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SSgA Qualified Trust
An open - ended umbrella fund constituted as a unit trust with segregated liability between sub funds under the laws of Ireland and authorised by the Central Bank of Ireland pursuant to the Unit Trusts Act, 1990 and the AIFMD Regulations.
Prospectus
4 November 202 5
Manager: State Street Global Advisors Europe Limited 1
If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant , investment consultant or other independent financial advisor.
The Directors of the Manager whose names appear under the heading “Management and Administration” accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Capitalised terms are defined herein.
As the minimum initial subscription to the Trust (and, unless otherwise determined by the Manager in its sole discretion, each Fund) will always equal or exceed €100,000 or its Base Currency equivalent (or such other amount as the Central Bank may specify from time to time as the minimum subscription amount for Qualifying Investors) and as the Trust will market its Units solely to Qualifying Investors, the Trust qualifies as a qualif ying investor alternative investment scheme for the purposes of the Central Bank’s regulations on collective investment schemes established under the Unit Trusts Act, 1990 and for the purp oses of the AIFMD Regulations. Accordingly, while the Trust is autho rised by the Central Bank, the Central Bank has not set any limits or other restrictions on the investment objectives, the investment policies or on the degree of leverage which may be employed by the Trust, nor has the Central Bank reviewed this Prospectu s. The Central Bank shall not be liable by virtue of its authorisation of the Trust or by reason of its exercise of the functions conferred on it by legislation in relation to the Trust for any default of the Trust. Authorisation of the Trust does not con stitute a warranty by the Central Bank as to the credit worthiness or financial standing of the various parties to the Trust and is not an endorsement or guarantee of the Trust by the Central Bank. The Central Bank is not responsible for the contents of t his Prospectus.
1 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)) carefully and in their entirety and, before making any investment decision with respect to an investment in a Fund, should consult a stockbroker, bank manage r, lawyer, accountant , investment consultant or other financial adviser for independent advice in relation to: (a) the suitability of an investment into the Funds for the investor (b) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Units ; ( c ) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Units ; ( d ) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Units ; and ( e ) the provisions of this Prospectus. Unless otherwise agreed i n writing, no ne of the Manager or any of its affiliates undertakes to give advice in a fiduciary capacity in connection with the offer and sale of Units in the Trust or any Fund.
This Prospectus comprises information relating to the Trust, an open - ended unit trust established on 20 April 2012 pursuant to the Trust Deed and is authorised by the Central Bank as a QIAIF. The Trust has been structured as an umbrella fund, with segregat ed liability between Funds.
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 respons ibility accordingly.
No person is authorised to give any information or to make any representation other than those contained in this Prospectus, 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 shall be solely at the risk of the subscriber/purchaser. Furthermore, the delivery of this Prospectus or any issue of Units shall not, under any circumstances, create any implication that the affairs of the Trust have not changed since the date of this Prospectus.
Subscriptions are not valid unless they are based on this Prospectus in conjunction with the most recent annual report and the most recent semi - annual report where this is published after the annual report.
Investment in the Trust carries with it a significant degree of risk. Investors should be aware that the price of Units may fall as well as rise, and investors may not get back any of the amount invested. Investors should be aware that above average risk is involved in investment in the Trust and that investment in the Trust is suitable only for people who are in a position to take such a risk. There can be no assurance that a Fund will achieve its investm ent objective. Risk factors for investors to consid er 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 Trust through an intermediary which invests into the Trusts in the intermediary’s own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Unitholder rights directly. Investors are advised to take advice on their rights.
The distribution of this Prospectus and the offering or purchase of Units may be restricted or prohibited 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 jurisdiction in which such offer or solicitation is not lawful or in which the
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person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Units pursuant to this Prospectus to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction.
As Units in the Trust 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 United States, and the Trust 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 Regulation S under the U.S. S ecurities Act). A prospective investor will be required at the time of acquiring Units to represent that such investor is not a U.S. Person or acquiring Units for or on behalf of a U.S. Person or acquiring the Units with the assets of an ERISA plan (as defined below). Units 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”.
Unitholders are required to notify State Street Fund Services (Ireland) Limited, the Administrator, immediately in the event that they become U.S. Persons or otherwise hold Units which might result in the Trust or Manager incurring any liability to taxation or suffering pecuniary disadvantages which the Trust or Manager might not otherwise have incurred or suffered, or requiring the Trust or Manager to register under the U.S. Investment Company Act, or register any Units under the U.S. Securities Act.
Where the Board becomes aware that any Units are directly or beneficially owned by any person in breach of the above restrictions, they may direct the Unitholder to transfer such Units to a person qualified to own such Units or request the Manager to redeem the Units , in default of which the Unitholder 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 Units . The Units will be redeemed in accordance with the provisions of the Trust Deed .
As of the date of this Prospectus, the Trust is a “recognised scheme” for the purposes of Section 264 of the United Kingdom’s Financial Services and Markets Act 2000. It is anticipated that following the adoption of the Overseas Funds Regime ( “ OFR ” ) that came into force on 31 July 2024, the gateway for eligible funds to apply for recognition under the OFR will open later in 2024. Once available, it is expected that , the Company will apply to become recognised and will be market ed in the UK under the OFR . The Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meaning as the English language Prospectus . To the extent that there is any inconsistency between the English language Prospectus and the Prospectus in another language, the English language Prospectus will prevail. All disputes as to the contents of this Prospectus shall be governed in accordance with the laws of Ireland.
A Fund which invests a significant amount of its NAV in Money M arket Funds may be considered by investors as an alternative to investing in a regular deposit account. An investment in the Trust is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which may be available to protect the holder of a bank deposit account. The Trust does not rely on external support for guaranteeing liquidity or stabilising the NAV per Unit . The value of Units may go down as well as up and investors may not
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get back any of the amount invested. The risk of loss of the principal is borne by the investor .
The price of Units in the Trust may fall as well as rise . The difference at any one time between the sale and redemption price of Units means that any investment in the Trust should be viewed as a medium to long - term investment.
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Table of Contents
1. GLOSSARY ................................ ................................ ................................ ................................ ........... 8
2. DIRECTORY ................................ ................................ ................................ ................................ ........ 17
3. GENERAL INFORMATION ABOUT THE TRUST ................................ ................................ ........... 18
The Trust ................................ ................................ ................................ ................................ ......... 18 Management and Administration ................................ ................................ ................................ . 18 3.2.1. The Manager and AIFM ................................ ................................ ................................ ......... 18 3.2.2. The Depositary ................................ ................................ ................................ ...................... 21 3.2.3. The Administrator ................................ ................................ ................................ ................. 24 3.2.4. The Investment Manager ................................ ................................ ................................ ...... 25 3.2.5. The Sub - Investment Managers ................................ ................................ ............................. 25 3.2.6. The Global Distributor and distributors ................................ ................................ ................ 26 3.2.7. Conflicts of interest ................................ ................................ ................................ ............... 26 General Meeting of Unitholders ................................ ................................ ................................ ... 26 Rights of Unitholders ................................ ................................ ................................ ..................... 26 Financial year and statements ................................ ................................ ................................ ..... 27 Termination ................................ ................................ ................................ ................................ ..... 27 3.6.1. Termination of the Trust, or any of its Funds or Classes ................................ ....................... 27 Merger of the Trust, a Fund or a Unit Class ................................ ................................ ............... 28 Applicable Law and Jurisdiction ................................ ................................ ................................ ... 29 Remuneration policy ................................ ................................ ................................ ...................... 29
4. RISK INFORMATION ................................ ................................ ................................ ......................... 30
5. UNITS ................................ ................................ ................................ ................................ ................... 51
Types of Units ................................ ................................ ................................ ................................ . 51 Classes ................................ ................................ ................................ ................................ ............ 51 Base Currencies ................................ ................................ ................................ ............................. 51 Minimum investments and holdings ................................ ................................ ............................ 51 Subscription ................................ ................................ ................................ ................................ .... 53 Redemption ................................ ................................ ................................ ................................ ..... 56 Switching ................................ ................................ ................................ ................................ ......... 59 Subscription and Redemption Umbrella Cash Collection Accounts ................................ ....... 59 Transfer of Units ................................ ................................ ................................ ............................. 60 Capital Calls and Leverage Policy ................................ ................................ ............................... 61 Distribution ................................ ................................ ................................ ................................ ...... 61 5.11.1. Income distribution ................................ ................................ ................................ ............... 61 5.11.2. Capital Distribution ................................ ................................ ................................ ............... 62 Accrual for Liabilities ................................ ................................ ................................ ...................... 62
6. VALUATION AND CALCULATION OF NAV ................................ ................................ ................... 63
Calculation of NAV ................................ ................................ ................................ ......................... 63 Valuation Procedure ................................ ................................ ................................ ...................... 63 6.2.1. Assets of the Trust ................................ ................................ ................................ ................. 63 6.2.2. Liabilities of the Trust ................................ ................................ ................................ ............ 63 6.2.3. Valuation Principles ................................ ................................ ................................ ............... 64 6.2.4. Allocation of assets and liabilities ................................ ................................ ......................... 64
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6.2.5. Alternative method of valuation ................................ ................................ ........................... 65 6.2.6. Adjustment ................................ ................................ ................................ ............................ 65 Publication of NAV ................................ ................................ ................................ ......................... 65 Temporary Suspension of NAV calculation and Dealings ................................ ....................... 65
7. FEES AND EXPENSES ................................ ................................ ................................ ..................... 67
Operating and Administrative Expenses ................................ ................................ .................... 67 Depositary and Administrator’s Fees ................................ ................................ .......................... 68 Investment Management Fee ................................ ................................ ................................ ...... 68 Fees of the Global Distributor, Distributors and sub - distributors ................................ ............ 68 Formation Expenses ................................ ................................ ................................ ...................... 68 Embedded Costs ................................ ................................ ................................ ............................ 69 Allocation of Expenses ................................ ................................ ................................ .................. 69
8. INVESTMENT TECHNIQUES ................................ ................................ ................................ ............ 70
Investment Strategies ................................ ................................ ................................ .................... 70 8.1.1. Single Maturity Funds ................................ ................................ ................................ ............ 71 Investment Restrictions and Limits ................................ ................................ .............................. 72 8.2.1. Permitted Investments ................................ ................................ ................................ .......... 72 8.2.2. Investment Restrictions ................................ ................................ ................................ ......... 72 Financial Derivative Instruments ................................ ................................ ................................ . 72 8.3.1. General ................................ ................................ ................................ ................................ .. 72 8.3.2. Borrowing Policy ................................ ................................ ................................ .................... 74 8.3.3. Financial Techniques and Instruments ................................ ................................ .................. 75 8.3.4. Collateral ................................ ................................ ................................ ............................... 76 8.3.5. Safekeeping ................................ ................................ ................................ ........................... 76
9. TAX INFORMATION ................................ ................................ ................................ ........................... 78
Taxation of the Trust ................................ ................................ ................................ ...................... 78 Taxation of non - Irish Unitholders ................................ ................................ ................................ . 78 Taxation of exempt Irish Unitholders ................................ ................................ .......................... 78 Taxation of Other Irish Unitholders ................................ ................................ .............................. 79
10. OTHER INFORMATION ................................ ................................ ................................ ..................... 83
Where to learn more about the Funds ................................ ................................ ........................ 83 Complaints ................................ ................................ ................................ ................................ ...... 83 Fair Treatment of Investors ................................ ................................ ................................ .......... 84 Distribution and Selling Restrictions ................................ ................................ ............................ 84 Data Protection ................................ ................................ ................................ ............................... 84 Electronic Communication ................................ ................................ ................................ ............ 85 Changes to the Prospectus ................................ ................................ ................................ .......... 85 Material Documents ................................ ................................ ................................ ....................... 85
SUPPLEMENTS ................................ ................................ ................................ ................................ .......... 86
APPENDIX 1 – FUNDS OF THE TRUST ................................ ................................ ................................ .. 87
APPENDIX 2 - SUMMARY DETAILS OF STATE STREET LIQUIDITY PLC. ................................ ...... 88
APPENDIX 3 – LIST OF SUB - CUSTODIANS ................................ ................................ .......................... 95
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1. Glossary
The following summarises the principal features of the Trust and should be read in conjunction with the full text of this Prospectus.
1933 Act the U.S. Securities Act of 1933, as amended.
1940 Act the U.S. Investment Company Act of 1940, as amended.
Act the Unit Trusts Act, 1990 and all applicable Central Bank Regulations made or conditions imposed or derogations granted thereunder as may be amended or supplemented from time to time. Administrator the administration and registrar and transfer agent, appointed by the Manager , 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 amended and restated administration agreement pertaining to the Trust dated 30 April 2015 , as may be fu rther amended from time to time. AIF an alternative investment fund as defined in the AIFMD Regulations. AIF Rulebook the rulebook issued by the Central Bank as may be amended from time to time which sets out the Central Bank’s regulatory regime for AIFs and other the relevant entities that fall to be regulated under the AIFMD Regulations. AIFM an alternative investment fund manager under the AIFMD Regulations which may be the Management Company or a third party . AIFMD the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) , as amended. AIFMD Regulations the European Communities (Alternative Investment Fund Managers) Regulations 2013, as amended. Anti - Dilution Levy such sum, as the Directors or their delegate consider appropriate taking into account the interests of Unit holders of the relevant Funds to add to the subscription price or deduct from the redemption price the associated dealing costs (including any dealing spreads, commission, transfer taxes on dealings and any market impact costs to the relevant Fund) to pres erve the underlying value of the assets of the relevant Fund and for no other purpose . Application Form form used to establish an account for purchases of Units . Auditor a firm of chartered accountants as may from time to time be appointed as auditors to the Trust , as identified in the “Directory” section of this Prospectus . Base Currency the currency in which a Fund is denominated. Board the board of directors of the Manager as identified in the Directory.
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Business Day a day on which markets in UK are open; and such other days as the Manager may determine and notify in advance to Unitholders.
Capital Call a request issued by the Investment Manager to relevant Unitholders to subscribe an additional amount to a Fund. There is no limit on the number or value of Capital Calls that relevant Unitholders may be asked to make. The Investment Manager may instruct the Administrator to redeem all or any Units of a Unitholder that fails to meet a Capital Call, in whole or in part, by its due date. Capital Distribution a dividend to be paid to the Unitholders in accordance with the Trust Deed. Central Bank the Central Bank of Ireland. Class each class of Units within a Fund which may be created from time to time. Data Protection Legislation (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, (i ii) on and with effect from 25 May 2018, 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 c odes of practice issued by the Irish Data Protection Commissioner or other relevant supervisory authority, including 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 Units in a Fund.
Dealing Price the price (exclusive of any applicable fees) at which the Units may be subscribed or redeemed as determined for each Fund or Class on the basis of the NAV per Unit as at the Valuation Point(s) on the relevant Dealing Day. Depositary (or Trustee) the depositary bank and trustee in accordance with the requirements of the Central Bank and pursuant to a Trust Deed, as identified in the Directory. Directors the directors of the Manager for the time being and any duly constituted committee thereof. Distributor any person or entity appointed by the Manager to distribute or arrange for the distribution of Units.
EEA the European Economic Area comprising of the EU member states, Norway, Iceland and Liechtenstein. Embedded Costs any costs indirectly incurred by each Fund as a result of its investment in underlying funds in which the Fund invests (which may be payable to the Investment Manager or an affiliate).
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EMEA Valuation Committee the committee tasked with assisting the State Street Investment Management business in EMEA in carrying out its fiduciary valuation responsibilities. ERISA the United States Employee Retirement Income Security Act of 1974, as amended. 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 me mber states of the EU. Euro or € or EUR the Euro, the lawful currency of EU Member States participating in the European Monetary Union. FATCA the provisions of the United States Hiring 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 Money Laundering. Fund a portfolio of assets established by the Manager (with the prior approval of the Central Bank) and constituting a separate fund represented by a separate series of Units and invested in accordance with the investment objective and policies applicable to su ch portfolio of assets. For the purposes of this Prospectus, the term “Fund” shall be deemed to mean either a sub - fund of the Trust, or if the context so requires, the Manager or its delegate acting for the account of the relevant Fund. Global Distributor the global distributor appointed by the Manager pursuant to a distribution agreement, as identified in the Directory. Government Securities treasury bills, bonds and notes supported by the full faith and credit of the relevant government. Index any financial index which a Fund will use, whether to track, outperform, as a performance comparator or otherwise reference (including where that financial index is referenced by a financial derivative instrument held by a Fund).
Inflation Swap an agreement with fixed expiration that can be executed bilaterally or using a clearing house . Upon expiration of the inflation swap, the relevant Fund will typically be required to make a payment based on a fixed inflation rate set at the time the inflation swap is entered into, and in turn will receive a payment based on the realised inflation mea sured by the return of the relevant inflation Index. The relevant Fund or the inflation swap counterparty will be required to post collateral with the other, depend ing on changes in interest rates and inflation expectations during the term of the inflation swap.
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Investment any investment authorised by the Trust Deed which is permitted by the AIF Rulebook. 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 Fund in accordance with the requirements of the Central Bank. For the avoidance of doubt, the term “In vestment 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 Trust Deed ; Irish Revenue Commissioners the Irish authority responsible for taxation.
LDI liability driven investing is an investment strategy designed to facilitate investment of retirement assets in a way that seeks to provide returns that match the interest and inflation rate sensitivities of the liabilities of the pension schemes. LDI Leveraged Bond Funds funds within the Single Maturity Funds Sub - Range, each designed to provide leveraged exposure to a specified Government Security as the Underlying Asset, which is set out in the Relevant Supplement.
LDI Leveraged Swap Fund Funds within the Single Maturity Funds Sub - Range, each designed to provide leveraged exposure to a specified inflation swap, as set out in the Relevant Supplement. LVNAV MMF low volatility net asset value money market fund
Manager or 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 Trust in accordance with the requirements of the Central Bank. Maturity Date a date specified in respect of a Fund in the Relevant Supplement. Maximum Leverage each of a Fund’s maximum gross leverage ratio (calculated using the gross methodology) and a Fund’s maximum net leverage ratio (calculated using the commitment approach) as set out in the Relevant Supplement. Minimum Holding in respect of a Fund, the minimum holding (if any) required for investment in a Class, as specified in the Relevant Supplement. Minimum Initial Investment in respect of a Fund, the minimum initial investment (if any) required for investment in a Class, as specified in the Relevant Supplement. Minimum Subsequent Investment in respect of a Fund, the minimum subsequent investment (if any) required for investment in a Class, as specified in the Relevant Supplement.
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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 Authority. Money Market Fund or MMF a fund regulated as a money market fund pursuant to the MMF Regulations. NAV in respect of any Fund or Class within a Fund, the net asset value of Units determined in accordance with the Trust Deed. For further details, see the section headed “ Valuation and Calculation of NAV ” in this Prospectus. NAV per Unit the net asset value of a Unit in any Fund, including a Unit of any Class issued in a Fund calculated as described in the “ Valuation and Calculation of NAV ” section of this Prospectus. New Class the Class of Units of a Single Maturity Fund into which a Unitholder may request to Switch. OECD Organisation for Economic Cooperation and Development. Ordinary Resolution a resolution passed by a simple majority of the votes cast by Unitholders entitled to attend and vote at general meetings of the Trust or relevant Fund or on matters affecting the relevant Units, as the case may be or by written consent of Unitholders repr esenting 50% or more of the Units of the Trust or relevant Fund. Original Class the Class of Units of a Single Maturity Fund from which a Unitholder may request to Switch out of. OTC Derivatives over the counter derivatives; private contracts, direct negotiated and traded between the parties without using an exchange or intermediary. Pound Sterling or £ or GBP pounds sterling, the lawful currency of the UK. Privacy Statement the privacy statement adopted by the Manager as amended from time to time. The current version is appended 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. QIAIF a qualifying investor alternative investment fund in accordance with the AIFM Regulations. Qualifying Agreement investment management agreement or other arrangements entered into between Qualifying 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 eligibility to invest int o a Fund. Qualifying Investor (1) the trustee or other duly appointed representative acting on behalf of a pension fund which is authorised or registered in a
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European Economic Area State or elsewhere; or (2) an insurance company which is authorised or regulated in a European Economic Area State or elsewhere, investing in respect of unit linked funds of the insurance company which are restricted to pension fund investors, or nominee of such an entity;
and which satisfies at least one of the following criteria:
(a) An investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive); (b) An investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the scheme; (c) An investor who certifies that they are an informed investor by providing the following:
i. confirmation (in writing) that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or ii. confirmation (in writing) that the investor’s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the scheme.
Recognised Rating Agency Standard & Poor’s Rating Group, Moody’s Investors Services, Fitch IBCA or an equivalent rating agency . Redemption Price the price (exclusive of any Anti - Dilution Levy) at which the Manager may redeem Units as at the Valuation Point on the relevant Dealing Day. Relevant Institution an EU credit institution, a bank authorised in the remaining Member States of the European Economic Area (EEA) (Norway, Iceland, Liechtenstein), a bank authorised by a signatory state, other than an EU Member State or a Member State of EEA, to the Basle Capi tal Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States) or a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand . Relevant Supplement a document containing information specific to a Fund. Remuneration Policy the remuneration policies, procedures and practices to which the Manager is subject and which complies with the AIFMD. Settlement Deadline 5.00 pm (Irish time) on the second Business Day after the relevant Dealing Day or such later date as may be
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determined by the Manager and notified to Unitholders unless otherwise specified in the Relevant Supplement. SFDR Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability - related disclosures 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; Article 9 SFDR – means a financial product that has a sustainable investment as its objective . SFTR Techniques use of total return swaps, repurchase agreements, reverse repurchase agreements, buy - sell back or sell buy back transactions and securities lending for investment (including to leverage the Fund) and efficient portfolio management purposes as set to the ex tent permitted in the Relevant Supplement. Single Maturity Funds a Sub - Range of Funds of the Trust made up of LDI Leveraged Bond Funds and LDI Leveraged Swap Funds, as indicated in Appendix 1. Single Maturity Funding Notice a written notice sent by the Investment Manager to all Unitholders in a Single Maturity Fund calling for capital to be subscribed in to such Single Maturity Fund. SS IM State Street Investment Management , the investment management division of State Street Corporation.
Special Resolution a resolution approved as such by a majority consisting of 75% or more of the total number of votes cast for and against such a resolution or by written consent of Unitholders representing 75% or more of the Units of the Trust or relevant Fund.
Stable NAV per Share the net asset value per Share of an LVNAV MMF as calculated in accordance with amortised cost method as described in Appendix 2 of this Prospectus Sterling, £ or GBP the lawful currency of the United Kingdom Sub - Investment Manager means any entity appointed as sub - investme nt manager in relation to a Fund and as specified in the Relevant Supplement or in the periodic reports of the Trust including, without limitation, State Street Global Advisors Limited, which will have full power and discretionary authority on behalf and for the account of the Fund to manage and invest the cash and o ther assets of the relevant Fund or a portion of the cash and o ther assets of the relevant Fund as the parties may agree in writing from time to time . Sub - Range a specified group of Funds that shares common features or that is designed for specific use as a set of components, as set out in Appendix 1. Subscription Price the price at which investors may subscribe for Units as determined for each Fund or Class on the basis of the NAV per Unit as at the Valuation Point on the relevant Dealing Day subject to any applicable Anti - Dilution Levy.
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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 ag encies 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 . Switch the switch of all or part of a Unitholder’s holdings from one Class of a Single Maturity Fund into Units of the same/another Class of another Single Maturity Fund /the same Fund provided the Unitholder is eligible to invest in the requested Class.
Taxonomy Regulation means Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment 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.
Total Return Swap or TRS a total return swap is an agreement in which one party (total return payer) transfers the total economic performance of a reference obligation, which may for example be a share, bond or index, to the other party (total return receiver). The total return re ceiver must in turn pay the total return payer any reduction in the value of the reference obligation and possibly certain other cash flows. Total economic performance includes income from interest and fees, gains or losses from market movement, and credit losses. Trust SSgA Qualified Trust established by the Trust Deed (and where the context so requires, the Manager or Trustee on behalf of the Trust). Trustee (or Depositary) the depositary bank appointed by the Manager in accordance with the requirements of the Central Bank and pursuant to a trust deed, as identified in the Directory. Trust Deed the deed between the Manager and the Depositary, pursuant to which the Trust was constituted and the Depositary was appointed trustee and depositary of the Trust; as amended from time to time. UCI an undertaking for collective investment. UCITS an undertaking for collective investment in transferable securities within the meaning of the UCITS Regulations and UCITS Directive.
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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 may be amended from time to time. UCITS Regulations 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 2015, as may be amended from time to time, and any rules or guidance issued from time to time by the Central Bank. UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland. Underlying Asset as defined in a Relevant Supplement. Unit or Units a unit or units, being a beneficial interest under a unit trust, of whatsoever Class in the Trust representing an undivided share in the Fund in respect of which it is issued. Unitholder a person registered in the register of unitholders of the Trust as a holder of Units. United States or U.S. the United States of America (including the States and the District of Columbia), its territories, possessions and all other areas subject to its jurisdiction. US Dollar or US$ or USD U.S. Dollars, the lawful currency of the U.S. U.S. Investment Company Act the United States Investment Company Act of 1940, as amended. U.S. Person a person within the meaning of Regulation S of 1933 Act. US Securities Act United States Securities Act of 1933, as amended. Valuation Point the point on each Business 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 Regulations. 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 underlying assets in a Fund reflecting the relative holdings in each asset. Website www.ssga.com on which the NAV per Unit and any other relevant information relating to any Fund will be published and on which this Prospectus, the Remuneration Policy and any other information in respect of the Trust, including various unitholder communica tions, may be published.
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2. Directory
Manager , Investment Manager, AIFM and Global Distributor
State Street Global Advisors Europe Limited 78 Sir John Rogerson’s Quay Dublin 2 Ireland
Board of directors of the Manager
Mr. Nigel Wightman (Chair) Independent Director
Dr Margaret Cullen Independent Director
Mr . Patrick Mulvihill Independent Director
M s. Ann Prendergast Executive Vice President SS IM
Mr. Scott Sanderson Managing Director SS IM
Mr. Eric Lin n ane Managing Director SS IM
Ms Marie - Anne Heeren Senior Managing Director SS IM
Depositary /Trustee 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 Ire land
Sub - Investment Manager
State Street Global Advisors Limited 20 Churchill Place Canary Wharf London E14 5HJ United Kingdom Auditor s 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 of the Manager Matsack Trust Limited 70 Sir John Rogerson’s Quay Dublin 2 Ireland
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3. General Information about the
Trust
The Trust
The Trust is an open - ended a unit trust established on 20 April 2012 pursuant to the Trust Deed and is authorised by the Central Bank as a QIAIF . The Trust has been structured as an umbrella fund, with segregated liability between Funds.
A list of the currently authorised Funds of the Trust is included at Appendix 1 .
Information specific to the Funds is set out in the Relevant Supplement.
The Base Currency of the Trust is expressed in Sterling. It is determined by converting the total net assets of all Funds into Sterling . The Base Currency of each Fund is set out in the Relevant Supplement.
The Manager may from time to time, with the prior approval of the Central Bank and the Trustee , create different Funds representing separate portfolios of assets with each Fund comprised of one or more Classes. The investment policy and risk profile of each Fund will be determined by the Manager 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 Mana ger . The portfolio of assets maintained 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 Trust Deed , each Fund is considered to constitute a single pool of assets and liabilities; therefore the rights of Unitholders 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 in relation to the Trust in the courts of another jurisdiction, the
segregated nature of the Trust and the Funds will be respected.
Further information with respect to Units and Classes is outlined in the “ Units ” section below.
Management and
Administration
3.2.1. The Manager and AIFM The Manager and AIFM of the Trust is a private company limited by shares, which was incorporated in Ireland on 4 th December 1974 under registration number 49934 and is authorised by the Central Bank of Ireland under the AIFMD Regulations as an alternative investment fund manager within the meaning of AIFMD . The Manager has an issued and fully paid up capital of €312,500 and is an indirect wholly owned subsidiary of State Street Corporation. The Manager must ensure that the potential professional liability risks resulting from the negligent performance of its activities are appropriately covered either by way of additional own funds or by way of professional indemnity insurance. In order to comply with t his obligation, the Manager has chosen to cover professional liability risks through additional own funds which are appropriate to cover potential liability risks arising from professional negligence.
In accordance with Article 14 of the AIFMD Level 2 Regulations, the Manager is required to provide additional own funds at least equal to 0.01% of the value of the portfolios of the AIFs under management. The value of the portfolios of the AIFs managed shall be the sum of the absolute value of all AIF assets managed by the Manager , including assets acquired through the use of leverage, whereby derivative instruments shall be valued at their market value.
The Manager also maintains appropriate professional indemnity insurance.
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The Manager’s main business is the provision of fund management and administration services to collective investment schemes such as the Trust. The company secretary of the Manager is Matsack Trust Limited . The Manager is responsible for managing the business affairs of the Trust in accordance with the Trust Deed . Further, the Manager is responsible for the overall supervision of the management and administration of the Trust and the general monitoring of the performance and operations of the Trust . The Directors of the Manager are as follows:
Margaret Cullen (Ireland)
Margaret 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.
Before joining State Street Global Advisors Ireland Limited (re - branded to State Street Investment Management in June 2025) , Ms Cullen has held senior positions at ABN AMRO International Financial Services Company, the Central Bank of Ireland, JP Morgan Bank Ireland plc and RBC Dexia Investor Services Ireland Limited. Ms Cullen 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 bo ards.
Ms Cullen 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 tw o other financial services organisations. Ms Cullen is a non - executive director of the Manager . Ms Cullen is the chairperson of the Audit Committee for the Manager .
Marie Anne Heeren (Belgium)
Ms Heeren is Senior Managing Director, Head of the Institutional C lient G roup for Europe, Branch Manager for State Street Global Advisors Europe Limited’s Belgian Branch re branded to State Street Investment Management in June 2025) . In this role Ms Heeren leads the effort for Business Development, Relationship Management and Client Service in Europe. Ms Heeren is a member of SSIM’s Senior Leadership Team and the European Executive Management Team. Previously, Ms. Heeren held the positions of Belgium Branch Manager at SSGA Ireland Limited and Head of Continental Europe at SSGAIL. Ms Heeren was also a director on the Board of SSGA Irel and Limited.
Prior to joining SSGA in 2005, Ms Heeren worked at JP Morgan Chase for 5 years, in both London and Brussels. Ms Heeren started with the training program in New York, gaining experience in the Corporate Credit Markets. During her last 2 years at the JP Morg an Brussels office, Ms Heeren held a position in credit sales for Institutional Investors in the Benelux region. Ms Heeren holds a Law degree from the Catholic University of Leuven, Belgium and Heidelberg University, Germany . Eric Linnane (Ireland)
Eric Linnane has over 30 years’ experience in the financial services industry and is a Managing Director of the Manager . Eric holds the position of Head of Investment Operations and Outsourcing . Before joining State Street Global Advisors Ireland Limited (re - branded to State Street Investment Management in June 2025) , Mr Linnane held a number of positions in the Bank of Ireland Group Treasury and Retail Banking divisions Mr Linnane joined SSGA Ireland in 1997 as an operations specialist and led a number of different teams in the firm’s Middle Office and Relationship M anagement areas before taking up his current role. Mr Linnane’s roles and responsibilities included leading teams within the Portfoli o Construction Team responsible for pre and post trade portfolio compliance, trade order generation, trade
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allocations, trade settlement, currency management, and inspecie / asset transfers across multiple asset classes providing Mr Linnane with significant experience in Front, Middle and Back Office Operations. Mr Linnane also led teams within the Relationship Management area of State Street Global Advisors Ireland Limited responsible for client relationship management, marketing, business and sales support and performance reporting providing Mr Linnane with experience in direct client servicing and relationshi p management. Mr Linnane took up his current role in 2013 which includes the management of the outsourcing framework for the Manager . 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 State Street Global Advisors Ireland Limited.
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 SSIM Operating Group and chairs the EMEA Executive Committee.
Prior to this role, Ms Prendergast was CEO of SSGA Europe Ltd (re - branded to State Street Investment Management in June 2025) , the entity with responsibility for SSGA’s EU businesses. Previously she led the sales and marketing team for the Irish market, having joined the organisation in 2000.
Ms Prendergast also worked with the Bank of Ireland Group in both their fund administration and private banking divisions.
Ms Prendergast 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).
Scott Sanderson (UK)
Scott Sanderson is a Managing Director of State Street Global Advisors Limited and the Chief Financial Officer for SSIM in EMEA, having joined SSGA (re - branded to State Street Investment Management in June 2025) in 2018. He is responsible for supporting SSIM’s EMEA regional business leaders, so that they may execute and deliver on the business objectives set by State Street Investment Management . He is also responsible for all aspects of the financial governance of the SSIM EMEA entities. Mr Sanderson has over 22 years’ experience in asset management and prior to joining State Str e et 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. Mr Sanderson holds an honours degree in Accounting and Financial Analysis from Warwick University and is a member of the Institute of Chartered Accountants in England a nd Wales. Mr Sanderson serves as a non executive director on a number of boards, including the Manager and was previously an executive director on the board of State Street Global Advisors Ireland Limited. Mr Sanderson is a member of the Manager ’s Audit C ommittee
Nigel Wightman (UK)
Nigel 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 mana gement businesses and then in Hong Kong, overseeing its Asia Pacific businesses. He spent 8 years as head of State Street Global Advisors in London and joint Managing Director for SSGA (re branded to State Street Investment Management in June 2025) in Europe. During his executive career Mr Wightman 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, Lu xembourg, Hong Kong and Canada.
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Mr Wightman 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. Mr Wightman has spent 5 years as a non - executi ve director at Manager . Mr Wightman is the chair of the Nominations Committee and the Organisational Effectiveness Director for the Manager . Patrick Mulvihill (Ire land )
Patrick Mulvihill has over 35 years’ experience of international financial services and he has an in - depth knowledge of financial and management reporting, regulatory compliance, operational, risk and credit matters within significant international financi al institutions. Throughout his career he has been involved in the development and oversight of major IT infrastructure investment supporting his areas of responsibility.
Mr Mulvihill spent much of his career at Goldman Sachs holding a number of senior management roles based in London and New York. He retired in 2006 as Managing Director: Global Head of Operations, based in London, covering all aspects of Capital Markets Op erations, Asset Management Operations and Payment Operations. Prior to this he was Managing Director: Co - Controller based in New York and responsible for all aspects of Accounting and Regulatory reporting.
Mr Mulvihill holds a Bachelor of Commerce Degree from University College Cork and is a Fellow of Chartered Accountants Ireland. In more recent years he has been a non - executive director of a number of financial services companies in Ireland covering Bankin g, Brokerage and Fund Management and Administration and has been the chair of Audit and Risk Committees.
3.2.2. The Depositary The Depositary is a private limited company, which was established in Ireland on 22 May 1991. The Depositary is specialised in custody, fund management and related services, and is regulated by the Central Bank .
The Depositary has been entrusted with following main functions:
(i) ensuring that each Fund’s cash flows are properly monitored, and that all payments made by or on behalf of investors upon subscription for Units have been received;
(ii) safekeeping the assets of the Funds, which includes (a) holding in custody all financial instruments that can be registered in a financial instrument account opened in the Trustee's books and all financial instru ments that can be physically delivered to the Trustee; and (b) for other assets, verifying the ownership of the relevant Fund or the Investment Manager acting on behalf of that Fund of such assets and maintaining a record accordingly;
(iii) ensuring that the sale, issue, re - purchase , redemption and cancellation of Units are carried out in accordance with applicable Irish law and the Trust Deed;
(iv) ensuring that the value of the Units is calculated in accordance with the applicable laws and the Trust Deed;
(v) carrying out the instructions of the Manager unless they conflict with the applicable Irish law or the Trust Deed;
(vi) ensuring that in transactions involving each Fund’s assets any consideration is remitted to the relevant Fund within the usual time limits; and
(vii) ensuring that the Funds' income is applied in accordance with the applicable Irish law and the Trust Deed.
The Trustee will comply with applicable laws, including the provisions of the AIFMD Regulations that relate to depositary roles and responsibilities in relation to each Fund. The Trustee has entered into written agreements delegating the performance of its safekeeping
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function in respect of certain investments. The liability of the Trustee will not be affected by the fact that it has entrusted the safekeeping function to a third party.
The Trustee shall not be entitled to retire voluntarily except upon the appointment of a new trustee with the prior approval of the Central Bank, the termination of the Trust and upon the revocation of authorisation of the Trust by the Central Bank. In th e event of the Trustee desiring to retire, the Manager may by supplemental deed hereto appoint any duly qualified corporation with the prior approval of the Central Bank to be the trustee in the place of the retiring Trustee. The Manager will use reasonab le endeavours to appoint such a duly qualified corporation upon receipt of notification from the Trustee of its desire to retire. If no new trustee is appointed within six months of the date of the Trustee’s notification of its intention to retire, the Trustee shall serve notice of terminat ion of the Trust provided that the Trustee will continue to act as Trustee and shall be reimbursed accordingly until such time as the Trust has been terminated and authorisation of the Trust by the Central Bank has been revoked. The Central Bank may replace the Trustee with another trustee approved by the Central Bank where it appears to the Central Bank to be desirable in the interests of Unitholders or potential Unitholders.
3.2.2.1 Depositary’s liability The Trust Deed contains provisions governing the responsibilities of the Trustee, of which the primary responsibility is the safe - keeping of all the assets of the Trust being held on trust for the Unitholders.
The Trustee must exercise due care and diligence in the discharge of its duties and shall be liable to the Manager, the Trust, the Funds and the Unitholders for any loss arising from the Trustee’s negligence or its intentional failure to properly fulfil its obligations. Notwithstanding that standard, the Trustee shall be liable to the Manager, the Trust and the Funds for the loss of financial instruments held in custody, unless it can prove that the loss of financial instruments held in custody has arisen a s 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 . In order to discharge this liability and its responsibility in respect of third parties, the Trustee must exercise care and diligence in choosing and appointing a third party as safekeeping agent so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned. The Trustee must maintain an appropriate level of supervision over the safekeeping agent and make appropriate enquiries from time to time to confirm that the obligations of the agent continue to be competently discharged. The Depositary may, in the future and with the prior written consent of the Manager, discharge itself of liability in certain circumstances as provided in the Trust Deed. The Depositary has not to date contractually discharged itself of liability but in ti me may. The Manager will inform in vestors before they invest, of any arrangement made by the Trustee to contractually discharge itself of any liability. The Manager will also inform Unitholders of any changes with respect to the Depositary’s liability without delay . The Manager has agreed under the Trust Deed to hold harmless and indemnify the Trustee against all loss, liability, claims and demands arising from the communication of proper instructions reasonably and in good faith by facsimile, orally or by any other means of communication, including any failure to confirm the oral instructions received or for any failure of the confirmation to conform with the said oral instructions. The Manager has undertaken to hold harmless and indemnify the Trustee out of the ass et s of the Trust against all actions, proceedings and claims and against all costs, demands and expenses (including legal and professional expenses) arising therefrom which may be brought against, suffered or incurred by the Trustee by reason of t he performance of the Trustee’s duties, under the terms of the Trust Deed save where any such actions, proceedings, claims, costs, demands or expenses arise as a result of the Trustee’s negligence, fraud, bad faith, wilful default or recklessness in the pe rformance o f its duties or the loss of financial instruments held in custody. The Trustee shall be kept indemnified by and shall be without liability to the Manager, the
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Trust or the Funds for any obligations including taxes, withholding and reporting requirements, claims for exemption or refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed against the M anager, the Trust, the Funds or the Trustee as trustee of the Trust.
3.2.2.2 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 asse ts 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 3 to the Prospectus. The latest version of the list of the relevant delegates will be made available to Unitholders on request.
3.2.2.3 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 conflic ts. Conflicts of interest arise where the Depositary or its affiliates engage in activities 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 Manager; (ii) engaging in banking, sales and trading transactions including foreign exchange, derivative, principal lending, broking, market making or other financial transactions with the Trust either as principal and in the interests 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 Manager or Trust 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 Trust; (iv) may provide the same or similar services to other clients including competitors of the Manager or Trust; (v) may be granted creditors’ rights by the Manager in relation to the Trust which it may exercise.
The Manager may use an affiliate of the Depositary to execute foreign exchange, spot or swap transactions for the account of the Trust. In such instances the affiliate shall be acting in a principal capacity and not as a broker, agent or fiduciary of the T rust. The affiliate will seek to profit from these transactions and is entitled to retain and not disclose any profit to the Manager or the Trust. The affiliate shall enter into such transactions on the terms and conditions agreed with the Manager.
Where cash belonging to the Trust is deposited with an affiliate being a bank, a potential conflict arises in relation to the interest (if any) which the affiliate may pay or charge to such account and the fees or other benefits which it may derive from ho lding such cash as banker and not as trustee.
The Manager may also be clients or a counterparties of the Depositary or its affiliates.
Potential conflicts that may arise in the Depositary’s use of sub - delegates include four broad categories:
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(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 Deposi tary 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 direct 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 d etriment 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 Trust and its Unitholders.
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 re porting 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 funct ions 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 t ransparently 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 Unitholders on request.
3.2.3. The Administrator The Manager has appointed State Street Fund Services (Ireland) Limited to act as the Trust’s administration and registrar and transfer agent and to procure or provide ancillary services thereto. The Manager has delegated its responsibilities as administrator of the Trust to State Street Fund Serv ices (Ireland) Limited pursuant to the Administration Agreement. The Administrator will have the responsibility for the administration of the Trust’s affairs including the ca lculation of the Net Asset Value of each of the Funds and the preparation of the financial statements.
The Administrator is a limited liability company incorporated in Ireland on 23 March 1992 and is ultimately a wholly - owned subsidiary of the State Street Corporation. As at 30 September 2018, the Administrator had assets under administ ration of US $ 1,100 billion. The Administrator's registered office is at 78 Sir John Rogerson’s Quay, Dublin 2. The Administrator's main business activity is the provision of administrative services to collective investment schemes and other portfolios.
The Administration Agreement is governed by the laws of Ireland. The Administration Agreement provides that the Manager out of the assets of the Trust undertakes to hold harmless and indemnify the Administrator on its own behalf and on behalf of its permitted delegates, servants and agents against all actions, proceedings and claims (including claims of any person purporting to be the beneficial owner of any part of the assets of the Funds or the Units) arising from th ird party claims and against all costs, demands and expenses (including legal and professional expenses) arising therefrom which may be brought against, suffered or incurred by the Administrator, its permitted
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delegates, servants or agents in the proper performance of its obligations and duties thereunder and from and against all taxes on profits or gains of the Trust which may be assessed upon or become payable by the Administrator its permitted delegates, serv ants and agents provided that such indemnity shall not be given where the Administrator or its permitted delegates, servants or agents is or are guilty of negligence, fraud, bad faith, recklessness, or wilful default in the performance or non - performance o f its duties thereunder.
The Administration Agreement may be terminated by either party by not less than 90 days’ prior written notice to the other party.
Agreements have been entered into with various affiliates and agents to perform certain administrative or representative services or to facilitate the payment of Unit distributions in relevant jurisdictions.
3.2.4. The Investment Manager State Street Global Advisors Europe Limited also serves as the investment manager to each Fund and, subject to the supervision of the Directors, is responsible for the i nvestment management of the Funds. The Investment Manager provides an investment management programme for each Fund and ma nages the investment of the Funds’ assets. The Investment Manager and other affiliates of State Street Corporation, including SSIM (defined above ) make up the asset management business of State Street Corporation.
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 C entral Bank in respect of these services and its investment management business includes but is not limited to management of other Irish authorised undertakings for collective investment.
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 subject to prior approval of the Directors and in accordance with the requirements of the Centr al Bank. Details of sub - investment managers appointed to any Fund will be available to Unitholders on request and will be disclosed in the Fund’s Relevant Supplement or in the periodic reports of the Trust . Fees payable to any Sub Investment Manager appointed by the Investment Manager shall be paid by the Manager out of the TER .
3.2.5. The Sub - Investment Managers The Investment Manager has appointed the following discretionary sub - investment man ager in respect of certain Funds, as indicated in the Relevant Supplement including, without limitation:
i. State Street Global Advisors Limited, (appointed pursuant to a Sub - Investmen t Management Agreement dated 3 August 2021, as may be amended from time to time.
Under the Sub - Investment Management Agreement, neither the Sub - Investment Manager nor any of its directors, officers, employees or agents is liable for any loss or damage arising directly or indirectly out of or in connection with the performance by the Sub Investme nt Manager of its obligations and duties unless such loss or damage arises out of or in connection with the negligence, wilful default, wilful misconduct or fraud of the Sub Investment Manager in the performance of its duties, and in no circumsta nces shall the Sub Investment Manager be liable for special, indirect , incidental, consequential or punitive damages of any kind whatsoever arising out of the performance of its duties.
The Sub - Investment Management Agreement shall continue in force until terminated by either the Investment Manager or the Sub - Investment Manager at any time upon ninety (90) days’ prior notice in writing to the other party or until
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otherwise terminated by the Investment Manager in accordance with the terms of the relevant Sub - In vestment Management Agreement.
3.2.6. The Global Distributor and distributors State Street Global Advisors Europe Limited has also been appointed to act as the global distributor of the Trust and to promote and market the Units .
The Global Distributor is authorised to appoint other Distributors, sub - distributors and intermediaries and enter into other similar agreements relating to the distribution of Units . 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 distribution agreement.
3.2.7. Conflicts of interest The Manager is committed to maintaining and operating effective organisational and administrative arrangements to identify and manage any potential conflicts of interests. The Manager adopted written procedures with respect to conflicts of interest. In for mulating the conflicts of interest policy, the Manager 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 Manager , the Depositary, the Administrator and other service providers of the Trust, and/or their affiliates, members, employees or any person connected with them may be subject to various conflicts of interest in their relationships with the Trust. 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 Trust. In particular, when undertaking any dealings or investments where conflicts of interes t may arise, each 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 provide
further details regarding the risks described above.
The Manager 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 Trust’s interests being prejudice d, and if they cannot be avoided, ensure that the Trust is treated fairly.
General Meeting
of Unitholders
A general meeting of Unitholders of the Trust or meetings of individual Funds or their Classes may be held from time to time.
Notices to the 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 Trust Deed . All Unitholders may attend general meetings in person or by appointing another person as his proxy in writing or by other communication mediums accepted by the Manager .
Rights of
Unitholders
Voting rights: Each Unit entitles the Unitholder to one (1) vote at all general meetings of the Unitholders of the Trust and at all meetings of a relevant Fund or Class. At any meeting, on a show of hands every Unitholder entered in the register who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its duly authorised representatives shall have one vote and on a poll ever y Unitholder entered in the register who is present in person or by representative or by proxy shall have one vote for every Unit held by him. Any person entitled to more than one vote
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need not use all his votes or cast all the votes to which he is entitled in the same way. Fractions of Units do not entitle their holder to vote.
Right to receive a share of the profits: The Units issued are entitled to participate in the net assets allocated to the relevant Fund or attributable to the Class as of the Dealing Day on which they are purchased and up until the date on which they are redeemed.
Unitholder Rights: In order to subscribe for Units, Unitholders must complete an Application Form and/or a Dealing Form (as applicable) (the “Forms”). By doing so, Unitholders agree to subscribe for Units and to be bound by the terms of this Prospectus and the Trust Deed (t he Forms, Prospectus and Trust Deed, together, the “Subscription Documents”). All Unitholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Trust Deed, copies of which are available as mentioned in th e section headed “Where to learn more about the Funds” below. The provisions of the Trust Deed are binding on the Manager, the Trustee and the Unitholders and all persons claiming through them respectively as if all such Unitholders and persons had been pa rty to the Trust Deed.
Unitholder rights directly against the service providers: Unitholders generally have no direct rights against the Trust’s service providers. As set out in the Trust Deed, the Trustee will be liable to the Manager, the Trust, the Funds and the Unitholders for any loss arising from the fraud, negligence, bad faith , wilful default or recklessness of the Trustee in the performance of its duties.
The Manager is reliant on the performance of third party service providers, including the Investment Manager, the Trustee, the Administrator and the Auditors, whose details are set out on section titled “Directory”.
Further information in relation to the roles of these service providers is set out in the section titled "Trust and Management Information".
No Unitholder will have any direct contractual claim against any service provider with respect to such service provider’s default. Any Unitholder who believes they may have a claim against any service provider in connection with their investment in a Fund, should consult their legal adviser.
Financial year
and statements
The Trust's financial year ends on 30 April of each year. The Trust will publish an annual report and audited annual accounts, which will be approved by the Board, within six ( 6 ) 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 Manager and will be made available on the Website. They may also be sent to Unitholders by electronic mail or other electronic means of communication, although Unitholders and prospective investors may also, on request, receive reports by hard copy mail.
Termination
3.6.1. Termination of the Trust, or any of its Funds or Classes The Trust is established for an unlimited period. The Manager may terminate the Trust, any Fund or Class in its absolute discretion , if :
- the Unitholders in that Fund or Class pass a Special Resolution providing for such redemption at a general meeting of the Unitholders of that Fund or Class;
- the redemption of the Units in that Fund or Class is approved by a resolution in writing signed by all of the Unitholders in that Fund or Class;
- the Net Asset Value of the relevant Fund does not exceed or falls below the
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Base Currency equivalent of US$ 10 0,000,000 (or such other amount as may be approved by the Manager in respect of any Fund and stated in the Relevant Supplement);
- the Manager deems it appropriate because of an adverse political, economic, fiscal or regulatory environment affecting the relevant Fund or Class;
- following the Maturity Date specified in respect of a Fund in the Relevant Supplement, the Manager determines, in its sole discretion, to terminate the Fund; or
- such other event occurs as may be specified in respect of a Fund in the Relevant Supplement.
In each such case, the Units of the relevant Fund or Class shall be redeemed after giving not less than two (2) weeks’ but no more than six (6) weeks’ prior notice to all holders of such Units. The Units will be redeemed at the Net Asset Value per Unit on the relevant Dealing Day specified in the notice. Unamortised establishment and organisational expenses shall be borne by the Trust or Fund as applicable.
Redemption proceeds which have not been claimed within the statutory period of six years will be forfeited in accordance with applicable laws and regulations and will form part of the assets of the Trust . The termination of a Fund will have no influence on the existence of any other Fund. The termination of the last Fund of the Trust will result in the liquidation of the Trust .
The compulsory dissolution of the Trust may be ordered by Irish competent courts in circumstances provided by the AIFMD Regulations and the Act.
3.6.2 Partial redemption of Units
The Manager may also determine, in its absolute discretion, to reduce the assets of any Fund or Class through a partial redemption of Units held by all Unitholders in the relevant Fund or Class on a pro rata basis, or such other
basis as the Manager may determine is appropriate in the relevant circumstances, in any of the following events, namely:
- if a Special Resolution is passed by the Unitholders of the relevant Fund or Class, of which not more than six and not less than two weeks’ prior notice has been given approving the pro rata partial redemption of the Units;
- at any time provided that prior notice of not less than two and not more than six weeks has been given to the holders of Units;
- if anything occurs which renders it illegal or in the reasonable opinion of the Manager impracticable or inadvisable (including but not limited to an adverse political, economic, fiscal or regulatory environment) to continue the relevant Fund or Class at its current asset size; or
- on the recommendation of the Investment Manager that the relevant Fund or Class should be reduced in size .
Merger of the
Trust , a Fund or
a Unit Class
The Unit holders 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 Units 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 Unit holders in the Class, merge such Class with another Class of the same Fund .
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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 Trust , 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 commercial 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 conc erning the recognition and enforcement of judgments.
Remuneration
policy
The Manager / Investment Manager is subject to remuneration policies, procedures and practices (together, the “ Remuneration Policy ”) which complies with the AIFMD . 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 strate gy, objectives, values and interests of the Trust 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 Trust or
the Fu nds, and ensures that no individual 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 Polic y will also be made available for inspection and may be obtained, free of charge, at the registered office of the Manager . The Board has delegated certain activities, in respect of the investment management and risk management of the Funds, to the Investment Manager. The global State Street remuneration policy applies to the Manager’s and Sub Investment Manager’s employees. Such remuneration policy is consistent with and promotes sounds and effective risk management and does not encourage risk taking that is inconsistent with the risk profile of the Funds managed by the Manager .
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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 Relevant Supplement. This section is not intended to be a complete explanation and other risks may be relevant from time to time. In particular, the Trust’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 Pro spectus and the Relevant Supplement, as well as their own personal circumstances, and should co nsult their own stockbroker, bank manager, lawyer, accountant and/or financial adviser. An investment in the Units of any Fund is only suitable for investors who (either alone or in conjunction with an appropriate 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 los ses that may result therefrom.
The price of the Units of a Fund can go down as well as up and their value is not guaranteed. Unit holders may not receive, at redemption or liquidation, the amount that they originally invested in a Fund or any amount at all.
Although the Manager 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 Units may increase or decrease and positive or negative returns of different levels may arise.
Basis Risk: A F und may gain exposure to an Underlying Asset by investing directly into that asset, or by purchasing a derivative instrument that is expected ( but not guaranteed ) to provide the same returns as the Underlying Asset. Basis Risk occurs when the returns provided by the derivative instrument deviate from the returns of the Underlying Asset.
Capital Call Risk: Investors should note that where a Fund provides for Capital Calls there may be no limit on the number of Capital Calls that Unitholders may be asked to make and therefore should take particular note of the provisions on “Mandatory Redemptions” and “Ca pital Calls and Leverage Policy” below in the Prospectus . The Inve stment Manager will not and can not take the individual situations of Unitholders into account in determining whether or not to issue a Capital Call .
Cash Position Risk: A Fund may hold a significant portion of its assets in cash or cash equivalents at the Investment Manager’s discretion. If a Fund holds a significant cash position, its investment returns may be adversely affected, and such Fund may not achieve its investm ent objective.
Unitholders should be aware that in the event that the Manager declares dividends out of capital in respect of the Units, the capital of the rel e vant Fund will be eroded, such distributions will be achieved by forgoing the potential for future capital growth and that this cycle may be continued until all capital in the Fund has been depleted. Unitholders should also be aware that the payment of distribu tions out of capital by the Manager may have different tax implications for them to distributions of incom e and you are
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therefore recommended to seek tax advice in this regard.
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 i n 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. Any such investment focus may also limit the liquidity of a Fund . In addition, investors may buy or sell substantial amounts of a Fund’s Units 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 ma nagement 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 trigger or result in a potential conflict of interest. For example: the Investment Manage r or its affiliates may provide services to the Fund, such as securities lending agency services, 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 Manager 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 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 as specified in the
Relevant Supplement including with or through Investment Manager or one of its affiliates . 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 o f 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 might have the effect of increasing the expenses of the Fund. It is possible that other cl ients 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. Please note, for investments into Money Market Funds managed by the Investment Manager or an affiliate, mandated redemption fees may be imposed under MMF Regulations. See further Money Market Fund Regulation Risk below.
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 in vestment vehicles sponsored, managed, or otherwise affiliated with the Investment Manager 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 independent oversight of prices, fees or expenses paid to, or services provided by, the Investment Manager or its affiliates. Because of its financial interest, the Investment Manager may have an incentive to enter into transactions or arrangements on beha lf of a Fund with itself 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 th e 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
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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 m ay 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 clie nts. 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, t he 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 affiliates 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.
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 or Manager, 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 Unit holders. Permitted transactions between a Fund and such parties are subject to (i) a certified valuation by a person approved by the Depositary (or the Manager 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 Manager 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 Administrator, the Investment Manager or any other party related to a Fund acting as a n external valuer 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 the best interest of the Unit holders.
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 t he Fund, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to execution of the order. In determining what constitutes best
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execution, the Investment Manager may consider additional factors they deem relevant, including, but not limited to, the breadth of the market in the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction, on a continuing basis. When executing or transmitting orders on behalf of the Fund, the Investment Manager will take into account any specific instruction from Directors of the Manager of their 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 s he has disclosed to the other D irectors prior to the conclusion of any such transaction or arrangement the nature and extent of any material interest of his therein. The D irectors 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 l isted 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 t hese 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 term inate 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 counterpart y, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Contractual provisions and applicable law may prevent or delay a Fund from exercising its rights to termi nate an investment or transaction with a financial institution experiencing financial difficulties or to realize on collateral and another institution may be substituted for that financial institution without the consent of the impacted Fund(s). If the cre dit 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 t hose transactions. Under applicable law or contractual provisions, including if a Fund enters into an investment or transaction with a financial institution and such financial institution (or an affiliate of the financial institution) experiences financial difficulties, the Fund may in certain situations be prevented or delayed from exercising its rights to terminate the investment or transaction, or to reali s e on any collateral and may result in the suspension of payment and delivery obligations of the parties under such inv estment or transactions or in another institution being substituted for that financial institution without the consent of the Fund. Further, the Fund may be subject to “bail - in” risk under applicable law whereby, if required by the financial institution’s authority, the financial institution’s liabilities could be written down, eliminated or converted into equity or an alternative instrument of ownership. A bail - in of a financial institution may result in a reduction in value of some or all of its securiti es and a Fund that holds such securities or has entered into a transaction with such a financial security when a bail - in occurs may also be similarly impacted.
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, subsequent illegality or a change in the tax or accounting regulations since the conclusion of the OTC D erivative contract.
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Currency Hedging Risk: When a derivative is used as a hedge against a position that a Fund holds, any gain generated by the derivative generally should be substantially offset by losses on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it c an also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between a derivative and its reference asset. Where a Fund is designed to hedge against currency fluctuations, it is possible that a degree of curre ncy exposure may remain even at the time a hedging transaction is implemented. As a result, the Fund may not be able to structure its hedgin g transactions as anticipated or its hedging transactions may not successfully reduce the currency risk included in the Fund's portfolio. The effectiveness of the Fund's currency hedging strategy will also generally be affected by the volatility of both the securities included in the Fund’s portfolio , and the volatility of the B ase C urrency of the Fund relative to the currencies to be hedged. Increased volatility may reduce the effectiveness of the Fund's currency hedging strategy and may impact the costs associated with hedging transactions. The effectiveness of the Fund's currency h edging strategy and the costs associated with hedging transactions may also in general be affected by interest rates. There can be no assurance that the Fund's hedging transactions will be effective. The effectiveness of a Fund's currency hedging strategy will also generally be affected by the volatility of both its Underlying Assets (or as the case may be, its Eligible Assets) , and the volatility of the Fund’s Base Currency rela tive to the currencies to be hedged. Increased volatility can reduce the effectiveness of the Fund's currency hedging strategy. Significan t differences between a Fund’s Base Currency interest rates and foreign currency interest rates may further impact the effectiveness of the Fund's currency hedging strategy. The Fund will bear the costs associated with any such hedging transaction, regardl ess of any gain or loss experienced on the hedging transaction.
There can be no guarantee that the Investment Manager will be successful in such hedging activities and unsuccessful hedging activities may have a material impact on Unit holder’s
returns. Recent regulatory changes in a number of jurisdictions require that certain currency transactions be subject to collateral requirements. These changes could increase the costs to a Fund of entering into currency transactions.
Currency Risk : Investments in issuers in different countries are often denominated in currencies different from a Fund’s Base Currency. Changes in the values of those currencies relative to a Fund’s Base 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 Base 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 signifi cant adverse effects on currency and financial markets, and on the values of the Fund’s portfolio investments. Some of the Funds may 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 di fficulties 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. Such Fund s may be adversely impacted by these developments and effects, which may include a significant devaluation of the securities in which
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such Fund s invest and/or a situation whereby any such 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.
Cybersecurity Risk: With the increased use of technologies such as the Internet and the dependence on computer systems to perform business and operational functions, funds (such as the Trust ) and its service providers (including the Investment Manager) may be prone to operational and information security risks resulting from cyber - attacks and/or technological malfunctions. In general, cyber attacks are deliberate, but unintentional events may have similar effects. Cyber - attacks include, among others, steali ng or corrupting data maintained online or digitally, preventing legitimate users from accessing information or services on a website, releasing confidential information without authorization, and causing operational disruption. Successful cyber attacks ag ainst, or security breakdowns of, the Manager or the Depositary, a sub - custodian, Central Administrator, or other affiliated or third party service providers may adversely affect the Trust or its Unit holders. For instance, cyber attacks or technical malfunctions may interfere with the processing of Unit holders’ or other transactions, affect a Fund’s ability to calculate its NAV, cause the release of private Unit holder information or confidential Trust and/or Fund information, impede trading, cause reputational damage, and subject the Trust to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and additional compliance costs. Cyber - attacks or technical malfunction s may render records of Trust assets and transactions, Unit holder ownership of Units , and other data integral to the functioning of the Trust and each Fund inaccessible or inaccurate or incomplete. The Trust may also incur substantial costs for cybersecurity risk management in order to prevent cyber incidents in the future. The Trust and its Unit holders could be negatively impacted as a result. While the Investment Manager, Depositary and Administrator have established business continuity plans and
systems designed to minimize the risk of cyber attacks through the use of technology, processes and controls, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified given the evolving nature of this threat. The Trust relies on third - party service providers for many of its day - to - day operations, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Trust from cyber - attack. Similar types of cybersecurity risks or technical malfunctions also are present for issuers of securities in which a Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund’s investment in s uch securities to lose value.
Depositary and Custodial Risk: There are risks involved in dealing 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 AIFMD Directive and AIFMD R egulations ) 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 insolve ncy 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 Trust’s assets. See also “ Conflicts of Interest Risk ” above.
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
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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 ret urn 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 underl ying 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 F und’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 obligations paying interest at lower rates. During periods of falling interest rates, the income received by a Fund may decline. Changes in interest rates will likely have a greater effect on the values of debt securities of longer dura tions. 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 unable 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 credit 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 obligations 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 limi ted 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 charact eristics 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, including the po ssibility that the issuers may be unable to make timely payments of interest and principal and thus default. Consequently, there can be no 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.
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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 pa ying 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 interest 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 i nterest 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 chang es, 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 cha nges 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 market s generally and could have a substantial and immediate effect on the values of a Fund’s investments.
• Below Investment Grade Securities Risk: In the unlikely event that a Fund is exposed to the s ecurities rated below investment - grade and unrated securities of comparable credit quality (commonly known as “high - yield bonds” or “junk bonds”) , the Unit holders should be aware that such securities lack strong investment characteristics, are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments, and are subject to greater levels of credit, liqu idity and market risk than higher - rated securities. Such securities can involve a substantially greater risk
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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 possibi lity 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 w ere 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 difficu lt 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 pr eferred 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 receivab les 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, resulting 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 marke t 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. Howeve r, 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 result in a decline in the value of a Fund ’s portfolio.
Derivatives Risk: The Fund s may use derivative instruments for both efficient portfolio management and for investment purposes. Each Fund’s Relevant Supplement will indicate
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if and how the Fund intends to use derivative instruments. A Fund’s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities.
A derivative is a financial contract the value of which depends on, or is derived from, the value of an underlying asset, interest rate, or index. Derivative transactions typically involve leverage and may have significant volatility. It is possible that a derivative transaction will result in a loss greater than the principal amount invested, and a Fund may not be able to close out a derivative transaction at a favourable time or price. Risks associated with derivative instruments include potential changes in value in response to interest rate changes or other market developments or as a result of the counterparty’s credit quality; the potential for the derivative transaction not to have the effect the Investment Manager anticipated or a different or less f avourable effect than the Investment Manager anticipated; the failure of the counterparty to the derivative transaction to perform its obligations under the transaction or to settle a trade; possible mispricing or improper valuation of the derivative instr ument; imperfect correlation in the value of a derivative with the asset, currency, rate, or index underlying the derivative; the risk that the Fund may be required to post collateral or margin with its counterparty, and will not be able to recover the col lateral or margin in the event of the counterparty’s insolvency or bankruptcy; the risk that a Fund will experience losses on its derivatives investments and on its other portfolio investments, even when the derivatives investments may be intended in part or entirely to hedge those portfolio investments; the risks specific to the asset underlying the derivative instrument; lack of liquidity for the derivative instrument, including without limitation absence of a secondary trading market; the potential for r educed returns to the Fund due to losses on the transaction and an increase in volatility; the potential for the derivative transaction to have the effect of accelerating the recognition of gain; and legal risks arising from the documentation relating to t he derivative transaction.
EMIR and OTC D erivatives contract risk. As a result of the European regulation commonly referred to as the European Market Infrastructure Regulation or “EMIR”, OTC D erivatives markets have been and will be subject to significant regulation, potentially including, without limitation, increased margin requirements, mandatory reporting, centralised clearing and execution of transactions. These regulations may result in i ncreased costs, reduced profit margins and reduced investment opportunities, all of which m ay negatively impact the performance of the Funds.
EMIR imposes certain requirements to collateralise derivative transactions that are not cleared through a clearing house or traded on an exchange, including FX forward transactions and certain OTC D erivatives . As a result, collateral may need to be exchanged between a Fund and trading counterparties to cover daily mark - to - market exposures of either party under such transaction s . This may necessitate the amendment of the existing OTC D erivative contracts which would result in additional costs. The variation margin rules will also require certain haircuts to be applied to collateral received for OTC D erivative contracts, which will vary depending on the issuer, credit rating, currency and residual maturity of the collateral. As the variation margin rules are likely to result in an increase in the level of its assets which a Fund will be required to ret ain in cash or very liquid assets in order to have available for use as collateral, this could result in a reduced proportion of the Fund’s assets being available for allocation to the Fund’s investment policy.
While some of the obligations under EMIR have come into force, a number of the requirements are subject to phase - in periods. As a consequence, it is as yet unclear how the derivatives markets will adapt to the new regulatory regime. Accordingly, it is diff icult to predict the full impact of EMIR on the Trust , although this may include an increase in the overall costs of entering into and maintaining OTC D erivative contracts.
Errors, Error Correction Policies and Unit holder Notification : The Manager , in consultation with the Depositary, will consider any breaches of investment objective, policies or restrictions and any errors in the calculation
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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 Trust or the Unit holders.
The Manager , may, in its sole discretion, authorise the correction of errors, which may impact the processing of subscriptions for and redemptions of Units . The Manager 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 Trust or Unit holders will be paid. In addition, subject to policies approved by the Manager consistent with applicable law, not all mistakes will result in compensatable errors. Accordingly, Unit holders who purchase or redeem Units 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.
Unit holders 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 Unit s they hold or NAV at which such Unit s were issued, or to the redemption monies paid to such Unit holder.
FATCA Risk: The Trust will require Unitholders to certify information relating to their status for FATCA purposes and to provide other forms, documentation and information in relation to their FATCA status. The Trust may be unable to comply with its FATCA obligations if Unitholders do not provide the required certifications or information. In such circumstances, the Trust could become subject to US FATCA withholding tax in respect of its US source income if the US Internal Revenue Service specifically identified the Trust as being a ‘non - participating financial institution’ for FATCA purposes. Any such US FATCA withholding tax would negatively impact the financial performance of the Trust and all Unitholders may be adversely affected in such circumstances.
Financial Institution Risk : Some instruments in which a Fund directly or indirectly 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. F inancial institutions may be particularly sensitive to certain economic factors such as interest rate changes, a dverse 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 d ifferent industries or have a smaller exposure to financial institutions. Changes in governmental regulation and oversight of financial institutions may have an adverse effect on the financial condition or the earnings or operations of a financial institut ion 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 an d 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.
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Index Risk: It is possible that an I ndex referenced by the Investment Manager in relation to any Fund or Underlying Asset or as the case may be, Eligible Asset will be terminated or may be disputed, impaired or cease to remain in effect . In such a case, the Investment Manager may be required to replace the referenced I ndex with another index which it considers to be appropriate in light of the investment strat egy of the applicable Fund and the purpose of such referencing. The use of and/or transition to any such subs titute I ndex may have an adver se impact on such Fund’s performance. In the event that the Investment Manager is unable to identify a suitable replacement for the relevant I ndex , the Fund may be closed.
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 . Inflation - Indexed Securities Risk: The principal amount of an inflation - indexed security typically increases with inflation and decreases with deflation, as measured by a specified index. It is possible that, in a period of declining inflation rates, a Fund could receive at maturity less t han the initial principal amount of an inflation - indexed security. Depending on the changes in inflation rates during the period a Fund holds an inflation - indexed security, such Fund may earn less on the security than on a conventional bond. In relation to actively managed strategies in particular, changes in the values of inflation indexed securities may be difficult to predict, and it is possible that an investment in such securities will have an effect different from that anticipated by the Investment Ma nager. The principal amounts of inflation indexed securities are typically only adjusted periodically and changes in the values of the securities may only approximately reflect changes in inflation rates and may occur substantially after the changes in inf lation rates in question occur.
. Investment Risk: Investment risk includes the possible loss of the entire amount of capital that
a Unit holder invests. The value of securities and other investments held by the Fund may increase or decrease, at times rapidly and unexpectedly. Unit holders’ investments in a Fund may at any point in the future be worth less than their original investments. Accordingly, it is important that Unit holders periodically evaluate their investments in a Fund.
Investment Style Risk – Geographic Focus U nited K ingdom : The Funds will concentrate investment exposure on the UK and, consequently, such Fund's performance is expected to be closely tied to the social, political, and economic conditions within that country and its exposure to related risks could make its performance more volatile than the performance of more geograp hically diversified funds. The UK has one of the largest economies in Europe and the U.S. and other European countries are substantial trading partners of the UK . As a result, the UK economy may be impacted by changes to the economic condition of the U.S. and other European countries. The UK economy, along with certain other EU economies, experienced a significant economic slowdown during the recent financial crisis and certain British financial institutions suffered significant losses, were severely under - capitalized and required government intervention to survive. The UK economy relies heavily on the export of financial services to the U.S. and other European countries and, therefore, a prolonged slowdown in the financial services sector may have a negativ e impact on the UK economy. Continued governmental involvement or control in certain sectors may stifle competition in certain sectors or cause adverse effects on economic growth. In the past, the UK has been a target of terrorism. Acts of terrorism in the UK or against British interests abroad may cause uncertainty in the UK financial markets and adversely affect the performance of the issuers to which the Fund has exposure.
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
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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 val ues of the Funds’ investments.
.
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 Unit holder risk: To the extent a large proportion of the Units of a Fund are held by a small number of Unitholders (or a single Unitholder ), including funds or accounts over which the Investment Manager has investment discretion, a Fund is subject to the risk that these Unitholders will purchase or redeem their Units 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 suspensions and gates.
Leveraging Risk: Certain transactions, including, for example, ce rtain derivatives transactions will 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 other risks will tend to be compounded including that a decrease in the value of the asset to which the Fund has exposure may result in a greater decrease i n the value of the Fund. 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 unlimited loss, regardless of the size of the initial investment. The use of leverage may cause the Fund to liquidate posi tions 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.
Libor risk : The London Inter - bank Offered Rate (“LIBOR”) is the average of interest rates estimated by leading banks in London, based on what they would be charged to borrow from other banks. The Funds may undertake transactions in instruments that are valued using LI BOR rates or enter into contracts which determine payment obligations by reference to LIBOR for risk reducing and efficient portfolio management purposes. In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced its inten tion to phase out LIBOR and has now ceased publishing all LIBOR settings other than 1 - , 3 and 6 - month synthetic US dollar LIBOR settings that are planned to cease at the end of September 2024. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR. There remains uncertainty regarding the adoption of these replacement rates. The replacement and discontinuation of LIBOR introduce d challenges and uncertainties for market participants that hold financial transactions o r investments referencing LIBOR. The replacement and discontinuation of LIBOR may affect the value, liquidity or return of certain transactions and investments. In addition, any substitute reference rate and any pricing adjustments imposed by a regulator or by counterparties, may not be suitable for a Fund, resulting in costs incurred to close out positions and place replacement trades.
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 an y of the Funds in their overall investment programme. See further Suitability Risk below.
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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 that 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 a ddition, 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 Permitted Illiquid Securities accurately. The market fo r 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 exp enses 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 transact ion or to enter into any offsetting transaction with respect to an open position, which might adversely affect its performance.
The Manager employs an appropriate liquidity risk management process, which takes into account financial derivative instrument 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 re demption requests that it receives or the Manager may
determine that the circumstances are such that meeting some or all of such requests is not in the best interests of the Unit holders in a Fund as a whole. In such circumstances, the Manager may take the decision to apply the redemption gate provisions described in the “ Redemption – Redemption limits ” section of this Prospectus or suspend dealings in the relevant Fund as described in the “ Valuation and Calculation of NAV – Temporary Suspension of NAV Calculation and Dealings ” section of this Prospectus.
Low Short - Term Interest Rates: At the date of this Prospectus, short - term interest rates are at historically low levels, and so any F und that significantly invests in Money Market Funds may experience low yield . It is possible that any such Fund will generate an insufficient amount of income to pay its expenses, and that it will not be able to pay dividends and may have a negative yield (i.e., it may lose money on an operating basis). It is possible that any such Fund will maintain a substantial portion of its assets in cash, on which it would earn little, if any, income.
LVNAV MMF Valuation Risk: LVNAV MMFs currently use the amortised cost valuation method to value their investments. The amortised cost valuation method initially prices an instrument at its cost and thereafter assumes a constant amortisation to maturity of any discount or premium, r egardless of the impact of fluctuating interest rates or the market value of the instrument. Use of the amortised cost valuation method generally allows the relevant LVNAV MMF to maintain a Stable NAV per Share. It is possible und er certain circumstances that LVNAV MMFs will not be able to maintain a Stable NAV per Share and their NAV will fluctuate
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 investment in interna tional 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
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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 Unit holder’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. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, or other events could have a significant impact on a Fund and its investments. 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 and related geopolitical events have led and in the future may lead to increased short - term market v olatility 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 ma rkets. 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 fact ors 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 marke ts 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 in vestments held on behalf of the Trust . 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.
Russia Sanctions Risk : Sanctions threatened or imposed by a number of jurisdictions, including the United States, the EU and the United Kingdom, and other intergovernmental actions that have been or may be undertaken in the future, against Russia, Russian entities or Russian ind ividuals, may result in the devaluation of Russian currency, a downgrade in the country's credit rating, an immediate freeze of Russian assets, a decline in the value and liquidity of Russian securities, property or interests, and/or other adverse consequences to the Russian economy or a Fund. The scope and scale of sanctions in place at a particular time may be expanded or otherwise modified in a way that have negative effects on a Fund. Sanctions, or the threat of new or modified sa nctions, could impair the ability of a Fund to buy, sell, hold, receive, deliver or otherwise transact in certain affected securities or other investment instruments. Sanctions could also result in Russia taking counter measures or other actions in respons e, which may further impair the value and liquidity of Russian securities. These sanctions, and the resulting disruption of the Russian economy, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of a Fund, even if a Fund does not have direct exposure to securities of Russian issuers. As a collective result of the imposition of san ctions, Russian government countermeasures and the impact
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that they have had on the trading markets for Russian securities, certain Funds have used, and may in the future use, fair valuation procedures approved by the AIFM to value certain Russian securities, which could result in such securities being deemed to have a zero value .
Money Market Fund Investment Risk: Each Fund may invest in LVNAV MMFs including in excess of 100%. If the Stable NAV per Share of an LVNAV MMF 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 LVNAV MMF.
If the market value of investments held by a LVNAV MMF into which a Fund invests changes substantially, the relevant LVNAV MMF may not be able to maintain a Stable NAV per Share. This risk typically is higher during periods of rapidly changing interest rat es or when issuer credit quality generally is falling, and is made worse when the LVNAV MMF experiences significant redemption requests. Where that LVNAV MMFs’ weekly liquidity falls below and daily redemptions exceed certain thresholds, a LVNAV MMF may im pose liquidity fees on redemptions, redemption gates or suspension of redemptions, impacting any invested Fund’s ability to redeem its holding in the LVNAV MMF. If such suspension exceeds certain duration the LVNAV MMF shall automatically cease to be a LVN AV MMF.
Money Market Fund Regulation Risk: The European Commission and Parliament have implemented regulatory changes that will affect the structure and operation of M oney M arket F unds. The revised regulations impose specific liquidity requirements on M oney M arket F unds, permit (and in some cases require) M oney M arket F unds to impose liquidity fees on redemptions, gates or suspensions restricting redemptions from the Money Market F unds. There are a number of other changes under the revised regulations that relate to diversification, disclosure, reporting and stress testing requirements. These changes could significantly affect the Money M arket F und industry generally and the operation or
performance of a MMF into which a Fund invests specifically and may have significant adverse effects on such MMF’s investment return and its liquidity therefore impacting any Fund invested into such MMF . See “ Risk of Investments in other UCIs ” below.
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 Trust is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which may be available to protect the holder of a bank deposit account. The value of Unit s may go down as well as up a nd investors may not get back any of the amount invested.
OTC Clearing Risk: Certain derivatives transactions entered into by a Fund will be required to be centrally cleared. In a cleared derivatives transaction, a Fund’s counterparty to the transaction is a central derivatives clearing organi s ation or clearing house rather than a bank or dealer. A Fund will typically clear derivatives transactions through clearing members that are futures commission merchants and members of the clearing houses. A Fund will make and receive payments owed under c leared derivatives transactions (incl uding margin payments) through its accounts at clearing members. A Fund’s clearing members guarantee a Fund’s performance of its obligations to the clearing house. In contrast to bilateral derivatives transactions, clearing members can generally require te rmination of existing cleared derivatives transactions at any time or increase the amount of margin required to be provided by a Fund to the clearing member for any new or existing cleared derivatives transaction above the amount of margin required by the clearing house or clearing member. Any such termination or increase could result in losses to a Fund on its cleared derivatives position. Also, a Fund is subject to execution risk in respect of cleared derivatives transactions, because it is possible that no clearing member will be willing to clear a particular transaction on Fund’s behalf. In that case, the transaction might have
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to be terminated and a Fund could lose some or all of the benefit of any increase in the value of the transaction after the time of the trade. In addition, the documentation governing the relationship between a Fund and a clearing member that is drafted by the clearing members is generally not negotiable and therefore less favourable to a Fund than typical bilateral derivatives documentation. These and other new rules and regulations could, among other things, restrict a Fund’s ability to engage in or incre ase the cost to a Fund of derivatives transactions and could make the use of derivatives by the Fund impractical or generally undesirable. These regulations are new and evolving so their potential impact on a Fund and the financial system are not yet known . While the new regulations and central clearing of some derivatives transactions are designed to reduce systemic risk, there is no assurance that the new clearing mechanisms will achieve that result and in the meantime, as noted above, central clearing ex poses Funds to new kinds of risks and costs.
Provisional Allotment Risk: As the Manager may provisionally allot Units to proposed investors prior to receipt of the requisite subscription monies for those Units , the Fund may suffer losses as a result of the non payment of such subscription monies.
Repurchase A greements: 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 counterparty’s willingness and ability to perform its obligatio ns 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 value of the collateral is insufficient, a Fund may realize a los s.
Risks relating to the Umbrella Fund Structure: The Trust is structured as an umbrella fund with segregated 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 Trust 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 UCI, 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 co uld result in its value being more volatile than the underlying portfolio of securities and may limit the ability of the Fund to sell or redeem its interest in the UCI at a time or at a price it might consider desirable an d 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 units 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 Man ager 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 its affiliates may receive fees based on the amount of assets inve sted in the UCI. Investment by a Fund in the UCI may be beneficial to the Investment Manager or an affiliate in the management of the UCI, by helping to achieve economies of scale or enhancing cash flows. Due to this and other factors, the Investment Manag er 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 differen t 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 oth er
Page 47
47 45763123.46
Information Classification: General
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. See also Money Market Fund Investment Risk above.
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 implementa tion, 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 ph ase, 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 establish ed 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 an d the Website are subject to change and may no longer apply.
Sustainability Risks: A Fund will indicate that it integrates or does not integrate Sustainability Risk in its Relevant Supplement. 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 managemen t 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 Su stainability 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 Net Asset Value 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/ Sovereign 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 forei gn 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
Page 48
48 45763123.46
Information Classification: General
be unable to pursue legal action against the 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 instrument alities, 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.
Suitability Risk: Where a Fund provides for Capital Calls, an investor should only invest if it has the financial ability to do so for a substantial period of time. Such a Fund has been designed to meet long - term financial goals and is not suitable as a short - term investmen t or as a vehicle for frequent trading. See “ Mandatory Redemptions ” below in the Prospectus.
UNLESS OTHERWISE SEPARTELY AGREED IN WRITING, NEITHER THE MANAGER NOR ANY AFFILATE OF THE MANAGER WILL ASSESS THE INDIVIDUAL SUITABILITY OF ANY QUALIFYING INVESTOR’S INVESTMENT INTO OR ALLOCATION TO THE FUND(S)TO MEET CASHFLOW LIABILITIES SPECIFIC TO THAT INVESTOR.
EACH INVESTOR SHOULD CONSULT A STOCKBROKER, BANK MANAGER, LAWYER, ACCOUNTANT, INVESTMENT CONSULTANT OR OTHER FINANCIAL ADVISER FOR INDEPENDENT ADVICE IN RELATION TO: (A) THE SUITABILITY OF AN INVESTMENT INTO THE FUNDS FOR THE INVESTOR (B) THE SUITABILITY OF THE ALLOCATION TO THE FUNDS IN ORDER TO MEET THE INVESTOR’S UNDERLYING CASH FLOW LIABILITIES (C) THE LEGAL REQUIREMENTS WITHIN THEIR OWN COUNTRIES FOR THE PURCHASE, HOLDING, EXCHANGING, REDEEMING OR DISPOSING OF UNITS; ( D ) ANY FOREIGN EXCHANGE RESTRICTIO NS TO WHICH THEY ARE SUBJECT IN THEIR OWN COUNTRIES IN RELATION TO THE PURCHASE, HOLDING, EXCHANGING,
REDEEMING OR DISPOSING OF UNITS; ( E ) THE LEGAL, TAX, FINANCIAL OR OTHER CONSEQUENCES OF SUBSCRIBING FOR, PURCHASING, HOLDING, EXCHANGING, REDEEMING OR DISPOSING OF UNITS; AND ( F ) THE PROVISIONS OF THIS PROSPECTUS. UNLESS OTHERWISE AGREED I N WRITING, NONE OF THE MANAGER OR ANY OF ITS AFFILIATES UNDERTAKES TO GIVE ADVICE IN A FIDUCIARY CAPACITY IN CONNECTION WITH THE OFFER AND SALE OF UNITS IN THE TRUST OR AN Y FUND.
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 Trust 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 Unit holders.
The availability and value of any tax reliefs available to Unit holders depend on the individual circumstances of each Unit holder. The information in the “ Tax Information ” section is not exhaustive and does not constitute legal or tax advice. Prospective Unit holders 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, t he Trust , the relevant Fund, the Investment Manager, the Depositary and the Administrator shall not be liable to account to any Unit holder for any payment made or suffered by the Trust or the relevant Fund in good faith to a fiscal authority for taxes or other
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