR).
As at the date of this Prospectus, the implementing Regulatory Technical Standards (Level 2) for SFDR have been adopted but certain concepts introduced by SFDR are not currently the subject of centralised implementing standards, local guidance or established market practice. The Funds have been assessed and classified in good faith based on the relevant information currently available. As these standards and guidance develop, the SFDR related disclosures and classification(s) indicated in this Prospectus and the Website are subject to change and may no longer apply.
Sustainability Risk: A Fund will indicate that it integrates or does not integrate Sustainability Risk in its Relevant Su pplement. Sustainability Risk is defined in SFDR as an environmental, social or governance event or conditions that, if it occurs, could cause an actual or a potential material negative impact on the value of the investment. Integrating Sustainability Risk into the Fund’s investment process does not assure
the mitigation of any or all Sustainability Risk and the degree to which management of Sustainability Risk can be integrated into the management of the assets of any Fund will depend on the characteristics of that Fund.
A Sustainability Risk event may materially affect the market price or liquidity of an underlying investment. This change to the profile of the underlying investment may only become apparent over time and at the time it is realised in the Fund’s portfolio, the change in value or liquidity may be sudden and/or material. Investment decisions that integrate Sustainability Risks may include assumptions as to how such risks may materialise in the future. These assumptions may be incorrect or incomplete and the Sust ainability Risk may not manifest at all or as anticipated. Any deterioration in the financial profile of the underlying investment may have a corresponding negative impact on the NAV and/or performance of the investing Fund.
The performance of Funds that do not integrate Sustainability Risk in their investment processes may be more negatively impacted by Sustainability Risk events materialising than those Funds that do.
Sovereign Risk/ Sovere ign Debt Obligations Risk: A Fund may invest in debt securities issued by governments or by agencies, instrumentalities and sponsored enterprises of governments. These securities involve the risk that the governmental entities responsible for repayment may be unable or unwilling to pay interest and repay principal when due. A governmental entity’s willingness or ability to pay interest and repay principal in a timely manner may be affected by a variety of factors, including its cash flow, the size of its reserves, its access to foreign exchange, the relative size of its debt service burden to its economy as a whole and political constraints.
A governmental entity may default on its obligations or may require renegotiation or reschedule of debt payments. Any restructuring of a sovereign debt obligation held by a Fund will likely have a significant adverse effect on the value of the obligation. In the event of default of sovereign debt it holds, the Fund may be unable to pursue legal action against the
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sovereign issuer or to realize on collateral securing the debt.
The value of these securities may be affected by the creditworthiness of the relevant government, including any default or potential default by the relevant government. The sovereign debt of certain governments, including their sub-divisions and instrumentalities, is rated below investment grade (“junk” bonds). Sovereign debt risk may be greater for debt securities issued or guaranteed by emerging and/or frontier countries.
Stable NAV Risk: If the market value of a Stable NAV MMF’s investments changes substantially, the relevant Fund may not be able to maintain a Stable NAV per Share as indicated in the Relevant Supplement. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling and is made worse when the Fund experiences significant redemption requests. Where Stable NAV MMFs’ weekly liquidity falls below and daily redemptions exceed certain thresholds, a Stable NAV MMF may impose liquidity fees on redemptions, redemption gates or suspension of redemptions. If such suspension exceeds certain duration the Stable NAV MMF shall automatically cease to be a public debt CNAV MMF or a LVNAV MMF.
Neither LVNAV MMF nor Public debt CNAV MMF shall receive any external support to maintain a stable share price as indicated in the Relevant Supplement.
Tax Risk: The tax information provided in the “ Tax Information ” section is based on the law and rules currently applied in Ireland as at the date of this Prospectus and is subject to change (prospective or retroactive) from time to time. Any change in the taxation legislation in Ireland or in any jurisdiction where a Fund is registered, listed, marketed or invested could affect the tax status of the Company and any Fund, affect the value of the relevant Fund’s investments in the affected jurisdiction, affect the relevant Fund’s ability to achieve its investment objective and/or alter the after-tax returns to Shareholders.
The availability and value of any tax reliefs available to Shareholders depend on the individual circumstances of each Shareholder. The information in the “ Tax Information ” section is not exhaustive and does not constitute legal or tax advice. Prospective Shareholders should consult their tax advisors with respect to their particular tax situations and the tax effects of an investment in a Fund. Where a Fund invests in a jurisdiction where the tax regime is not fully developed or is not sufficiently certain, the Company, the relevant Fund, the Investment Manager, the Depositary and the Administrator shall not be liable to account to any Shareholder for any payment made or suffered by the Company or the relevant Fund in good faith to a fiscal authority for taxes or other charges of the Company or the relevant Fund notwithstanding that it is later found that such payments need not or ought not have been made or suffered.
The Company may be liable to taxes (including withholding taxes) in countries other than Ireland on income earned and capital gains arising on its investments. The Company may not be able to benefit from a reduction in the rate of such foreign tax by virtue of the double taxation treaties between Ireland and other countries. The Company may not, therefore, be able to reclaim any foreign withholding tax borne by it in particular countries. If this position changes and the Company obtains a repayment of foreign tax, the NAV of a Fund will not be restated and the benefit will be allocated to the then-existing Shareholders rateably at the time of repayment.
Umbrella Colle ction Accounts: Subscription monies received in respect of a Fund in advance of the issue of Shares will be held in the Umbrella Cash Collection Account in the name of the Company. Investors will be unsecured creditors of such a Fund with respect to the amount subscribed until such Shares are issued and w ill not benefit from any appreciation in the NAV of the Fund or any other Shareholder right s (including dividend entitlement) until such time as Shares are issued. In the event of an insolvency of the Fund or the Company there is no guarantee that the Fund or the Company will have sufficient funds to pay unsecured creditors in full.
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Payment by the Fund of redemption proceeds and dividends is subject to receipt by the Administrator of original subscription documents and compliance with all anti-money laundering procedures. Notwithstanding this, redeeming Shareholders will cease to be Shareholders, with regard to the redeemed Shares, from the relevant redemption date. Redeeming Shareholders and Shareholders entitled to distributions will, from the redemption or distribution date, as appropriate, be unsecured creditors of the relevant Fund and will not benefit from any appreciation in the NAV of the Fund or any other Shareholder rights (including further dividend entitlement), with respect to the redemption or distribution amount. In the event of an insolvency of the Fund or the Company during this period, there is no guarantee that the Fund or the Company will have sufficient funds to pay unsecured creditors in full. Redeeming Shareholders and Shareholders entitled to distributions should therefore ensure that any outstanding documentation and information is provided to the Administrator promptly. Failure to do so is at such Shareholder’s own risk.
In the event of the insolvency of another Fund of the Company, recovery of any amounts to which a Fund is entitled, but which may have transferred to such other Fund as a result of the operation of the Umbrella Cash Collection Account, will be subject to the principles of Irish trust law and the terms of the operational procedures for the Umbrella Cash Collection Account. There may be delays in effecting and / or disputes as to the recovery of such amounts, and the insolvent Fund may have insufficient funds to repay amounts due to the relevant Fund. Accordingly, there is no guarantee that such Fund or the Company will recover such amounts. Furthermore, there is no guarantee that in such circumstances the Fund or the Company would have sufficient funds to repay any unsecured creditors.
VNAV MMF Valuation Risk: A VNAV MMF’s investments will typica lly be valued at the relevant market value, in accordance with the Company’s Articles and applicable law. In certain circumstances, a portion of a VNAV MMF’s assets may be valued by the Management Company at fair value using
prices provided by a pricing service or, alternatively, broker-dealers or other market intermediaries (and at times may be a single broker-dealer or other market intermediary) when other reliable pricing sources may not be available. If relevant information is not available from any of those sources or the Management Company considers it unreliable, the Management Company may value a VNAV MMF’s assets based on such other information as the Management Company may in its discretion consider appropriate. The value established for any portfolio holding at a point in time might differ from what would be produced using a different methodology or if it had been priced using market quotations. Portfolio holdings that are valued using techniques other than market quotations, including fair valued securities, may be subject to greater fluctuation in their valuations from one day to the next than if market quotations were used. There can be no assurance that such prices will accurately reflect the price a Fund would receive upon sale of a security and to the extent a VNAV MMF sells a security at a price lower than the price it has been using to value the security, its NAV will be adversely affected. When a VNAV MMF invests in other funds or investment pools, the Management Company will generally value its investments in those funds or pools based on the valuations determined by the funds or pools, which may not be the same as if the net assets of the funds or pools had been valued using the procedures employed by the Management Company to value the VNAV MMF’s assets.
Withdrawal of the UK from the EU
Following the withdrawal of the UK from the EU on 31 January 2020, the UK continued to follow all of the EU rules until the end of the transitional period that ended on 31 December 2020. The negotiation of the UK's continuing relationship with the EU is likely to take a number of years. The ongoing uncertainty around the UK’s ongoing relationship with the EU may cause uncertainty in the global financial markets and the impact of this on the UK, the EU and the global financial markets is not clear but could be significant and far reaching.
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5. Shares
5.1. Types of Shares
Shares are available in registered form only and ownership will be demonstr ated by an entry in the Shareholders’ register. Written confirmation of ownership shall be issued to Shareholders; however, no physical sh are certificates will be issued.
Registered Shares may also be issued in fractions of Shares. Fractions less than 0.01 of a Share will not be issued nor will subscription or redemption monies representing less than 0.01 of a Share be returned to the Shareholder. Fractional Shares will be entitled to participate on a pro rata basis in the net assets attributable to the Fund or Share Class to which they belong but do not confer any voting rights on their holder.
Shares do not include rights of priority, subscription rights, options or other special rights. Shares are transferable to eligible investors only.
5.2. Share Classes
The Company may from time to time offer Shares of each Fund in various Share Classes. Each Share Class will accommodate different characteristics, such as subscription and redemption charges, fee arrangements, minimum subscription or holding levels, currency, dividend policies, etc. the details of which are set out in the Relevant Supplement. The Board is authorized to issue Shares in any Share Class at the respective NAV per Share, determined in accordance with Articles provided that the Central Bank is notified in advance, and gives prior clearance, of the creation of any such additional Share Class. In addition, the Board is also authorised to discontinue offering one or more Share Classes subject to applicable notice and the Articles. Information regarding the availability of Share Classes for each Fund can be found in the Dealing Forms available on the Website. A KIID may be obtained for each available Share Class on the Website.
At the date of this Prospectus, the Company offers the following Share Classes:
Share Class Eligible Investors Distributor Shares All investors.
Global Securities Lending
Institutional investors who have entered into a Qualifying Agreement. Institutional Shares Institutional investors.
Investment Shares
Institutional investors who have entered into a Qualifying Agreement.
Premier Shares
All investors who meet the minimum initial investment and ongoing holding requirements for this Share Class to be issued at the discretion of the Board.
Select Shares Institutional investors.
Standard Shares All investors.
S2 Shares
Institutional investors who have entered into a Qualifying Agreement. Closed to new investors.
S3 Shares
Institutional investors who have entered into a Qualifying Agreement. Closed to new investors.
UOB
Institutional investors who have entered into a Qualifying Agreement.
Z Shares
Institutional investors who have entered into a Qualifying Agreement.
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5.3. Designated
Currencies
Each Fund is denominated in a Designated Currency and Share Classes are issued in that Designated Currency. Details of available Designated Currencies for each Fund are set out in the Relevant Supplement.
5.4. Minimum
investments and
holdings
The minimum initial and subsequent subscription amounts as well as the ongoing minimum holding per Share Class are set out below. These minimums may be waived by the Board or by duly authorised delegates. The Company may redeem holdings of any Shareholder that fall below these minimums at any time.
Share Class Minimum* Initial Investment and Minimum Holding
Minimum* Subsequent Investment Amount
Distributor €5,000,000 €5,000
Global Securities Lending
€500,000 €5,000
Institutional €100,000,000 €5,000
Investment Shares
€1,000,000 €5,000
Premier €250,000,000 €5,000
Select €175,000,000 €5,000
Standard €500,000 €5,000
S2 €500,000 €5,000
S3 €50,000,000 €5,000
UOB $150,000,000 $5,000
Z €500,000 €5,000
* minimum as indicated in this table or as otherwise set out in the Relevant Supplement;
The number value of the above minimums shall apply in the Designated Currency of the relevant Share Class, i.e. the Minimum Initial Investment and Minimum Holding of the State Street GBP Government Liquidity Fund – Distributor Share Class shall be £500,000 and the Minimum Subsequent Investment Amount for that Share Class shall be £5,000.
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5.5. Subscription
Application procedure : Initial applications for Shares must be made using the Application Form for each Share Class that is available from the Administrator or on the Website. Amendments to or updates of the details provided in the Application Form will only be effected by an original written signed instruction.
Completed hard-copy original Application Forms and supporting anti-money laundering documentation should be sent by post to the Administrator at the risk of the applicant by the Dealing Deadline and before an account can be opened as specified for each Fund in the Relevant Supplement using the details included in the Application Form. The Administrator has the right to request additional information if required. In addition to the Application Form and the information requested by this form, applicants may be requested to provide other information (e.g. as to identity and corporate authorisation). Failure to provide such information may prevent or delay the processing of the application and prevent an applicant from subscribing for Shares.
The Administrator will seek to return any monies received prior to the Application Form being accepted (minus any handling charge incurred in any such return) as soon as possible by wire transfer (but without interest, costs or compensation). The Company, the Administrator as well as agents of the Administrator, will not accept liability for any loss suffered by applicants as a result of unclear or incomplete applications. No interest will be paid to investors on subscription proceeds received by the Company prior to receiving clear and complete applications.
Subscription procedure: Once the application has been accepted and an appropriate account has been opened by the Administrator, investors may subscribe for Shares on any Dealing Day. Subscription requests can be placed by obtaining and
completing a Dealing Form. Dealing Forms may be obtained by contacting the Administrator.
Subscriptions may be placed by:
• submitting the Dealing Form by facsimile in accordance with the instructions set forth on the form; or
• telephone provided the Shareholders have elected to avail of this facility in the Application Form. Shareholders wishing to subscribe by telephone should contact the Administrator for additional information on this method of subscribing for Shares; or
• electronic dealing platforms which have been approved by the Board or their delegates subject to certain conditions and provided the Shareholders have elected to avail of this facility in the Application Form.
Investors wishing to transact through a dealing platform or via electronic means should contact the Company for a list of approved dealing platforms and investors are reminded that they must refer to the provider of the dealing platform or electronic means for the procedures that apply to such trading arrangements. Alternatively, investors may purchase Shares in a Fund using the nominee services offered by a Distributor or sub-distributor or its correspondent bank. Distributors or sub distributors that offer nominee services are either domiciled in countries that have ratified the resolutions adopted by the FATF or their correspondent bank is domiciled in a FATF country. The distributors, sub-distributor(s) or their correspondent bank(s) may subscribe for and hold the Shares as a nominee in its own name but for the account of the investor and will thereafter send a letter of confirmation to the investor confirming the subscription of the Shares. Investors who use a nominee service may issue instructions to the nominee regarding the exercise of votes conferred by their Shares as well as request direct ownership by submitting an appropriate request in writing to the relevant sub-distributor or Depositary.
Dealing Forms received after the Dealing Deadline will be treated as a request for
subscription on the following Dealing Day, unless otherwise the Management Company or
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its duly authorised delegate, in exceptional circumstances, decides to accept subscription requests sent prior to but received after the relevant Dealing Deadline provided that, in all cases, such request is received before the relevant Valuation Point.
Investors may subscribe for Shares directly from the Company.
The Board or its duly authorised delegate may accept or reject, in whole or in part, any application for Shares at its discretion. If a subscription request is rejected, the Administrator will seek to return any monies received (minus any handling charge incurred in any such return) as soon as possible by wire transfer (but without interest, costs or compensation).
The Board is also empowered to impose such restrictions, including the compulsorily redemption of Shares, it believes are necessary to ensure that no Shares are acquired or held by any person who might expose the Company or any Fund to adverse tax or regulatory consequences or by any person in breach of the law or requirement of any country or governmental authority. In addition, the Board may decide to restrict or suspend the issuance of Shares and/or the switch into Shares for a limited or unlimited duration if this is in the interest of the Company and/or Shareholders, including situations where the Company or a Fund have reached a size that could impact the ability to find suitable investments for the Company and/or Fund.
Settlement of subscription: Subscription payments, in the relevant Designated Currency, should be sent by wire transfer to the account specified in the Dealing Form by the Settlement Deadline. If cleared funds representing the subscription monies are not received by the Settlement Deadline, any allotment of Shares made in respect of such subscription may be cancelled. The Administrator will inform the investor that the application has been rejected or the subscription cancelled, as applicable, and the money received after the Settlement Deadline, if any, will be returned to the investor at its risks and costs, without interest. Notwithstanding
cancellation of the allotment of Shares, the Management Company may charge the investor for any expense incurred by the Company or the Fund or for any loss to the Fund arising out of such non-receipt or non clearance. In addition, the Management Company will have the right to sell all or part of the Shareholder’s holding of Shares in the relevant Class in order to meet those charges.
More specifically, the Company may restrict or prevent the ownership of shares in the Company by any person, firm or corporate body, and without limitation, by any U.S. person. For such purposes, the Company may:
- decline to issue any Share and decline to register any transfer of a Share, where it appears to it that such registry or transfer would or might result in beneficial ownership of such share being vested in a person who is precluded from holding Shares in the Company;
- at any time require any person whose name is entered in, or any person seeking to register the transfer of Shares on, the register of Shareholders to furnish it with any information, supported by affidavit, which it may consider necessary for the purpose of determining whether or not, to what extent and under which circumstances, beneficial ownership of such Shareholder’s Shares rests or will rest in a person who is precluded from holding Shares in the Company; and
- where it appears to the Company that any person who is precluded from holding Shares in the Company either alone or in conjunction with any other person is a beneficial owner of Shares, compulsorily redeem from any such Shareholder all Shares held by such Shareholder in the following manner: 1. the Company shall serve a notice (hereinafter called the “redemption notice”) upon the Shareholder, bearing such Shares or appearing in the register of Shareholders as the owner of the Shares to be redeemed, specifying the Shares to be redeemed as aforesaid, the price to be paid for such Shares, and the place at which the redemption price in respect of such
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Shares is payable. Immediately after the close of business on the date specified in the redemption notice, such Shareholder shall cease to be a Shareholder and the Shares previously held by him shall be cancelled. 2. The price at which the Shares specified in any redemption notice shall be redeemed (hereinafter called “the redemption price”) shall be an amount equal to the NAV per Share of Shares in the Company of the relevant Fund, determined in accordance with the Articles, and may be reduced in accordance with the provisions of the Articles. 3. Payment of the redemption price will be made to the owner of such Shares in the relevant Designated Currency, except during periods of exchange restrictions, and will be deposited by the Company with a bank in Ireland or elsewhere (as specified in the redemption notice) for payment to such owner upon surrender of the Share certificate or certificates representing the Shares specified in such notice. Upon deposit of such price as aforesaid no person interested in the Shares specified in such purchase notice shall have any further interest in such Shares or any of them, or any claim against the Company or its assets in respect thereof, except the right of the Shareholder appearing as the owner thereof to receive the price so deposited (without interest) from such bank upon effective surrender of the Share certificate or certificates as aforesaid. 4. The exercise by the Company of the powers conferred by the Articles in this respect shall not be questioned or invalidated in any case on the ground that there was insufficient evidence of ownership of Shares by any person or that the true ownership of any Shares was otherwise than appeared to the Company at the date of any redemption notice, provided that in such case the said powers were exercised by the Company in good faith; and
- decline to accept the vote of any person who is precluded from holding Shares in the Company at any meeting of Shareholders of the Company.
Subscription pricing: Except during an initial offer period, the Management Company operates “historical pricing” for the Stable NAV MMFs i.e. by reference to the Subscription Price calculated as at the Valuation Point for the previous Dealing Day and “forward pricing” for all VNAV MMFs, i.e. by reference to the Subscription Price calculated as at the Valuation Point for the relevant Dealing Day. A Subscription Fee may be charged in addition and will be determined by the Management Company. The Management Company may pay any such Subscription Fee to its sub distributor(s) in respect of subscriptions for Shares.
Subscription in-kind: With prior approval of the Management Company, investors may be permitted to subscribe for Shares in-kind, provided the composition of such contribution in-kind is consistent wi th the invest ment limits contained in this Prospectus as well as with the investment objective and policy of the Fund as described in the Relevant Supplement. In accepting or rejecting such a contribution at any given time, the Management Company shall take into account the interest of other Shareholders and the principle of fair treatment. No Shares shall be issued until such contribution in-kind have been vested in the Depositary or any sub-custodian to the Depositary's satisfaction and the Depositary shall be satisfied that the terms of such settlement will not be such as are likely to result in any prejudice to the existing Shareholders of the Fund. The Depositary shall be satisfied that the terms of any exchange would not be such as would be likely to result in any prejudice to remaining Shareholders and provided that any such exchange shall be effected upon the terms (including provision for paying any expenses of exchange and any preliminary charge as would have been payable for Shares issued for cash) that the number of Shares issued shall not exceed the number which would have been issued for cash against payment of a sum equal to the value of the contribution in-kind concerned calculated in accordance with the
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procedures for the valuation of the assets of the Company. Such sum may be increased by such amount as the Management Company may consider represents an appropriate provision for costs which would have been incurred by the Fund in the acquisition of the Investments by purchase for cash or decreased by such amount as the Management Company may consider represents an appropriate provision for any costs to be paid to the Fund as a result of the direct acquisition by the Fund of the Investments.
Adjustments on Subscription : If at any time the Company determines, in its sole discretion, that an incorrect number of Shares was issued to a Shareholder because the NAV in effect on the Dealing Day was incorrect, the Company will implement such arrangements as it determines, in its sole discretion, are required for an equitable treatment of such Shareholder, which arrangements may include redeeming a portion of such Shareholder's holding for no additional consideration or issuing new Shares to such Shareholder for no consideration, as appropriate, so that the number of Shares held by such Shareholder following such redemption or issuance, as the case may be, is the number of Shares as would have been issued at the correct NAV. In the event that the Company elects not to seek the payment of such amounts from a Shareholder or former Shareholder or is unable to collect such amounts from a Shareholder or former Shareholder, the NAV will be less than it would have been had such amounts been than it would have been had such amounts been collected.
5.6. Redemption
Redemption procedure: Redemption requests can be made on any Dealing Day and must be made:
• using the Dealing Form which is available from and should be sent to the Administrator in accordance with the instructions on that form by the Dealing Deadline indicated in the Relevant Supplement; • by contacting the Administrator by telephone provided the Shareholders have elected to avail of this facility in
the Application Form. Shareholders wishing to redeem by telephone should contact the Administrator for additional information on this method of redeeming Shares; or • by using an electr onic dealing facility subject to certain conditions and provided the Shareholders have elected to avail of this facility in the Application Form. Redemption requests made by this method are at the risk of the Shareholder.
Dealing Forms received after the Dealing Deadline will be treated as a request for redemption on the following Dealing Day unless the Management Company or its duly authorised delegate, in exceptional circumstances, decides to accept redemption requests sent prior to but received after the relevant Dealing Deadline provided that, in all cases, such request is received before the relevant Valuation Point. Redemption requests shall be irrevocable. Shareholders who subscribed for Shares via a dealing platform or other electronic means may only request redemption of their Shares via this same dealing platform or electronic means. The Company or the Administ rator will only process redemption applications that it considers clear and complete. Applications will be considered complete only if the Company or the Administrator has received all information and supporting documentation it deems necessary to process the application. Unclear or incomplete applications may lead to delays in their execution. The Company, the Management Company, the Administrator as well as agents of the Administrator will not accept liability for any loss suffered by applicants as a result of unclear or incomplete applications.
The redemption of Shares of a Fund or Share Class shall be suspended whenever the determination of the NAV per Share of such Fund or Share Class is suspended by the Company, as described in the section “ Temporary Suspension of NAV calculation and Dealings ” below. The redemption of shares of a Fund or Share Class may also be suspended in other exceptional cases where the circumstances and the best interest of the
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Shareholders so require and, in the circumstances, further described in the section “ Redemption limits ” below.
Redemption limits: If the proportion of the weekly maturing assets falls below 30% of a Stable NAV MMF and the net daily redemptions on a single Dealing Day exceed 10 % of the relevant Stable NAV MMF’s NAV, the Board or the Management Company shall undertake a documented assessment of the situation to determine the appropriate course of action having regard to the interests of the Shareholders and shall decide whether to apply one or more of the following measures:
• liquidity fees on redemptions; • redemption gates that limit the amount of shares or units to be redeemed on any one Dealing Day to a maximum of 10 % of the shares in the relevant Stable NAV MMF for any period up to 15 Business Days; • suspension of redemptions for any period up to 15 Business Days; or • take no immediate action except as otherwise required under the MMF Regulation.
Shareholders should note that requests for redemptions or conversions that remain to be satisfied by reason of the implementation of the redemption gate in this section by the Board or Management Company on behalf of the Company shall be treated as if they were withdrawn. Shareholders may submit new requests for redemptions or conversions on the next Dealing Day (subject to any suspension or deferral applicable on that Dealing Day).
If the proportion of the weekly maturing assets falls below 10% of the NAV of any Stable NAV MMF, the Board or the Management Company on behalf of the Company shall undertake a documented assessment of the situation to determine the appropriate course of action having regard to the interests of the Shareholders and shall decide whether to apply one or more of the following measures and document the reasons for its choice:
• liquidity fees on redemptions; or
• suspension of redemptions for any period up to 15 Business Days.
When, within a period of 90 days, the total duration of the suspensions described above exceeds 15 days, the relevant Stable NAV MMF shall automatically cease to be a Public debt CNAV MMF or a LVNAV MMF. The relevant Stable NAV MMF will immediately inform each investor thereo f in writing in a clear and comprehensible way.
Settlement of redemption: Redemption proceeds will be paid on any Dealing Day as specified in the Releva nt Supplement on which the redemption request is effective Payment of redemption proceeds will be made only to the account of record, at the risks and costs of the redeeming Shareholder, and are made in the relevant Designated Currency.
The Company, the Administrator as well as agents of the Administrator will not accept responsibility for any delays or charges incurred at any receiving bank or clearing system.
Redemption Pricing: Shares shall be redeemed at the applicable NAV per Share obtained on the Dealing Day on which redemption is effective.
In addition, redemption fees may be charged as described in the section “ Redemption limits ” above.
Redemption Restrictions: If redemption requests on any Dealing Day exceed 10% of the Shares in any MMF, the Management Company may defer the excess redemption requests to subsequent Dealing Days and shall redeem such Shares rateably. Any deferred redemption requests shall be treated as if they were received on each subsequent Dealing Day, subject to the provisions of this paragraph, until all the Shares to which the original request related have been redeemed.
Redemption in-kind: The Management Company may choose to redeem Shares in kind where the redeeming Shareholder requests such redemption. All Shareholders shall be treated fairly. A determination to provide redemption in s pecie may be solely at the discretion of the Management Company where a redeeming Shareholder requests
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redemption of a number of Shares that represent 5% or more of the NAV of a Fund. In this event, the Management Company will, if requested to do so by the redeeming Shareholder, sell the relevant assets on behalf of the Shareholder and the cost of such a sale will be charged to that Shareholder. For the avoidance of doubt, consent from a redeeming Shareholder will only be required where that Shareholder is requesting to redeem a number of Shares less than 5% of NAV of the relevant Fund
The Management Company, on receiving a redemption request from a Shareholder, will elect that instead of the Shares being redeemed in cash, the redemption shall be satisfied in specie by the transfer to the Shareholder of Investme nts (and all liabilities attached thereto) provided that the value thereof shall not exceed the amount which otherwise would have been payable on a cash redemption and provided that the transfer of Investments (and all liabilities attached thereto) is approved by the Depositary. Such value may be reduced by such amount as the Management Company may consider represents an appropriate provision (within permitted limits) for costs which would have been incurred by the Company as a result of the direct transfer by the Company of the Investments (and all liabilities attached thereto) or increased by such amount as the Management Company may consider represents an appropriate provision (within permitted limits) for costs which would have been incurred by the Company in the disposal of the Investments (and all liabilities attached thereto) to be transferred. The shortfall (if any) between the value of the Investments transferred (and all liabilities attached thereto) on a redemption in specie and the redemption proceeds which would have been payable on a cash redemption shall be satisfied in cash. Any decline in the value of the Investments to be transferred in settlement of a redemption between the relevant Dealing Day and the day on which Investments are delivered to the redeeming Shareholders shall be borne by the redeeming Shareholders.
Compulsory redemption: The Company and each Fund may have unlimited assets. The
Shares of the Company, the Shares of any Fund, or the Shares of a particular Shareholder, as applicable, may be compulsorily redeemed by the Board in the following circumstances:
- if the Shareholders of the Company or the relevant Fund approve by Special Resolution the redemption of the Shares of the Company or the relevant Fund and subject to not more than six and not less than four weeks’ notice has been given;
- if, at any time after the expiry of three months following the end of the applicable initial offer period the NAV of the Company or the relevant Fund on each Dealing Day within a period of five consecutive weeks is less than US$100,000,000 (or the equivalent Designated Currency of the relevant Fund), provided that notice of not less than four and not more than six weeks has been given to the holders of the relevant Shares within four weeks of such period;
- if no replacement Depositary shall have been appointed during the period of three months commencing on the date the Depositary or any replacement thereof shall have notified the Company of its desire to retire as depositary or shall have ceased to be approved by the Central Bank; or
- Where a redemption of Shares would result in the number of Shareholders falling below two or such other minimum number stipulated by statute or where a redemption of Shares would result in the issued share capital of the Compan y falling below such minimum amount as the Company may be obliged to maintain pursuant to applicable law, the Company may defer the redemption of the minimum number of Shares sufficient to ensure compliance with applicable law. The redemption of such Shares will be deferre d until the Company is wound up or until the Company procures the issue of sufficient Shares to ensure that the redemption can be effected. The Company shall be entitled to select the Shares for deferred redemption in such manner as it may deem to be fair and reasonable and as may be approved by the Depositary
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- In such other circumstances as set out in the Articles of the Company.
The Shares will be redeemed at the Dealing Price on the relevant Dealing Day. All redeemed Shares will be cancelled.
The Articles provide that any unclaimed dividends may be forfeited after six years and on forfeiture will form part of the assets of the Company.
Adjustments on Redemptions: If at any time after a redemption of Shares (including in connection with any complete redemption of Shares by a Shareholder) the Company determines, in its sole discretion, that the amount paid to such Shareholder or former Shareholder pursuant to such redemption was materially incorrect (including because the NAV at which the Shareholder or former Shareholder purchased such Shares was incorrect or as a result of the accrual of Negative Yield (as defined below) in respect of such Shares prior to their redemption), the Company will pay to such Shareholder or former Shareholder any additional amount that the Company determines such Shareholder or former Shareholder was entitled to receive, or, in the Company’s sole discretion, seek payment from such Shareholder or former Shareholder of (and such Shareholder or former Shareholder shall be required to pay) the amount of any excess payment that the Company determines such Shareholder or former Shareholder received, in each case without interest. In the event that the Company elects not to seek the payment of such amounts from a Shareholder or former Shareholder or is unable to collect such amounts from a Shareholder or former Shareholder, the NAV will be less than it would have been had such amounts been than it would have been had such amounts been collected.
Liquidity Risk Management: The Management Company has established a liquidity risk management policy which enables it to identify, monitor and manage the liquidity risks of the Company and to ensure the liquidity profile of the investments of each Fund will facilitate compliance with each Fund’s underlying obligations. The Management
Company’s liquidity risk management policy takes into account the investment strategy, the liquidity profile, redemption policy and other underlying obligations of the Funds. The liquidity management systems and procedures include appropriate escalation measures to address anticipated or actual liquidity shortages or other distressed situations of the Company.
In summary, the liquidity risk management policy monitors the profile of investments held by the Company and each Fund and ensures that such investments are appropriate to the redemption policy as se t out above, and will facilitate compliance with each Fund’s underlying obligations. Further, the liquidity risk management policy includes details on periodic stress testing carried out by the Investment Manager to manage the liquidity risk of each Fund in exceptional and extraordinary circumstances.
The Management Company seeks to ensure that the investment strategy, the liquidity profile and the redemption policy of each Fund are consistent. The investment strategy, liquidity profile and redemption policy of the Company will be considered to be aligned when investors have the ability to redeem their investments in a manner consistent with the fair treatment of all investors and in accordance with the Company’s redemption policy and its obligations. In assessing the alignment of the investment strategy, liquidity profile and redemption policy, the Management Company shall have regard to the impact that redemptions may have on the underlying prices or spreads of the individual assets of each Fund.
Details of the redemption rights of Shareholders, including redemption rights of Shareholders in normal and exceptional circumstances and existing redemption arrangements are set out above in this section.
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5.7. Subscription and
Redemption
Umbrella Cash
Collection Accounts
The Company has established collection accounts at umbrella level in the name of the Company (the “ Umbrella Cash Collection Accounts ”) and has not established such accounts at Fund level. All subscriptions into and redemptions and distributions due from the Funds will be paid into the Umbrella Cash Collection Accounts. Monies in the Umbrella Cash Collection Accounts, including early subscription monies received in respect of a Fund, do not qualify for the protections afforded by the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) Investor Money Regulations 2015 (as may be amended from time to time) for fund service providers.
Pending the issue of Shares, and pending payment of redemption proceeds or distributions, the relevant investor will be an unsecured creditor of the relevant Fund in respect of amounts paid by or due to it.
All subscriptions (including subscriptions received in advance of the issue of Shares) attributable to, and all redemptions, dividends or cash distributions payable from, a Fund will be channelled and managed through the Umbrella Cash Collection Accounts. Subscriptions amounts paid into the Umbrella Cash Collection Accounts will be paid into an account in the name of the Depositary on behalf of the relevant Fund. Redemptions and distributions, including blocked redemptions or distributions, will be held in the Umbrella Cash Collection Accounts until the payment due date (or such later date as blocked payments are permitted to be paid), an d will then be paid to the relevant redeeming Shareholder.
The Depositary will be responsible for safe keeping and oversight of the monies in the Umbrella Cash Collection Accounts, and for ensuring that relevant amounts in the Umbrella Cash Collection Accounts are attributable to the appropriate Funds.
The Company and the Depositary have agreed an operating procedure in respect of the Umbrella Cash Collect ion Accounts, which identifies the participating Funds, the procedures and protocols to be followed in order to transfer monies from the Umbrella Cash Collection Accounts, the daily reconciliation processes, and the procedures to be followed where there are shortfalls in respect of a Fund due to late payment of subscriptions, and/or transfers to a Fund of moneys attributable to another Fund due to timing differences.
Where subscription monies are received in the Umbrella Cash Collect ion Accounts without sufficient documentation to identify the investor or the relevant Fund, such monies shall be returned to the relevant investor within five Business Days. Failure to provide the necessary complete and accurate documentation is at the investor’s risk.
5.8. Switching
Switching procedure: Applications for a Share Class Switch of all or part of a Shareholder’s Shares in a Fund (the “ Original Shares ”) into shares of another Share Class of the same Fund can be made on any Dealing Day. Switching applications must be made by using a Switching Form which is available from and should be sent to the Administrator by the Dealing Deadline indica ted in the Relevant Supplement.
It should be noted that the right to switch Shares is subject to compliance with any investor eligibility re quirements which may result from the conversion of the Original Shares into Shares of another Share Class of the same Fund (the “ New Shares ”).
In addition, switching applications are subject to the provisions on the minimum initial or additional subscription amounts applicable to the New Shares and the minimum holding amount applicable to the Original Shares.
The number of Shares issued upon switching will be based on the respective NAVs per Share of the Original Shares and the New Shares on the day of the switching. The Original Shares
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will be redeemed and the New Shares will be issued on such day.
The Company or the Ad ministrator will only process switching applications that they consider clear and complete. Applications will be considered complete only if the Company or the Administrator has received all information and supporting documentation it deems necessary to process the application. The Company or the Administrator may delay the acceptance of unclear or incomplete applications until reception of all necessary information and supporting documentation in a form satisfactory to the Company or the Administrator. Unclear or incomplete applications may lead to delays in their execution. The Fund, the Administrator as well as agents of the Administrator will not accept liability for any loss suffered by applicants as a result of unclear or incomplete applications.
The Company reserves the right to reject any application for switching of Original Shares to New Shares, in whole or in part, including, without limitation, where the Company decides to close a Share Class to new subscriptions or new investors.
The switching of Shares shall be suspended whenever the determination of the NAV per Share of the Original Shares or the New Shares is suspended by the Company in accordance with section “ Temporary Suspension of NAV calculation and Dealings ” below, or when the redemption of Original Shares or the subscription for New Shares is suspended in accordance with the Articles and this Prospectus.
Any request to convert Shares from one Fund to another Fund will be treated as a redemption from one Fund followed by a subscription into another Fund. Such operation may have tax implications for a Shareholder. No Subscription Fee will be charged for such operation. During the period between the NAV determination applicable to the Shares being redeemed in one Fund and the subscription for Shares in another Fund, the Shareholder will not be the owner of, or be eligible to receive dividends with respect to, either the Shares which have been redeemed or the Shares being acquired.
5.9. Transfer of Shares
All transfers of Shares shall be effected by transfer in writing in any usual or common form and every form of transfer shall state the full name and address of the transferor and the transferee. The instrument of transfer of a Share shall be signed by or on behalf of the transferor. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the share register in respect thereof. The Board may decline to register any transfer of Shares if in consequence of such transfer the transferor or transferee would hold less than the currency equivalent of the amount of the minimum initial investment for the relevant fund or would otherwise infringe the restrictions on holding Shares outlined above. The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty days in any year. The Board may decline to register any transfer of Shares unless the instrument of transfer is deposited at the registered office of the Company or at such other place as the Board may reasonably require together with such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
5.10. Listing of Shares
The Company may, from time to time, determine to list or remove existing listing of the Shares of any Fund or Share Class on the Irish Stock Exchange, trading as Euronext Dublin, or any other stock exchange. The Board will approve any new listing on any stock exchange as well as removal of su ch listing. Full details on the listing of each Share Class of each Fund may be obtained at any time at the registered office of the Company upon request. Unless otherwise specified in the Relevant Supplement, the Shares of each Fund of the Company are not listed on any stock exchange .
5.11. Distribution
Shareholders of each Fund are entitled to their share of a Fund’s income and net realised gains on its investments. Each Fund typically earns
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56 43264553.84
Information Classification: General
income in the form of interest from debt and money market securities.
All Share Classes available within each Fund may include both accumulating Shares, which capitalise their entire earnings, and distributing Shares, which may distribute capital gains and income to Shareholders.
Distributing Share Classes
It is the intention of the Management Company to declare a dividend on each Dealing Day in respect of the distributing Share Classes out of a sum equal to the aggregate for each distributing Share Classes of the share capital realised, and unrealised gains net of realised and unrealised losses and the net income received by the Company (whether in the form of dividends, interest or otherwise) which will be paid daily or monthly (as indicated in the Relevant Supplement) and will, unless the Management Company otherwise determines or a Shareholder elects to receive a cash payment of a dividend in the Application Form, be automatically reinvested in the form of additional Shares in that distributing Share Classes. Shareholders shall be entitled to dividends for any distributing Share Class from the Dealing Day on which Shares are issued until the day preceding the Dealing Day on which Shares are redeemed. The Management Company will deem each Shareholder in the relevant
distributing Share Class to (i) have waived their entitlement to receive the proceeds of any dividends and (ii) to receive any redemption proceeds equal in value to the portion of the Negative Yield (as defined below) on the relevant Dealing Day.
Accumulating Classes
It is not the current intention of the Management Company to declare dividends in respect of certain accumulating Share Classes as outlined in the Relevant Supplements but rather that the sum equal to the aggregate of the share capital, realised and unrealised gains net of realised and unrealised losses and the net income received by the Company (whether in the form of dividends, interest or otherwise) may be accumulated and reinvested on behalf of Shareholders.
The distribution policy of any Fund or of any Share Class may be changed by the Management Company upon reasonable notice to Shareholders of that Fund or Share Class as the case may be and, in such circumstances, the distribution policies will be disclosed in an updated Prospectus and/or Relevant Supplement. Any dividend paid on a Share that has not been claimed will not earn interest and, if not claimed within six years of its declaration, will be forfe feited and will accrue for the benefit of that Fund or Share Class.
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57 43264553.84
Information Classification: General
6. Valuation and Calculation of NAV
6.1. Calculation of NAV
The NAV of the Shares shall be expressed in each Designated Currency as a per Share figure.
The NAV of each Fund shall be calculated by taking the value of the gross assets attributable to the Shares of the relevant Fund, subtracting all of the liabilit ies attributable to such Shares (including such provisions and allowances for contingencies as the Administrator considers appropriate in respect of the costs and expenses payable), as set out in the relevant Supplement and dividing the remainder by the number of the relevant Shares outstanding at the close of business on each Dealing Day.
The value of instruments or securities which are quoted, listed or dealt in on a Regulated Market shall (save in certain specific cases) be the last traded price on such Regulated Market at the valuation point as set out in the Fund’s relevant supplement. Further details are set out in the Articles of Association.
Values expressed in a currency other than the Designated Currency of the relevant Fund shall be converted into the Designated Currency of the Fund at such rate as the Administrator, after consulting with, or in accordance with a method approved by, the Depositary, deems appropriate in the circumstances.
6.2. Valuation Procedure
Investments will be valued as described below, using either the mark-to-market method or the amortised cost method.
Mark-to Market Method
Under the mark-to-market method, the value of investments shall be, where the investment is quoted, listed or normally dealt in on a Regulated Market, the more prudent side of bid and ask market prices on such Regulated Market as at the Valuation Point, provided that where such valuation is not possible or the market data is not of sufficient quality, the investment shall be
valued conservatively using mark-to-model methods.
Amortised Cost Method
Under amortised cost method, the value of investments shall be their amortised cost. Amortised cost provides that the investments are valued at their cost of acquisition adjusted for amortisation of premium or accretion of discount on the investments rather than at the current market value of the investments.
VNAV MMFs
When calculating the NAV of the VNAV MMFs, the investments shall be valued using the mark to-market method. The NAV per Share shall be calculated to four decimal places.
Public debt CNAV Funds
When calculating the Stable NAV per Share of the Public debt CNAV Funds, the investments shall be valued using the amortised cost method. Such Stable NAV per Share shall be calculated to two decimal places . In addition, the Public debt CNAV Funds shall calculate their NAV per Share to four decimal places and in which all investments are valued using the mark-to-market method. The difference between the NAV per Share and the Stable NAV per Share shall be published daily.
LVNAV MMF Funds
When calculating the Stable NAV per Share of the LVNAV MMFs, the Management Company intends that the amortised cost method of valuation shall be used, in accordance with the Central Bank’s requirements and Article 29 of the MMF Regulations, in respect of investments whose residual maturity is less than 75 days and whose mark-to-market value is within 10 basis points of the amortised cost value. All other investments shall be valued using the mark-to market method. Such Stable NAV per Share shall be calculated to two decimal places for Shares which are distributing and to four decimal places for Shares which are accumulating (or
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43264553.84
Information Classification: General
such other number of decimal places as the Management Company may determine).
In addition, the LVNAV MMF Funds shall calculate their NAV per Share to four decimal places where all investments are valued using the mark-to-market method. The difference between this four decimal place NAV per Share and the two decimal place Stable NAV per Share described above shall be published as at each Valuation Point. If at any Valuation Point, the difference between this four decimal place NAV per Share and the two decimal place Stable NAV per Share of an LVNAV MMF Fund exceeds 20 basis points, the four decimal place NAV per Share calculated using the mark-to-market method shall become the NAV per Share of the Fund until the next Valuation Point (when the difference shall be re-calculated).
The Board may at its discretion make such a determination at any time prior to the difference between the four decimal place NAV per Share and the two decimal place Stable NAV per Share of an LVNAV MMF Fund exceeding 20 basis points where this is in the best interests of Shareholders.
Alternative method of valuation
The Management Company may apply, in good faith and in accordance with generally accepted valuation principles and procedures, other valuation principles or alternative methods of valuation that it considers appropriate in order to determine the probable realisation value of any asset if applying the rules described above appears inappropriate or impracticable.
With respect to the determination of the probable realisable value of assets in the absence of a representative price, the Management Company is assisted by the State Street Investment Management European Valuation Committee. The State Street Investment Management European Valuation Committee is made up of representatives from a cross section of functional areas including portfolio managers who are non-voting participants. As a general rule, the
Management Company must be informed by the State Street Investment Management European Valuation Committee and will make a case-by-case decision on the basis of the State Street Investment Management European Valuation Committee’s recommendations.
6.3. Publication of NAV
Save where the determination of the NAV per Share in respect of any Fund has been temporarily suspended in the circumstances described under “ Temporary Suspension of Dealings ” below, the NAV per Share shall be made available at the registered office of the Company and will be published on www.bloomberg.com after each Dealing Day and will be kept up to date.
6.4. Temporary
Suspension of NAV
calculation and
Dealings
The Board may at any time, with prior notification to the Depositary, temporarily suspend the calculation of the NAV in the following circumstances:
- where one or more stock exchanges or other markets which are the basis for valuing a significant part of the NAV are closed (apart from on normal public holidays), or during which trading is suspended;
- where in the opinion of the Company it is impossible to sell or to value assets as a result of particular circumstances;
- where the communication technology normally used in determining the price of a security of the Fund fails or provides only partial functionality;
- where the transfer of moneys for the purchase or sale of investments of the Company is impractical;
- following a decision to merge a Fund or the Company, if justified in order to protect the interest of Shareholders;
Page 59
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59 43264553.84
Information Classification: General
- where a Fund is a feeder fund and the net asset value calculation of the master UCITS (or sub-fund thereof) is suspended;
- in the case of a resolution to liquidate the Company on or after the date of publication of the first calling of a general meeting of Shareholders for the purpose of such resolution;
- the conditions set forth in sub-section “ Redemption limits ” above are met;
- any period when the Board determine that it is in the best interests of Shareholders to do so.
The Company will sus pend immediately the issue, redemption, and switching of Shares in the event that any issue, redemption or switching would result in the liquidation of the Company or by order of the CBI.
The suspension of calculation of the NAV per Share of one Fund will not necessarily imply a suspension in respect of other Funds unaffected by the relevant events. Shareholders who have requested the subscription, redemption or switching of their Shares will be notified of any suspension in writing within seven (7) days and of the termination of such suspension period immediately. Shareholders who have requested the issue, redemption or switching of Shares of any Share Class will have their subscription, redemption or switching request dealt with on the first Dealing Day after the suspension has been lifted unless applications or redemption requests have been withdrawn prior to the lifting of the suspension. Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible .
Page 60
43264553.84
Information Classification: General
7. Fees and Expenses
The Company bears all costs with respect to all fixed and variable charges, fees and other expenses incurred in the operation of the Company. The total costs and expenses for each Share Class (the “ Total Expense Ratio ” or “ TER ”) may be either fixed or capped at a maximum rate as set out in the Relevant Supplement as a portion of the NAV of the Share Class.
The Management Company has voluntarily agreed to reimburse such amounts as is necessary to ensure that the TER attributable
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