Semi-Annual Report 31 March 2015 United Kingdom
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Schroder GAIA Semi-Annual Report 31 March 2015 United Kingdom R.C.S. Luxembourg B 148.818 Schroder GAIA Société d’Investissement à Capital Variable (SICAV) Semi-Annual Report 31 March 2015 No subscriptions can be received on the basis of periodical reports. Subscriptions are valid only if made on the basis of the current prospectus accompanied by the last available annual report or semi-annual report if published thereafter. Annual and semi-annual reports, the current prospectus and the Articles of Incorporation of Strategic Solutions (the ‘Company’) are available, free of charge, at the Company’s registered office, 5, rue Höhenhof, L-1736 Senningerberg, Grand Duchy of Luxembourg. Schroder GAIA Semi-Annual Report 31 March 2015 Page 5 Contents Schroder GAIA ...................................... 7 Information Addressed to UK Investors .................. 8 Board of Directors ................................... 9 Administration ...................................... 10 Directors’ Report .................................... 11 Investment Manager’s Report .......................... 12 Notes to the Financial Statements ...................... 13 Statement of Net Assets .............................. 29 Distribution of Investments by Industry . 33 Portfolio of Investments Schroder GAIA Cat Bond . 35 Schroder GAIA Egerton Equity . 36 Schroder GAIA Global Macro Bond . 37 Schroder GAIA KKR Credit * . 39 Schroder GAIA Paulson Merger Arbitrage . 40 Schroder GAIA QEP Global Absolute . 40 Schroder GAIA Sirios US Equity . 46 Appendix I - TER .................................... 47 * Please refer to the Directors' Report for the details of all corporate actions that occurred during the period under review. Schroder GAIA Semi-Annual Report 31 March 2015 Page 7 Schroder GAIA The Company Schroder GAIA (the ‘Company’) is an umbrella structured open-ended investment company with limited liability, organised as a ‘société anonyme’ and qualifies as a SICAV under Part I of the Law of 17 December 2010 amended. The Company was incorporated on 21 October 2009 and its Articles were published in the Mémorial on 12 November 2009 and amended on 28 October 2011. This report covers the period from 1 October 2014 to 31 March 2015. The financial statements are prepared in accordance with Luxembourg regulations relating to undertakings for collective investment. The last day on which prices were calculated was 31 March 2015, the last working day of the period under review. At the date of this report, seven Funds are available for investment. Please refer to the current prospectus for the investment objectives of the Funds as well as details of investment restrictions. The Investment Manager’s report for each Fund can be found in the quarterly investment reports, which can be obtained from the Company’s registered office and are also available on the website of Schroder Investment Management (Luxembourg) S.A. (http://www.schroders.lu). Schroders is a FATCA compliant organisation. The FATCA classification of this entity and its GIIN is as follows: FATCA entity classification: FFI; Sponsoring entity: Schroder Investment Management (Luxembourg) S.A.; Sponsoring entity GIIN: 4RIMT7.00000.SP.442. Corporate Governance The Company is subject to corporate governance based on: 1. Its obligations as defined by the UCITS Directive 2009/65/EC dated 13 July 2009, as implemented in Luxembourg law which is available for inspection at the registered office of the Company at 5, rue Hohenhof, L-1736 Senningerberg, Grand Duchy of Luxembourg. 2. Its Articles of Incorporation which are available for inspection at the registered office of the Company and at the Luxembourg corporate and trade register, Registre de Commerce et des Sociétés (‘RCSL’). 3. The obligations in respect of the management of the Company, for which the Company has appointed Schroder Investment Management (Luxembourg) S.A., which is subject to the requirements of the Management Company Directive 2010/43/EC, as implemented in Luxembourg law. 4. The Association of the Luxembourg Fund Industry (‘ALFI’) code of conduct, which the Company has voluntarily adopted. Internal Control and Risk Management Systems The Board of Directors is responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company's financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board of Directors has contracted with the Management Company to put procedures in place to ensure all relevant accounting records are properly maintained and are readily available, including the production of annual and semi-annual reports. The annual and semi- annual reports of the Company are required to be approved by the Board of Directors of the Company and filed with the Commission de Surveillance du Secteur Financier (‘CSSF’) and in the case of the annual reports, with the RCSL. The annual statutory financial statements are required to be audited by independent auditors who report to the Board of Directors on their findings. The Board meets at least four times a year and ensures that the Company maintains high standards of integrity and control in its operations and that it possesses adequate governance and means of control as law and regulation demand. Page 8 Schroder GAIA Semi-Annual Report 31 March 2015 Information Addressed to UK Investors Copies of the prospectus, simplified prospectus, articles of association, annual and semi annual reports, details of arranging redemption and obtaining payment, and the sale and purchase price of the Company’s shares can be obtained from: Schroder Investment Management Limited 31, Gresham Street London EC2V 7QA Tel: 020 7658 4522 Fax: 020 7658 3512 Any enquires relating to the Company or anyone wishing to make a complaint should also contact Schroder Investment Management Limited at the above address. Schroder GAIA Semi-Annual Report 31 March 2015 Page 9 Board of Directors Chairman — Eric Bertrand Director Vault 14, Level 2 Valletta Waterfront Floriana FRN 1914 Malta Directors — Daniel de Fernando Garcia Independent Director Serrano 1 28001 Madrid, Spain — Claude Kremer Partner Arendt & Medernach 14, rue Erasme 2082 Luxembourg, Grand Duchy of Luxembourg — Achim Kuessner Country Head Germany, Austria & CEE Schroder Investment Management GmbH Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main, Germany — Ketil Petersen Country Head Nordic Region Schroders Denmark Filial af Schroder Investment Management (Luxembourg) S.A. Store Strandstraede 21 1255 Copenhagen K, Denmark — Georges-Arnaud Saier* Independent Director Blue Tower 326, Avenue Louise 1050 Brussels, Belgium — Carlo Trabattoni Head of Pan European Intermediary Distribution and GFIG Schroder Investment Management Limited 31, Gresham Street London EC2V 7QA, United Kingdom — Mike Champion Head of Product Development Schroder Investment Management Limited 31, Gresham Street London EC2V 7QA, United Kingdom — Marie-Jeanne Chevremont-Lorenzini Independent Director 37C Avenue J.F. Kennedy 1855 Luxembourg, Grand Duchy of Luxembourg * Georges-Arnaud Saier changed his address with effect from 3rd December 2014. Page 10 Schroder GAIA Semi-Annual Report 31 March 2015 Administration Registered Office 5, rue Höhenhof, 1736 Senningerberg, Grand Duchy of Luxembourg Management Company, Domiciliary Schroder Investment Management (Luxembourg) S.A. Agent, Principal Paying Agent, 5, rue Höhenhof, 1736 Senningerberg, Grand Duchy of Luxembourg Registrar and Transfer Agent Brown Brothers Harriman (Luxembourg) S.C.A. Custodian and Fund Administrator 2-8, Avenue Charles de Gaulle, 2014 Luxembourg, Grand Duchy of Luxembourg Principal Legal Adviser Arendt & Medernach 14, rue Erasme, 2082 Luxembourg, Grand Duchy of Luxembourg Auditor PricewaterhouseCoopers, Société coopérative 2, rue Gerhard Mercator, B.P. 1143, 1014 Luxembourg, Grand Duchy of Luxembourg Investment Managers KKR Credit Advisors (UK) LLP Level 25, Heron Tower, 110 Bishopsgate, London EC2N 4AY, United Kingdom Schroder GAIA KKR Credit* Egerton Capital (UK) LLP Stratton House, 5 Stratton Street, London W1J 8LA, United Kingdom Schroder GAIA Egerton Equity Paulson & Co Inc. 1251 Avenue of the Americas, New York NY 10020, United States Schroder GAIA Paulson Merger Arbitrage* Schroder Investment Management Limited 31, Gresham Street, London EC2V 7QA, United Kingdom Schroder GAIA QEP Global Absolute* Schroder GAIA Global Macro Bond Schroder Investment Management (Switzerland) AG Cntral 2, CH-8021 Zurich, Switzerland Schroder GAIA Cat Bond* Sirios Capital Management L.P. One International Place, Boston MA, 02110, United States. Schroder GAIA Sirios US Equity * Please refer to the Directors’ Report for the details of all corporate actions that occurred during the period under review. Schroder GAIA Semi-Annual Report 31 March 2015 Page 11 Directors’ Report Introduction The directors of the Company submit their report and the audited financial statements for the period ended 31 March 2015. Activities during the period On 31 March 2015, the total net assets of the Company were EUR 4,800,053,961 compared to EUR 4,242,092,983 on 30 September 2014, representing an increase of 13.15%. The following share class was made available during the period: 29 October 2014 Schroder GAIA Paulson Merger Arbitrage C Dis shares During the period under review, 2 share classes were