196819 Both Listed UK AllShare A21 v8.qxp 15/09/2021 08:31 Page 1

PHOENIX UNIT TRUST MANAGERS

MANAGER’S ANNUAL REPORT For the year: 16 May 2020 to 15 May 2021

PUTM BOTHWELL UK ALL SHARE LISTED EQUITY FUND 196819 Both Listed UK AllShare A21 v8.qxp 15/09/2021 08:31 Page 2 196819 Both Listed UK AllShare A21 v8.qxp 15/09/2021 08:31 Page 3

Contents

Investment review* 2-3

Portfolio of investments* 4-18

Top ten purchases and sales 19

Statistical information* 20-23

Statements of total return & change in net assets attributable to unitholders 24

Balance sheet 25

Notes to the financial statements 26-36

Distribution tables 37

Responsibilities of the manager and the trustee 38

Trustee’s report and directors’ statement 39

Independent auditor’s report 40-42

Appendix 43

Corporate information* 44-46

*These collectively comprise the Authorised Fund Manager’s Report.

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Investment review

Dear Investor Performance Review Welcome to the PUTM Bothwell UK All Share Listed Over the review period the PUTM Bothwell UK All Share Equity Fund report for twelve months to 15th May 2021. Listed Equity Fund returned 29.8%. (Source: BNP IRP, EOD Pricing, Gross of AMC, GBP). This is compared to its Benchmark Index return of 29.7%. (Source: FTSE All Share Total Return).

In the table below, you can see how the Fund performed against its benchmark index over the last five discrete one-year periods.

Standardised Past Performance 01/01/20- 16/05/19- May 20-21 15/05/20 09/12/19 May 18-19 May 17-18 May 16-17 % growth % growth % growth % growth % growth % growth

PUTM Bothwell UK 29.8 -22.7 1.9 -4.2 9.2 23.9 All Share Listed Equity Fund

Benchmark Index 29.7 -23.1 3.1 -2.2 8.0 25.4

Source: Fund performance is Aberdeen Standard Investments, Benchmark Index performance is Datastream, FTSE ALL Share Index up to 09/12/2019. From 01/01/2020 onwards, fund performance source is Henderson Global Investors, Fund performance is gross of AMC, GBP, based upon end of day pricing. Benchmark Index performance is FTSE All Share Total Return.

Past performance is not a guide to future performance. Please note that all past performance figures are calculated without taking the initial charge into account. The value of units and the income from them can go down as well as up and is not guaranteed. You may not get back the full amount invested.

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Investment review

Portfolio and Market Review Market Outlook The FTSE All-Share Index rallied close to 30% in sterling The pandemic has had a devastating effect on the UK, terms over the 12 months, as investors drew not just in terms of the huge loss of life but also the encouragement from the development of Covid-19 damage caused to the economy and government vaccines and their roll-out across the world, the massive finances. Nevertheless, the outlook is somewhat positive, fiscal and monetary stimulus measures unleashed to now that effective Covid-19 vaccines are being rolled out mitigate the effects of the pandemic, and signs of across the world. The success of the UK’s vaccination economic recovery. After an initial rally, UK Equities came program has allowed the government to lay out plans for under some pressure in the summer and autumn months reopening the economy. These plans are, however, as the government announced England’s second national cautious and reflect the ongoing danger posed by Covid- lockdown, before the positive vaccine news triggered a 19 – the emergence of new mutant strains of the virus strong rally towards the end of 2020. The rebound was and the threat of reduced vaccine efficacy being the main supported by the announcement that the UK and the concerns. Another worry is how central banks and European Union (EU) had agreed a trade deal. Shares governments will respond now that the world is gradually came under pressure again, however, early in 2021 as a returning to some kind of normality. Their largesse has third national lockdown was imposed in England, underpinned much of the strength in equity markets although they recovered as infections and deaths declined since the rebound that began in April, although it is also and as the government eased some restrictions. expected to stoke inflation. The prospect of accelerating Growing concerns about rising inflation exerted some inflation has made investors increasingly nervous that downward pressure in the final months of the reporting authorities will start to tighten policy sooner than period – the annual inflation rate rose to 1.5% in April previously expected – as evidenced by the rise in 2021 from just 0.5% in May 2020. The UK economy government bond yields in February. Although we are contracted by a record 9.8% in 2020 as a result of the unlikely to return to the wild swings endured over the pandemic and shrank by 1.5% over the first quarter of past year, the ride is likely to remain bumpy for some 2021. time yet.

The fund performed broadly in line with its benchmark during the period, returning 29.8% vs the FTSE All Share Total Return of 29.7%. The strategy is managed on an enhanced index basis and maintains a core exposure to the UK equity market. It seeks to add incremental value on top of that core by implementing three investment strategies: Fundamental, Event Driven and Relative Va lue. Within the Fundamental strategy performance was mixed as the strategy initially experienced headwinds; however, it has performed strongly after the vaccine announcement and Brexit agreement. The Event Driven strategy benefited from a pick-up corporate activity, while the Relative Value strategy benefited from new issuance within convertible positions; however, volatility in capital structure positions meant they were broadly neutral.

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 %

Bonds (15/05/20 – 0.26%) 0.45 £6,500,000 International Consolidated Airlines 1.125% 18/05/2028 5,523 0.14 £10,700,000 Vodafone Group 1.5% 12/03/2022 12,504 0.31 UK Equities (15/05/20 – 87.61%) 87.41 Aerospace & Defence 1.42 52,043 1,591 0.04 5,200,139 BAE Systems 27,311 0.69 352,779 1,057 0.03 1,342,419 6,696 0.17 1,091,401 QinetiQ 3,632 0.09 12,425,879 Rolls-Royce 13,373 0.34 114,606 Holdings 2,347 0.06 Automobiles & Parts 0.08 95,488 Lagonda Global Holdings 1,868 0.05 375,563 TI Fluid Systems 1,070 0.03 Banks 7.66 28,689,070 Barclays 51,841 1.30 2,140,389 CYBG 4,267 0.11 34,110,090 HSBC Holdings 153,052 3.85 118,641,409 Lloyds Banking Group 57,244 1.44 8,278,789 NatWest Group 15,982 0.40 4,266,374 Standard Chartered 21,622 0.54 68,282 TBC Bank Group 740 0.02 Beverages 3.30 482,803 4,447 0.11 3,780,399 Diageo 126,776 3.19 Chemicals 0.78 232,433 Croda International 15,183 0.38 322,169 Johnson Matthey 10,442 0.26 509,573 2,499 0.06 132,632 3,220 0.08 Construction & Materials 0.50 1,339,906 4,194 0.11 2 86,989 Group 1,553 0.04 577,361 Ibstock 1,296 0.03 294,333 Marshalls Group 2,147 0.05 56,844 Morgan Sindall 1,253 0.03 442,116 Redrow 3,014 0.08 402,686 6,544 0.16 Electricity 0.74 324,430 ContourGlobal 630 0.02 529,385 2,276 0.06 1,707,288 SSE 26,207 0.66 Electronic & Electrical Equipment 0.85 653,614 Halma 16,314 0.41 436,032 Morgan Advanced Materials 1,461 0.04 4 196819 Both Listed UK AllShare A21 v8.qxp 15/09/2021 08:31 Page 7

Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 %

Electronic & Electrical Equipment (continued) 88,914 1,836 0.05 50,479 Renishaw 2,764 0.07 1,450,400 4,963 0.12 199,399 6,239 0.16 Equity Investment Instruments 4.17 508,827 Aberdeen Diversified Income and Growth Trust 477 0.01 263,078 Aberdeen New Dawn Investment Trust 837 0.02 83,588 Aberdeen New India Investment Trust 436 0.01 80,181 Aberdeen Standard Equity Income Trust 300 0.01 154,659 Aberforth Smaller Companies 2,351 0.06 542,097 5,188 0.13 445,830 1,159 0.03 285,878 Asia Dragon Trust 1,424 0.04 182,001 Avi Global Trust 1,764 0.04 611,180 Baillie Gifford European Growth Trust 874 0.02 141,709 Baillie Giffo rd Japan Trust 1,457 0.04 410,828 Baillie Gifford Shin Nippon Investment Trust 918 0.02 372,544 Baillie Gifford UK Growth Fund 875 0.02 2,192,530 2,451 0.06 55,388 Biotech Growth Trust 720 0.02 499,406 BlackRock Frontiers Investment Trust 612 0.02 161,464 BlackRock Greater European Investment Trust 920 0.02 86,152 BlackRock Smaller Companies 1,647 0.04 133,818 BlackRock Throgmorton Trust 1,145 0.03 324,947 BlackRock World Mining Investment Trust 2,115 0.05 206,089 BMO Capital and Income Investment Trust 659 0.02 95,511 BMO Private Equity Trust 372 0.01 9,087 Capital Gearing Trust 434 0.01 695,547 City Of London Investment Trust 2,723 0.07 870,000 Cordiant Digital Infrastructure 909 0.02 108,750 Cordiant Digital Infrastructure Sub-shares 3 0.00 228,560 Dunedin Income Growth Investment Trust 704 0.02 302,522 Edinburgh Investment Trust 1,912 0.05 41,113 Electra Private Equity 202 0.01 102,787 European Opportunities Trust 723 0.02 317,126 Fidelity Japan Trust 656 0.02 367,976 Finsbury Growth and Income Trust 3,330 0.08 930,664 Foreign & Colonial Investment Trust 7,827 0.20 53,574 Fundsmith Emerging Equities Trust 691 0.02 34,972 Henderson Eurotrust 511 0.01 338,372 Henderson International Income Trust 555 0.01 1,385,990 Henderson Smaller Companies Investment Trust 17,297 0.44 113,528 2,418 0.06 123,184 ICG Enterprise Trust 1,330 0.03 190,000 Keystone Investment Trust 536 0.01 538,281 Impax Environmental Markets 2,414 0.06

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 %

Equity Investment Instruments (continued) 53,907 Invesco Perpetual UK Smaller Companies Investment Trust 322 0.01 125,805 J.P. Morgan Asia Growth & Income Trust 600 0.02 172,386 J.P. Morgan China Growth & Income Trust 1,046 0.03 87,131 J.P. Morgan Claverhouse Investment Trust 636 0.02 110,294 J.P. Morgan European Investment Trust 377 0.01 254,974 J.P. Morgan European Smaller Companies Investment Trust 1,232 0.03 683,290 J.P. Morgan Global Emerging Markets Income Trust 984 0.02 131,166 J.P. Morgan Indian Investment Trust 910 0.02 287,739 J.P. Morgan Japanese Investment Trust 1,732 0.04 129,260 J.P. Morgan Japan Small Cap Growth & Income 620 0.02 36,069 J.P. Morgan Mid Cap Inve stment Trust 519 0.01 89,576 J.P. Morgan Russian Securities Investment Trust 607 0.02 205,511 Investment Trust 1,545 0.04 237 Lindsell Train Investment Trust 322 0.01 174,865 Lowland Investment Trust 2,378 0.06 88,766 Manchester and London Investment Trust 504 0.01 251,695 Merchants Trust 1,304 0.03 110,964 Mid Wynd International Investment Trust 808 0.02 378,535 4,913 0.12 51,894 Montanaro European Smaller Companies Trust 859 0.02 227,568 2,060 0.05 192,105 Murray International Trust 2,298 0.06 423,146 North American Income Trust 1,142 0.03 366,045 Pacific Assets Trust 1,153 0.03 86,333 Trust 2,253 0.06 3,442 1,616 0.04 199,741 Polar Capital Technology Trust 4,250 0.11 222,740 RIT Capital Partners Trust 5,223 0.13 85,869 Riverstone Energy 271 0.01 239,029 Schroder Asia Pacific Trust 1,437 0.04 137,818 Schroder Asian Total Return Trust 659 0.02 185,321 Schroder Japan Growth Trust 370 0.01 61,884 Schroder UK Mid Cap Fund 433 0.01 1,396,509 Schroder UK Public Private Trust 463 0.01 206,757 Scottish American Investment Trust 997 0.03 117,824 Scottish Investment Trust 944 0.02 2,404,626 Scottish Mortgage Investment Trust 27,172 0.68 44,644 Scottish Oriental Smaller Companies 444 0.01 634,815 SDCL Energy Efficiency Income Trust 730 0.02 318,891 Securities Trust of Scotland 657 0.02 165,465 SME Credit Realisation Fund 116 0.00 212,257 Standard Life UK Smaller Companies Trust 1,371 0.03 120,713 Temple Bar Investment Trust 1,371 0.03 391,159 Templeton Emerging Markets Investment Trust 3,872 0.10 84,520 TR European Growth Trust 1,221 0.03

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 %

Equity Investment Instruments (continued) 537,002 TR Property Investment Trust 2,352 0.06 571,105 Utilico Emerging Market Trust 1,176 0.03 89,527 Worldwide Healthcare Trust 3,236 0.08 Financial Services 3.63 1,558,935 3i Group 19,393 0.49 537,723 AJ Bell 2,325 0.06 836,505 3,369 0.08 566,504 1,949 0.05 236,386 3,785 0.10 81,927 Finablr 9 0.00 632,066 Hargreaves Lansdown 10,947 0.28 654,550 IG Group Holdings 5,668 0.14 491,540 Intermediate Capital Group 10,091 0.25 1,274,028 3,659 0.09 1,655,035 IP Group 1,989 0.05 1,077,599 3,929 0.10 92,374 Liontrust Asset Management 1,408 0.04 593,943 London Stock Exchange 42,693 1.07 4,626,625 M&G Prudential 10,923 0.27 719,043 2,773 0.07 501,002 Ninety One 1,237 0.03 592,464 OSB Group 2,806 0.07 446,404 Paragon 2,202 0.06 388,605 Provident Financial 946 0.02 2,970,260 Quilter 4,770 0.12 91,201 1,645 0.04 164,689 Schroders 5,832 0.15 Fixed Line Telecommunications 0.67 1,645,733 1,323 0.03 14,319,824 BT Group 23,155 0.58 842,680 1,385 0.03 106,531 1,338 0.03 Food & Drug Retailers 1.56 167,304 4,179 0.11 3,265,122 Morrison (WM) Supermarkets 5,998 0.15 818,035 Ocado Group 16,250 0.41 2,517,408 Sainsbury 6,518 0.16 12,632,270 Tesco 29,168 0.73 Food Producers 0.74 590,495 Associated British Foods 13,575 0.34 80,152 Cranswick 2,938 0.07 113,850 1,389 0.03 1,110,073 1,161 0.03 1,205,514 SSP Group 3,890 0.10 821,123 Tate and Lyle 6,600 0.17

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Forestry & Paper 0.46 951,078 Mondi 18,432 0.46 Gas, Water & Multiutilities 2.24 9,889,498 5,392 0.14 5,892,861 National Grid 55,163 1.39 705,868 7,369 0.19 357,262 Severn Trent 8,967 0.23 1,183,770 United Utilities Group 11,707 0.29 General Industrials 0.55 2,144,009 1,239 0.03 2,211,605 DS Smith 9,326 0.23 611,004 Smiths Group 9,602 0.24 353,231 Vesuvius 2,045 0.05 General Retailers 1.63 513,724 AO World 1,305 0.03 1,471,636 1,981 0.05 156,765 2,270 0.06 326,759 1,885 0.05 728,598 Inchcape 5,785 0.15 730,941 JD Sports Fashion 6,527 0.16 3,683,210 Kingfisher 13,661 0.34 3,214,557 Marks & Spencer 5,057 0.13 210,765 Next Group 17,042 0.43 793,791 Group 3,423 0.09 195,947 Group 1,374 0.03 189,862 WHSmith 3,277 0.08 451,215 Group 1,151 0.03 Healthcare Equipment & Services 0.76 2,828,623 Convatec Group 6,305 0.16 662,353 1,961 0.05 1,429,360 Smith & Nephew 21,805 0.55 Household Goods 3.35 1,757,335 Barratt Developments 13,507 0.34 217,254 7,628 0.19 190,293 Berkeley Group Holdings 8,982 0.23 807,609 4,139 0.10 362,755 1,551 0.04 495,646 Persimmon 15,598 0.39 1,039,546 Reckitt Benckiser 66,167 1.66 5,988,769 Taylor Wimpey 10,600 0.27 397,529 5,150 0.13 Industrial Engineering 1.16 276,974 2,262 0.06 120,793 Hill & Smith Holdings 1,831 0.05 483,247 IMI 7,988 0.20 8,085,328 Melrose Industries 13,110 0.33

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Industrial Engineering (continued) 100,293 Spirax Sarco Engineering 12,211 0.31 440,551 Weir Group 8,329 0.21 Industrial Metals 0.23 1,017,026 Evraz 6,786 0.17 541,484 2,556 0.06 Industrial Transportation 0.37 37,561 Clarkson 1,067 0.03 1,513,213 Royal Mail 7,854 0.20 1,427,754 Signature Aviation 5,681 0.14 Leisure Goods 0.15 55,825 6,141 0.15 Life Insurance 3.60 6,464,926 Aviva 26,435 0.67 1,524,531 Just Group 1,634 0.04 9,931,975 Legal & General 28,078 0.71 4,296,247 Prudential 65,067 1.64 844,964 St James’s Place Capital 11,627 0.29 3,672,449 Standard Life Aberdeen 9,967 0.25 Media 2.60 50,926 Group 1,169 0.03 741,727 2,617 0.07 172,098 Euromoney Institutional Investor 1,680 0.04 163,497 Future 3,911 0.10 2,783,920 Informa 15,612 0.39 6,489,890 ITV 8,330 0.21 944,576 Moneysupermarket.com 2,558 0.06 1,298,632 Pearson 11,166 0.28 3,041,947 RELX 56,535 1.42 Mining 6.82 2,038,491 Anglo American 66,567 1.67 484,946 Antofagasta 8,625 0.22 3,499,703 BHP Group 77,781 1.96 315,276 Fresnillo 2,790 0.07 384,686 724 0.02 4,000,288 Petropavlovsk 1,007 0.03 1,848,625 Rio Tinto 113,413 2.85 Mobile Telecommunication 1.34 37,777,730 Vodafone Group 53,161 1.34 Non-Equity Investment Instruments 1.52 47,297 Aberdeen Standard Asia Focus 584 0.01 610,443 Diverse Income Trust 726 0.02 781,418 Fidelity China Special Situations 3,133 0.08 289,775 835 0.02 5,870,046 Henderson UK Smaller Companies Fund 52,560 1.32

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Non-Equity Investment Instruments (continued) 713,772 1,924 0.05 356,648 Polar Capital Global Healthcare Trust 902 0.02 Non-Life Insurance 0.80 323,307 Admiral Group 9,518 0.24 1,014,674 Beazley 3,167 0.08 2,076,270 Direct Line Insurance 6,194 0.16 1,733,567 RSA Insurance Group 11,858 0.30 376,101 Sabre Insurance Group 989 0.02 Oil & Gas Producers 6.89 32,890,066 BP 103,127 2.59 820,305 1,358 0.03 1,001,828 Diversified Gas & Oil 1,190 0.03 157,683 Oil & Gas 1,347 0.03 5,582,558 Royal Dutch Shell ‘A’ 79,487 2.00 6,328,277 Royal Dutch Shell ‘B’ 86,216 2.17 1,755,439 948 0.02 726,253 770 0.02 Oil Equipment & Services 0.07 1,011,268 2,742 0.07 Personal Goods 5.00 660,045 Burberry Group 13,894 0.35 481,747 Dr Martens 2,203 0.06 359,424 PZ Cussons 900 0.02 4,230,452 Unilever 181,673 4.57 Pharmaceuticals & Biotechnology 7.80 2,168,123 AstraZeneca 170,480 4.29 182,147 7,137 0.18 100,878 Genus 4,788 0.12 8,435,822 GlaxoSmithKline 115,605 2.91 280,314 Hikma Pharmaceuticals 6,632 0.17 1,249,209 1,850 0.05 106,604 Oxford Biomedica 1,070 0.03 253,692 PureTech Health 915 0.02 1,064,168 1,256 0.03 Real Estate & Investment Services 1.85 401,841 Baillie Gifford US Growth Trust 1,173 0.03 1,030,005 BB Healthcare Trust 1,852 0.05 1,208,186 BMO Global Smaller Companies 1,943 0.05 67,545 2,033 0.05 1,157,158 Capital & Counties Properties 2,025 0.05 1,260,775 1,475 0.04 401,410 Edinburgh Worldwide Investment Trust 1,250 0.03 733,362 European Assets Trust 946 0.02 629,427 1,860 0.05 1,074,119 Grainger 3,063 0.08 536,943 3,834 0.10

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Real Estate & Investment Services (continued) 3,347,771 Greencoat UK Wind 4,426 0.11 622,529 HG Capital Trust 2,092 0.05 3,418,615 HICL Infrastructure 5,771 0.15 394,276 J.P. Morgan American Investment Trust 2,512 0.06 2,037,923 J.P. Morgan Emerging Markets Investment Trust 2,633 0.07 243,878 J.P. Morgan Global Growth & Income Trust 1,022 0.03 204,648 J.P. Morgan Smaller Comapanies Investment Trust 796 0.02 1,452,651 Land Securities 10,532 0.26 1,325,535 The Mercantile Investment Trust 3,619 0.09 405,104 Montanaro UK Smaller Companies Investment Trust 616 0.02 220,192 2,521 0.06 218,524 Smithson Investment Trust 3,623 0.09 339,684 St Modwen Properties 1,814 0.05 526,543 Unite Group 5,855 0.15 1,466,366 3,417 0.09 Real Estate Investment Trust 1.67 4,690,235 Assura 3,419 0.09 236,872 REIT 3,063 0.08 1,562,388 British Land REIT 8,221 0.21 183,542 6,218 0.16 795,972 GCP Student Living 1,280 0.03 6,242,224 2,244 0.06 1,506,708 LondonMetric Property 3,405 0.09 943,081 LXi REIT 1,275 0.03 1,982,628 Primary Health Properties REIT 2,978 0.07 314,244 Holdings 2,871 0.07 2,052,846 Segro REIT 20,508 0.52 379,258 Shaftesbury REIT 2,414 0.06 3,171,369 Tritax Big Box REIT 6,105 0.15 209,956 1,838 0.05 Software & Computer Services 1.45 1,638,129 Auto Trader Group 9,039 0.23 823,000 Avast 3,667 0.09 195,120 Aveva Group 6,240 0.16 122,519 618 0.02 118,996 3,113 0.08 177,782 FDM Group Holdings 1,737 0.04 118,001 Group 1,651 0.04 576,813 International 2,794 0.07 234,595 NCC Group 690 0.02 1,456,372 Rightmove 8,415 0.21 1,890,997 Sage Group 12,239 0.31 200,953 3,531 0.09 847,118 3,724 0.09

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Support Services 3.22 411,490 3,549 0.09 735,801 Ashtead Group 36,702 0.92 1,027,988 2,968 0.07 393,174 1,050 0.03 568,382 Bunzl 13,107 0.33 2,554,698 1,078 0.03 185,234 CMC Markets 878 0.02 177,625 Diploma 4,881 0.12 792,377 8,090 0.20 379,012 1,173 0.03 2,377,960 Hays 3,974 0.10 478,298 4,993 0.13 967,731 Howden Joinery Group 7,690 0.19 459,245 IntegraFin Holdings 2,485 0.06 269,398 Intertek Group 15,841 0.40 18,950 Northgate 73 0.00 470,122 PageGroup 2,778 0.07 3,118,188 Rentokil Initial 14,687 0.37 1,858,834 Group 2,530 0.06 Technology Hardware & Equipment 0.06 903,287 Communications 2,218 0.06 Tobacco 3.40 3,874,746 British American Tobacco 109,539 2.76 1,595,499 Imperial Brands 25,360 0.64 Travel & Leisure 2.32 221,407 Carnival 3,531 0.09 1,065,175 Group 953 0.02 2,939,476 Compass Group 45,253 1.14 752,135 Domino’s Pizza Group 2,908 0.07 558,249 easyJet 5,663 0.14 2,041,044 FirstGroup 1,619 0.04 310,089 InterContinental Hotels 15,427 0.39 683,308 Mitchells & Butlers 2,155 0.05 971,437 2,833 0.07 120,619 Wetherspoon (JD) 1,631 0.04 340,714 Whitbread 10,831 0.27 Unquoted Equities – 1,357 HIE Ventures ‘A’ Shares+ –– 5,426 HIE Ventures+ –– 72,899 NMC Health –– Overseas equities (15/05/20 – 9.51%) 11.25 Alternative Energy 0.02 570,360 Bluefield Solar Income Fund 707 0.02 Beverages 0.25 662,813 C&C Group 1,927 0.05 324,466 Coca Cola 8,144 0.20

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Construction & Materials 2.10 1,281,685 CRH 46,256 1.16 379,066 Ferguson 35,132 0.88 50,449 RHI Magnesita 2,228 0.06 Electronic & Electrical Equipment 0.02 20,391 XP Power 990 0.02 Equity Investment Instruments 0.36 663,214 Aberdeen Asia Income Fund 1,486 0.04 2,122,924 CQS New City High Yield Fund 1,138 0.03 307,882 Dragon Capital Vietnam Enterprise Investment 1,967 0.05 1,414,006 GCP Infrastructure Investments 1,396 0.04 305,849 Henderson Far East Income 985 0.02 363,949 NB Global Monthly Income Fund 317 0.01 694,795 Ruffer Investment Company 1,987 0.05 3,161,811 Sequoia Economic Infrastructure Income Fund 3,402 0.09 311,462 VinaCapital Vietnam Opportunity Fund 1,358 0.03 Financi al Services 0.55 496,008 1,012 0.03 547,867 1,057 0.03 2,918,737 International Public Partnership 4,974 0.13 2,074,868 3,556 0.09 174,607 2,548 0.06 216,870 1,583 0.04 575,433 Schroder Oriental Income Fund 1,605 0.04 1,073,970 2,309 0.06 1,202,311 TP ICAP Group 2,688 0.07 Food & Drug Retailers 0.41 200,924 Just Eat 12,517 0.31 389,603 UDG Healthcare 3,993 0.10 Food Producers 0.03 659,139 Group 1,095 0.03 General Industrials 0.42 438,334 Smurfit Kappa Group 16,525 0.42 General Retailers 0.20 1,429,048 B & M European Value Retail 8,008 0.20 Media 0.49 1,990,176 WPP 19,540 0.49 Mining 1.80 1,743,004 2,045 0.05 18,543,030 Glencore 60,191 1.51 600,536 Polymetal International 9,600 0.24 Non-Equity Investment Instruments 0.13 81,352 BH Global 1,570 0.04 1,112,606 Bilfinger Berger Global Infrastructure SICAV~ 1,958 0.05 188,996 Genesis Emerging Market Fund 1,661 0.04

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Non-Life Insurance 0.18 582,849 4,749 0.12 366,864 2,531 0.06 Real Estate & Investment Services 0.78 1,180,255 Fund 3,535 0.09 6,277 BH Macro Fund 210 0.01 1,489,637 Foresight Solar Fund 1,476 0.04 1,094,398 GCP Asset Backed Inc ome Fund 1,077 0.03 182,538 HarbourVest Global Private Equity 3,706 0.09 1,678,750 2,048 0.05 936,450 Jlen Environmental Asset Group 985 0.02 578,387 KKV Secured Loan 104 0.00 77,956 NB Private Equity Partners 1,017 0.03 1,330,724 Nextenergy Solar Fund 1,347 0.03 307,678 Pershing Square Holding 7,892 0.20 3,418,961 Renewables Infrastructure 4,349 0.11 1,345,874 1,288 0.03 863,823 Starwood European Real Estate Finance 771 0.02 1,151,161 TwentyFour Income Fund 1,238 0.03 Software & Computer Services 0.06 515,974 2,271 0.06 Support Services 1.51 169,521 DCC 10,256 0.26 1,488,958 Experian Group 39,577 1.00 410,018 4,896 0.12 1,344,909 International Workplace Group 4,969 0.13 Technology Hardware & Equipments 0.01 277,041 BATM Advanced Communications 240 0.01 Travel & Leisure 1.93 145,778 572 0.01 963,841 Entain 15,012 0.38 267,774 Flutter Entertainment 33,994 0.86 138,771 Group 2,609 0.07 6,443,449 International Consolidated Airlines Group 12,687 0.32 572,205 Restaurant Group 735 0.02 1,245,524 TUI AG 5,265 0.13 114,164 Holdings 5,377 0.14 Contracts For Difference (15/05/20 – (0.03%)) 0.12 83,753 Anglo American Contract for Difference 166 – Notional value - £2,568,704 (18,376) Antofagasta Contract for Difference 11 – Notional value - (£338,302) 39,241 Ashtead Group Contract for Difference 161 – Notional value - £1,796,453 69,922 Associated British Foods Contract for Difference (55) – Notional value - £1,662,763

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Contracts For Difference (continued) 99,168 AstraZeneca Contract for Difference 366 0.01 Notional value - £7,431,650 364,599 BAE Systems Contract for Difference 26 – Notional value - £1,888,623 698,116 Balfour Beatty Contract for Difference 18 – Notional value - £2,166,952 1,094,686 Barclays Contract for Difference (17) – Notional value - £1,995,433 80,000 Bellway Contract for Difference (90) – Notional value - £2,898,706 1,242,063 BP Contract for Difference 271 0.01 Notional value - £3,623,718 155,922 British American Tobacco Contract for Difference 210 0.01 Notional value - £4,198,200 813,110 BT Group Contract for Difference 70 – Notional value - £1,244,871 205,000 Conduit Holdings Contract for Difference 25 – Notional value - £1,070,100 60,000 CRH Contract for Difference 131 – Notional value - £2,034,599 44,181 Derwent London Contract for Difference (19) – Notional value - £1,515,850 375,000 DFS Furniture Contract for Difference 8– Notional value - £1,006,875 106,909 Diageo Contract for Difference 166 – Notional value - £3,419,484 153,677 easyJet Contract for Difference 123 – Notional value - £1,436,265 750,701 Contract for Difference 97 – Notional value - £1,008,191 27,396 Flutter Entertainment Contract for Difference 157 – Notional value - £3,320,814 (27,396) Flutter Entertainment Contract for Difference (112) – Notional value - (£2,364,326) (926) FTSE 250 Index Contract for Difference 48 – Notional value - (£20,731,193) 167,254 GlaxoSmithKline Contract for Difference 76 – Notional value - £2,216,450 189,040 Glencore Contract for Difference 64 – Notional value - £549,634 119,131 Great Portland Estates Contract for Difference 17 – Notional value - £833,917 142,706 Grubhub Contract for Difference –– Notional value - £7,370,640 (123,462) Halma Contract for Difference 81 – Notional value - (£3,163,096)

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Contracts For Difference (continued) 3,283,249 Hammerson Contract for Difference (11) – Notional value - £1,191,489 523,759 HSBC Holdings Contract for Difference 165 – Notional value - £2,185,384 601,728 Ibstock Contract for Difference 23 – Notional value - £1,327,411 289,424 Imperial Brands Contract for Difference 359 0.01 Notional value - £4,241,509 24,999 Inchcape Contract for Difference 1– Notional value - £197,742 240,244 Informa Contract for Difference 4– Notional value - £1,343,015 80,794 Intermediate Capital Group Contract for Difference 68 – Notional value - £1,590,834 (1,128,523) International Consolidated Airlines Contract for Difference (35) – Notional value - (£2,191,819) 308,285 International Personal Finance Contract for Difference 40 – Notional value - £379,190 2,086,528 ITV Contract for Difference 213 0.01 Notional value - £2,465,231 25,573 Johnson Matthey Contract for Difference 15 – Notional value - £813,733 464,234 Jupiter Fund Management Contract for Difference 36 – Notional value - £1,215,110 (95,755) Just Eat Contract for Difference 1,623 0.04 Notional value - (£7,579,500) 1,766,906 Just Group Contract for Difference 67 – Notional value - £1,826,980 221,998 Keystone Investment Trust Contract for Difference (49) – Notional value - £674,874 1,123,127 Legal & General Contract for Difference 149 – Notional value - £3,025,703 676,014 M&G Prudential Contract for Difference 164 – Notional value - £1,431,798 671,570 Melrose Industries Contract for Difference (6) – Notional value - £1,094,875 68,150 Murray Income Trust Contract for Difference 20 – Notional value - £596,313 421,315 National Grid Contract for Difference 104 – Notional value - £3,839,443 496,046 NatWest Group Contract for Difference –– Notional value - £957,369 367,536 OSB Group Contract for Difference 19 – Notional value - £1,721,539 119,296 Pennon Group Contract for Difference (1) – Notional value - £1,246,047

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Contracts For Difference (continued) 1,238,730 Phoenix Group Holdings Contract for Difference 27 – Notional value - £9,084,846 220,000 Prudential Contract for Difference 35 – Notional value - £3,296,700 50,768 Reckitt Benckiser Contract for Difference (158) – Notional value - £3,389,272 83,897 RELX Contract for Difference (49) – Notional value - £1,608,725 127,831 Royal Dutch Shell ‘A’ Contract for Difference 88 – Notional value - £1,725,974 1,456,414 Royal Dutch Shell ‘B’ Contract for Difference 1,087 0.03 Notional value - £18,723,407 1,112,578 Royal Dutch Shell ‘B’ Rights Contract for Difference –– Notional value - £0 220,797 Royal Dutch Shell Rights Contract for Difference –– Notional value - £206 1,418,933 RSA Insurance Group Contract for Difference 23 – Notional value - £9,682,798 200,543 Sage Group Contract for Difference 12 – Notional value - £1,285,481 (291,569) Sainsbury Contract for Difference (30) – Notional value - (£724,551) (28,750) Severn Trent Contract for Difference (14) – Notional value - (£707,537) 184,514 Shaftesbury REIT Contract for Difference (3) – Notional value - £1,177,199 209,657 DS Smith Contract for Difference 61 – Notional value - £823,533 137,599 Signature Aviation Contract for Difference –– Notional value - £547,526 72,408 Smiths Group Contract for Difference (24) – Notional value - £1,162,148 51,852 Spectris Contract for Difference (79) – Notional value - £1,701,783 (2,899) Spirax Sarco Engineering Contract for Difference (1) – Notional value - (£352,373) 112,096 St James’s Place Capital Contract for Difference 79 – Notional value - £1,463,413 516,906 Standard Chartered Contract for Difference 164 – Notional value - £2,455,303 413,062 Tesco Contract for Difference 16 – Notional value - £937,651 181,170 THG Holdings Contract for Difference 2– Notional value - £1,118,725 227,170 TI Fluid Systems Contract for Difference (25) – Notional value - £672,423

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Portfolio of investments (unaudited)

Investments held at 15 May 2021 Market Percentage of value total net assets Holding Investment £000 % Contracts For Difference (continued) 113,749 Unilever Contract for Difference 189 – Notional value - £4,695,559 (45,843) United Utilities Group Contract for Difference (7) – Notional value - (£446,419) 36,196 Whitbread Contract for Difference (62) – Notional value - £1,212,566 Futures (15/05/20 – 0.00%) (0.02) (978) ICF FTSE 100 Index Future June 2021 (693) (0.02) Forward Foreign Exchange Contracts (15/05/20 – 0.02%) – GBP 4,397,861 GBP Forward Currency Contract 26/5/2021 4,398 0.11 (EUR 5,100,000) EUR Forward Currency Contract 26/5/2021 (4,393) (0.11) GBP 10,898,199 GBP Forward Currency Contract 26/5/2021 10,898 0.27 (USD 15,100,000) USD Forward Currency Contract 26/5/2021 (10,718) (0.27) USD 5,500,000 USD Forward Currency Contract 26/5/2021 3,904 0.10 (GBP 3,992,613) GBP Forward Currency Contract 26/5/2021 (3,993) (0.10) GBP 5,517,849 GBP Forward Currency Contract 28/5/2021 5,518 0.14 (EUR 6,410,750) EUR Forward Currency Contract 28/5/2021 (5,523) (0.14)

Portfolio of investments^ 3,943,577 99.21 Net other assets 31,422 0.79 Net assets 3,974,999 100.00

Unless otherwise stated, all investments with the exceptions of Contract for difference and Forward Foreign Exchange contracts are approved securities being either officially listed in a member state or traded on or under the rules of an eligible securities market. The counterparty for the Futures is UBS. The counterparties for the Forwards Foreign Exchange Contracts are JP Morgan and UBS. The counterparty for the CFD is UBS. ^ Includes investment liabilities +In liquidation ~ SICAV (Open ended investment schemes registered outside the UK).

Credit Ratings £000 % Non-investment grade 18,027 100.00 Total investment in bonds 18,027 100.00

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Top ten purchases and sales For the year ended 15 May 2021

Purchases Cost Sales Proceeds £000 £000 Unilever 106,360 Vodafone Group 15,245 AstraZeneca 101,537 G4S 14,165 HSBC Holdings 74,701 HSBC Holdings 9,578 GlaxoSmithKline 67,927 Royal Dutch Shell ‘A’ 8,496 Diageo 61,652 BP 7,904 British American Tobacco 60,870 William Hill 7,229 BP 48,228 AstraZeneca 6,866 Rio Tinto 47,858 Diageo 6,327 Unilever 44,865 Phoenix Group Holdings 6,213 Royal Dutch Shell ‘B’ 40,732 Lloyds Banking Group 6,007

Subtotal 654,730 Subtotal 88,030 Other purchases 1,446,406 Other sales 173,576 Total purchases for the year 2,101,136 Total sales for the year 261,606

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Statistical information

Comparative tables Class ‘A’ Accumulation 15/05/21 15/05/20 15/05/19 pence pence pence Change in net assets per unit Opening net asset value per unit 136.76 169.11 179.02 Return before operating charges* 40.94 (29.83) (7.34) Operating charges (2.35) (2.52) (2.57) Return after operating charges* 38.59 (32.35) (9.91)

Distributions on accumulation units (2.70) (4.54) (4.59) Retained distributions on accumulation units 2.70 4.54 4.59

Closing net asset value per unit 175.35 136.76 169.11

*after direct transaction costs of:^ 0.11 0.42 0.45

Performance Return after charges 28.22% (19.13%) (5.54%)

Other information Closing net asset value (£000) 268,732 212,578 272,553 Closing number of units 153,251,240 155,442,663 161,168,880 Operating charges 1.52% 1.52% 1.52% Direct transaction costs 0.07% 0.25% 0.27%

Prices+ Highest unit price (pence) 191.91 194.89 197.13 Lowest unit price (pence) 135.90 116.62 152.50

^The direct transaction costs includes commission on futures. +High and low price disclosures are based on quoted unit prices. Therefore, the opening and closing NAV prices may fall outside the high/low price threshold.

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Statistical information

Comparative tables Class ‘B’ Accumulation 15/05/21 15/05/20 15/05/19 pence pence pence Change in net assets per unit Opening net asset value per unit 157.19 191.72 200.49 Return before operating charges* 46.96 (34.49) (8.73) Operating charges (0.03) (0.04) (0.04) Return after operating charges* 46.93 (34.53) (8.77)

Distributions on accumulation units (5.48) (7.74) (7.77) Retained distributions on accumulation units 5.48 7.74 7.77

Closing net asset value per unit 204.12 157.19 191.72

*after direct transaction costs of:^ 0.13 0.48 0.51

Performance Return after charges 29.86% (18.01%) (4.37%)

Other information Closing net asset value (£000) 3,706,267 1,314,177 2,609,571 Closing number of units 1,815,744,698 836,063,312 1,361,162,465 Operating charges 0.02% 0.02% 0.02% Direct transaction costs 0.07% 0.25% 0.27%

Prices+ Highest unit price (pence) 207.91 207.44 205.38 Lowest unit price (pence) 157.96 133.66 171.95

^The direct transaction costs includes commission on futures. +High and low price disclosures are based on quoted unit prices. Therefore, the opening and closing NAV prices may fall outside the high/low price threshold.

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Statistical information

Investment objective The Fund aims to provide a total return (a combination of capital growth and income) by outperforming the benchmark (before fees) by 0.5% and 1% per annum over any given 3 year period. The benchmark is the FTSE All Share Index (the “Index”).

Investment policy The Fund aims to achieve its objective primarily by investing 70% of the portfolio in equities and equity related securities of companies listed in the United Kingdom that are constituents of the Index. The Fund may invest up to 5% in UK Listed companies outside of the FTSE All Share Index. The Fund’s holdings will typically consist of equities or “equity related securities” which will include convertible stocks, stock exchange listed warrants, depository receipts, and any other such investments which entitle the holder to subscribe for or convert into the equity of the company and/or where the share price performance is, in the opinion of the Investment Adviser, influenced significantly by the stock market performance of the company’s ordinary shares. The Fund may also invest in other transferable securities, which are non-approved securities (essentially unlisted securities), money-market instruments, deposits, cash and near cash and other collective investment schemes. Derivatives will be used for efficient portfolio management only.

Investment strategy Although at least 70% of the Fund is invested in components of the Index, the fund is actively managed. The Investment Adviser uses numerical techniques to select investments, seeking to improve the level of return that can be achieved for a level of risk similar to that of the Index. The Fund is managed within constrains, so that divergence from the Index is controlled. The Fund’s portfolio may, therefore, be similar to the components of the Index.

Revenue distribution and pricing Units of the Fund are available as either Class ‘A’ Accumulation or ‘B’ Accumulation units (where revenue is reinvested to enhance the unit price). There will be two potential distributions in each accounting year: an interim distribution as at 15 November and a final distribution as at 15 May. At each distribution the net revenue after deduction of expenses, arising in the preceding six months from the investments of the Fund is apportioned amongst the unitholders. Unitholders receive a tax voucher giving details of the distribution and the Manager’s Report no later than two months a fter these dates.

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Statistical information

Risk and reward profile The Risk and Reward Indicator table demonstrates where the Fund ranks in terms of its potential risk and reward. The higher the rank the greater the potential reward but the greater the risk of losing money. It is based on past data, may change over time and may not be a reliable indication of the future risk profile of the Fund. The shaded area in

the table below shows the Fund’s ranking on the Risk and Reward Indicator. fi Typically lower rewards, Typically higher rewards, lower risk higher risk fi

123 4 567 This Fund is ranked at 6 (15/05/20: 6) because funds of this type have experienced high rises and falls in value in the past. Although this is a high risk ranking it is not the highest. The above figure applies to the following unit classes: • Class ‘A’ Accumulation • Class ‘B’ Accumulation

Please note that even the lowest risk class can lose you money and that extreme market circumstances can mean you suffer severe losses in all cases. Please note the Fund’s risk category may change in the future. The indicator does not take into account the following risk of investing in this Fund: • Investing overseas can bring additional returns and spread risk to different markets. There are risks, however, that changes in currency rates will reduce the value of your investment. For more information on the Risk and Reward profiles of our Funds, please refer to the most up to date relevant fund and Unit Class Key Investor Information Documents (KIIDs). These are available online at www.phoenixunittrust.co.uk.

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Annual financial statements For the year ended 15 May 2021

Statement of total return 15/05/21 15/05/20 Notes £000 £000 £000 £000 Income Net capital gains/(losses) 4 641,961 (430,065) Revenue 5 89,083 104,243 Expenses 6 (4,326) (4,466) Interest payable and similar charges (350) (144) Net revenue before taxation 84,407 99,633 Taxation 7 (587) (1,094) Net revenue after taxation 83,820 98,539 Total return/(deficit) before distributions 725,781 (331,526) Distributions 8 (83,866) (98,603) Change in net assets attributable to unitholders from investment activities 641,915 (430,129)

Statement of change in net assets attributable to unitholders 15/05/21 15/05/20 £000 £000 £000 £000 Opening net assets attributable to unitholders 1,526,755 2,882,124 Amounts receivable on issue of units 365,674 97,683 Amounts receivable on in-specie transfer* 1,624,260 – Amounts payable on in-specie transfer* – (979,230) Amounts payable on cancellation of units (287,469) (142,168) 1,702,465 (1,023,715) Change in net assets attributable to unitholders from investment activities 641,915 (430,129) Retained distributions on accumulation units 103,864 98,475 Closing net assets attributable to unitholders 3,974,999 1,526,755

*Represents the value of units issued by in-specie transfer of assets during the year.

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Annual financial statements As at 15 May 2021

Balance sheet 15/05/21 15/05/20 Notes £000 £000 £000 £000 Assets: Fixed assets: Investments 3,945,211 1,488,974 Current assets: Debtors 9 16,593 7,772 Cash and bank balances 10 53,436 33,151 Total current assets 70,029 40,923 Total assets 4,015,240 1,529,897

Liabilities: Investment liabilities (1,634) (2,350) Creditors: Bank overdraft 11 (6,069) – Other creditors 12 (32,538) (792) Total creditors (38,607) (792) Total liabilities (40,241) (3,142) Net assets attributable to unitholders 3,974,999 1,526,755

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Notes to the financial statements

Note 1 Accounting policies (a) Basis of preparation The financial statements have been prepared under the historical cost basis, as modified by the revaluation of investments and in compliance with Financial Reporting Standard (FRS102) and in accordance with the Statement of Recommended Practice (‘SORP’) for Financial Statements of UK Authorised Funds issued by The Investment Association (‘IA’) in May 2014 and as amended in June 2017. These financial statements are prepared on a going concern basis. The Manager has made an assessment of the Fund’s ability to continue as a going concern, and is satisfied it has the resources to continue in business for the foreseeable future and is not aware of any material uncertainties that may cast significant doubt on this assessment. This assessment is made for a period of 12 months from when the financial statements are authorised from issue and considers liquidity, declines in global capital markets, known redemption levels, expense projections, key service provider’s operational resilience and the impact of COVID-19. (b) Valuation of investments The quoted investments of the Fund have been valued at bid dealing prices as at close of business on 14 May 2021, the last valuation point in the accounting year, in accordance with the Trust Deed. Investments in collective investment schemes have been valued at bid price for dual priced funds or the single price for single priced funds. Where these investments are managed by the Manager or an associate of the Manager, the holdings have been valued at the cancellation price for dual priced funds or the single price for single priced funds. This price is the last available published price at the year end. Unquoted securities are valued by the Manager and are subject to regular review. Derivatives are valued as at close of business on 14 May 2021, the last valuation point of the accounting year. Exchange traded derivatives are priced at fair value, which is deemed to be the bid price. Over-the-counter derivatives are priced at fair value using valuation models or data sourced from market data providers. Written Call options are valued using prices obtained from LIFFE (London International Financial Futures and Option Exchange) as at close on 14 May 2021. The Contracts for Difference held in the portfolio are valued based on the price of the underlying security or index which they are purchased to reflect. (c) Foreign exchange Transactions in foreign currencies during the year are translated into Sterling (the functional currency of the Fund), at the rates of exchange ruling on the transaction date. Amounts held in foreign currencies have been translated at the rate of exchange ruling at close of business, 14 May 2021, the last valuation point in the accounting year. (d) Revenue Dividends receivable from equity investments and distributions receivable from collective investment schemes are credited to revenue when they are first quoted ex- dividend. Interest receivable on bank deposits and money market funds is accounted for on an accruals basis. Interest receivable from debt securities is accounted for on an effective interest rate basis. Accrued interest purchased or sold is excluded from the cost of the security and is accounted for as revenue. Any commission arising from stocklending is recognised on an accruals basis and is disclosed net of fees. Interest received from or paid to the Fund from over-the-counter derivatives designed to protect income is treated as revenue. Interest received from or paid to the Fund from over-the-counter derivatives designed to protect capital is treated as capital.

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Notes to the financial statements

Note 1 Accounting policies (continued) Premiums received in respect of written call options, where the express purpose is to generate revenue, are released to revenue on a straight line basis over the life of an option. All other gains/(losses) are taken to capital. Any premiums received in respect of future periods are recognised as a creditor in the Balance Sheet. Dividend equivalent values on Contracts for Difference are recognized when the securities are quoted ex-dividend. (e) Special dividends Special dividends are treated either as revenue or repayments of capital depending on the facts of each particular case. It is likely that where the receipt of a special dividend results in a significant reduction in the capital value of the holding, then the special dividend should be treated as capital in nature so as to ensure the matching principle is applied to gains and losses. Otherwise, the special dividend should be treated as revenue. (f) Expenses Expenses are accounted for on an accruals basis. Expenses of the Fund are charged against revenue, except for the costs associated with the purchase and sale of investments, which are charged to capital. (g) Taxation The charge for taxation is based on taxable income for the year less allowable expenses. UK dividends and franked distributions from UK collective investment schemes are disclosed net of any related tax credit. Overseas dividends, unfranked distributions from UK collective investment schemes, and distributions from overseas collective investment schemes are disclosed gross of any tax suffered, the tax element being separately disclosed in the taxation note. (h) Deferred taxation Deferred tax is provided at current rates of corporation tax on all timing differences which have originated but not reversed by the Balance sheet date. Deferred tax is not recognised on permanent differences. Deferred tax assets are recognised only to the extent that the Manager considers it is more likely than not that there will be taxable profits from which underlying timing differences can be deducted.

Note 2 Distribution policies (a) Basis of distribution Revenue produced by the Fund’s investments accumulates during each accounting period. If, at the end of each accounting period, revenue exceeds expenses, the net revenue of the Fund is available to be distributed/accumulated to unitholders. The Fund is not more than 60% invested in qualifying investments (as defined by SI 2006/964, Reg 20) and will pay a dividend distribution. (b) Unclaimed distributions Distributions remaining unclaimed after six years are paid into the Fund as part of the capital property. (c) Apportionment to multiple unit classes With the exception of the Manager’s periodic charge, the allocation of revenue and expenses to each unit class is based upon the proportion of the Fund’s assets attributable to each unit class on the day the revenue is earned or the expense is suffered. The Manager’s periodic charge is specific to each unit class. Tax will be allocated between the unit classes according to income. Consequently, the revenue available to distribute for each unit class will differ.

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Notes to the financial statements

Note 2 Distribution policies (continued) (d) Special dividends It is the policy of the Fund, where applicable, to distribute special dividends which have been treated as revenue. (e) Interest from debt securities Future cash flows on all assets are considered when calculating revenue on an effective interest rate basis and where, in the Manager’s view there is doubt as to the final maturity value, an estimate of the final redemption proceeds will be made in determining those cash flows. The impact of this will be to reduce the revenue from debt securities, and therefore the revenue distributed, whilst preserving capital within the Fund. (f) Distributions from collective investment schemes It is the policy of the Fund to distribute revenue from both income and accumulation distributions. Equalisation on the distributions received by the Fund is treated as a return of capital and is deducted from the cost of investments. It does not form part of the distribution. (g) Expenses In determining the net revenue available for distribution, charges in relation to the safe custody of investments are ultimately borne by capital.

Note 3 Risk management policies The risks arising from the Fund’s financial instruments are market price risk, interest rate risk, foreign currency risk, liquidity risk, and counterparty risk. The Manager's policies for managing these risks are summarised below and have been applied throughout the year. (a) Market price risk Market price risk arises mainly from uncertainty about future prices of financial instruments held. It represents the potential loss the Fund might suffer through holding market positions in the face of price movements. The Fund’s investment portfolio is exposed to market fluctuations which are monitored by the Manager in pursuit of the investment objectives and policies. Adherence to investment guidelines and to investment and borrowing powers set out in the Trust Deed, the Prospectus and in the Collective Investment Schemes Sourcebook (“the Sourcebook”) mitigates the risk of excessive exposure to any particular type of security or issuer. (b) Interest rate risk The majority of the Fund’s financial assets are equity shares and other investments which neither pay interest nor have a maturity date. Interest receivable on bank deposits or payable on bank overdraft positions will be affected by fluctuations in interest rates. (c) Foreign currency risk The Fund has no significant exposure to foreign currency risk. (d) Liquidity risk The Fund’s assets are comprised of mainly readily realisable securities. If insufficient cash is available to finance unitholder redemptions then securities held by the Fund may need to be sold. The risk of low market liquidity, through reduced trading volumes, may affect the ability of the Fund to trade financial instruments at values previously indicated by financial brokers. From time to time, liquidity may also be affected by stock specific or economic events. To manage these risks the Manager performs market research in order to achieve

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Notes to the financial statements

Note 3 Risk management policies (continued) the best price for any transactions entered into on behalf of the Fund. All stocks are valued daily but those stocks identified as being less liquid are reviewed on a regular basis for pricing accuracy. (e) Credit risk At the Balance sheet date some 0.45% (15/05/20: 0.26%) of the Fund’s assets were held in corporate bonds, corporate bonds involve the risk that the bond issuer will be unable to meet its liability to pay interest or redeem the bond. The Fund Manager selects bonds taking into account the credit rating, bearing in mind the Fund’s objective. (f) Counterparty risk Certain transactions in securities that the Fund enters into expose it to the risk that the counterparty will not deliver the investment (purchase) or cash (sale) after the Fund has fulfilled its responsibilities. The Fund only buys and sells investments through brokers which have been approved by the Manager as an acceptable counterparty. This list is reviewed annually. (g) Derivatives Derivative transactions may be used by the Fund for the purposes of meeting its investment objectives and also for hedging. In doing so the Manager may make use of a variety of derivative instruments in accordance with the Sourcebook. The use of derivatives for investment purposes means that the net asset value of the Fund may at times have high volatility, although derivatives will not be used with the intention of raising the risk profile of the Fund. Where derivatives are used for hedging this will not compromise the risk profile of the Fund. Use of derivatives will not knowingly contravene any relevant investment objective or limits. The Manager has used exchange traded futures to hedge the fund assets against market volatility in the FTSE 100 Index June 21. The Manager has used forward foreign currency contracts to hedge the currencies which are physically owned during the year. The purpose of undertaking these contracts is to protect the portfolio as far as possible from a movement in the value of exchange rates. The derivative counterparty is shown at the bottom of the Portfolio of investments on page 19. As part of its investment objective, the Fund will write call options to generate additional income. These call options will be 'covered' as the Fund will not sell a call option unless it has a long equity exposure to that stock. The Manager has used contracts for Differences to hedge the fund assets against market volatility during the year.

Note 4 Net capital gains/(losses) The net capital gains/(losses) during the year comprise: 15/05/21 15/05/20 £000 £000 Gains/(losses) on non-derivative securities 611,384 (413,922) Gains/(losses) on derivative contracts 21,626 (18,020) Currency (losses)/gains (449) 245 Handling charges 1 (12) Capital special dividends 9,399 1,644 Net capital gains/(losses) 641,961 (430,065)

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Notes to the financial statements

Note 5 Revenue 15/05/21 15/05/20 £000 £000 UK dividends 75,651 89,758 UK REIT property income distributions 1,432 1,027 Overseas dividends 8,740 12,071 Income on derivative contracts 3,042 856 Interest on debt securities 178 37 Stocklending commission 37 121 Bank interest 3 27 Liquidity interest – 346 Total revenue 89,083 104,243

Note 6 Expenses 15/05/21 15/05/20 £000 £000 (a) Payable to the Manager or associates of the Manager and agents of either of them: Manager’s periodic charge 4,177 4,296 (b) Payable to the Trustee or associates of the Trustee and agents of either of them: Trustee’s fees 69 65 (c) Other expenses: Audit fee 99 Safe custody charges 46 34 Printing & stationery 11 Professional fee 1 19 FTSE licence fee 23 42 80 105 Total expenses 4,326 4,466

Note 7 Taxation 15/05/21 15/05/20 £000 £000 (a) Analysis of tax charge for the year Overseas withholding tax 449 671 Reclaimable tax written off 138 423 Total taxation (Note 7(b)) 587 1,094 (b) Factors affecting the tax charge for the year The tax assessed for the year is lower than that calculated when the standard rate of corporation tax for Authorised Unit Trusts is applied to total revenue return. The differences are explained below: Net revenue before taxation 84,407 99,633 Corporation tax at 20% (15/05/20: 20%) 16,881 19,927 Effects of: Revenue not subject to taxation (16,878) (20,246) Overseas withholding tax 449 641 Reclaimable tax written off 138 423 Excess management expenses (utilised)/unutilised (3) 337 Tax relief on overseas tax suffered – (18) Irrecoverable overseas tax on capital special dividend – 30 Total tax charge for the year (Note 7(a)) 587 1,094

Authorised Unit Trusts are exempt from tax on capital gains in the UK.

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Notes to the financial statements

Note 7 Taxation (continued) (c) Provision for deferred taxation At 15 May 2021 the Fund had a potential deferred tax asset of £12,932,827 (15/05/20: £12,935,805) in relation to surplus management expenses of £64,664,136 (15/05/20: £64,679,028). It is unlikely that the Fund will generate sufficient taxable profits in the future to utilise these expenses and, therefore, no deferred tax asset has been recognised in the year or the prior year.

Note 8 Distributions The distributions take account of amounts added on the issue of units and amounts deducted on the cancellation of units, and comprise: 15/05/21 15/05/20 £000 £000 Interim 46,025 73,076 Final 57,839 25,399 103,864 98,475 Amounts deducted on cancellation of units 2,677 2,091 Amounts added on issue of units (22,675) (1,963) Net distribution for the year 83,866 98,603 Net revenue after taxation 83,820 98,539 Expenses taken to capital 46 34 Capital tax balances – 30 Net distribution for the year 83,866 98,603

Details of the distribution per unit are set out in the tables on page 38.

Note 9 Debtors 15/05/21 15/05/20 £000 £000 Sales awaiting settlement 803 – Accrued income 15,329 7,377 Amounts receivable on derivative contracts 77 – Overseas tax recoverable 384 394 Transaction fee prepaid –1 Total debtors 16,593 7,772

Note 10 Cash and bank balances 15/05/21 15/05/20 £000 £000 Cash and bank balances 44,893 28,298 Amounts held at futures clearing houses 5,888 3,188 Broker Cash 2,655 1,665 Total cash and bank balances 53,436 33,151

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Notes to the financial statements

Note 11 Bank overdraft 15/05/21 15/05/20 £000 £000 Broker Cash 6,069 – Total bank overdraft 6,069 –

Note 12 Other creditors 15/05/21 15/05/20 £000 £000 Cancellations awaiting settlement 24,327 150 Purchases awaiting settlement 7,216 192 Manager’s periodic charge payable 934 418 Trustee’s fees payable 30 7 Safe custody charges payable 21 8 Audit fee payable 98 Amounts payable on derivative contracts –9 Handling charges payable 1– Total other creditors 32,538 792

Note 13 Reconciliation of units Class ‘A’ Class ‘B’ Accumulation Accumulation Opening units issued at 15/05/20 155,442,663 836,063,312 Unit movements in year: Units issued 12,969,273 195,955,098 In-specie creations – 921,312,280 Units cancelled (15,160,696) (137,585,992) Closing units at 15/05/21 153,251,240 1,815,744,698

Note 14 Contingencies and commitments At 15 May 2021 the Fund had no outstanding calls on partly paid shares, no potential underwriting commitments or any other contingent liabilities (15/05/20: £nil).

Note 15 Stocklending The total value of securities on loan at the Balance sheet date was £nil (15/05/20: £nil). The gross earnings and fees paid for the year were £45,493 (15/05/20: £147,538) and £8,189 (15/05/20: £26,557) respectively. The gross earnings were split by the lending agent as follows: • 82% to the Lender (PUTM Bothwell UK All Share Listed Equity Fund) • 8% to the Manager (Phoenix Unit Trust Managers Limited) • 10% retained by the Lending Agent (eSec)

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Notes to the financial statements

Note 16 Unitholders’ funds There are two unit classes in issue within the Fund. These are Class ‘A’ Accumulation and Class ‘B’ Accumulation. The Manager’s periodic charge in respect of Class ‘A’ and Class ‘B’ units is expressed as an annual percentage of the value of the property of the Fund attributable to each unit class and is currently 1.515% in respect of Class ‘A’ units and 0.015% in respect of Class ‘B’ units. Consequently, the level of net revenue attributable to each unit class will differ. Should it be necessary to wind-up the Fund, each unit class will have the same rights as regards to the distribution of the property of the Fund.

Note 17 Related party transactions The Manager is a related party to the Fund by virtue of its controlling influence. The Manager is part of the Phoenix Group. Phoenix Life Limited which is also part of the Phoenix Group, is a material unitholder in the Fund and therefore a related party, holding 100% of the units in Class ‘A’ Accumulation at the year end (15/05/20: 100%) and 99.01% of the units in Class ‘B’ Accumulation at the year end (15/05/20: 99.02%). Manager’s periodic charge paid to the Manager, Phoenix Unit Trust Managers Limited, or its associates, is shown in Note 6(a) and details of the units issued and cancelled by the Manager are shown in the Statement of change in net assets attributable to unitholders and Note 8. Any balances due to/from the Manager or its associates at 15 May 2021 in respect of these transactions are shown in Notes 9 and 12.

Note 18 Financial instruments In accordance with the investment objective, the Fund holds certain financial instruments. These comprise: • securities held in accordance with the investment objective and policies; • derivative transactions which the Fund may also enter into, the purpose of which is to manage the currency and market risks arising from the Fund’s investment activities; and • cash and short term debtors and creditors arising directly from operations. Counterparty exposure At 15 May 2021, the Fund had the following counterparty exposure on open Forward Foreign Exchange Contracts: JP Morgan Chase Bank £5 UBS £180 At 15 May 2021, the Fund had the following counterparty exposure on Contracts for Difference: UBS £7,145 The economic exposure of future derivative contracts is equal to the market value. The value of exposure and the related counterparty are disclosed in the Po rtfolio of investments.

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Notes to the financial statements

Note 18 Financial instruments (continued) Currency exposure An analysis of the monetary assets and liabilities at the year end is shown below: Net currency assets Net currency assets 15/05/21 15/05/20 Currency Monetary Non- Total Monetary Non- Total exposure monetary exposure exposure monetary exposure exposure exposure £000 £000 £000 £000 £000 £000 Sterling 20,956 3,811,466 3,832,422 35,914 1,475,400 1,511,314 Euro 2,644 139,037 141,681 1,482 12,828 14,310 US Dollar 7,822 (6,926) 896 2,735 (1,604) 1,131 31,422 3,943,577 3,974,999 40,131 1,486,624 1,526,755

Income received in other currencies is converted to Sterling on or near the date of receipt. The Fund does not hedge or otherwise seek to avoid, movement risk on accrued income.

Interest profile At the year end date, 1.65% (15/05/20: 2.43%) of the Fund’s net assets by value were interest bearing. Interest rates earned/paid on deposits are earned/paid at a rate linked to LIBOR (London Interbank Offered Rate) or international equivalent.

Sensitivity analysis Interest rate risk sensitivity As the majority of the Fund’s financial assets are non-interest bearing, the Fund is only subject to limited exposure to fair value interest rate risk due to fluctuations in levels of market interest rates and therefore, no sensitivity analysis has been provided.

Foreign currency risk sensitivity As the majority of the Fund’s financial assets are in the base currency of the Fund (sterling), the Fund is only subject to limited exposure to fluctuations in foreign currency and therefore, no sensitivity analysis has been provided.

Market price risk sensitivity A five percent increase in the value of the Fund’s portfolio would have the effect of increasing the return and net assets by £198,749,965 (15/05/20: £76,337,750). A five percent decrease would have an equal and opposite effect.

Note 18 Fair value of investments The fair value of the Fund’s investments has been determined using the hierarchy below. This complies with the ‘Amendments to FRS102 - Fair value hierarchy disclosures’ issued by the Financial Reporting Council in March 2016. Level 1 The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. Level 2 Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly. Level 3 Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

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Notes to the financial statements

Note 19 Fair value of investments (continued) For the year ended 15/05/21 Level 1 23Total Investment assets £000 £000 £000 £000 Equities 3,867,285 –93,867,294 Bonds – 18,027 – 18,027 Pooled investment vehicles 52,560 ––52,560 Derivatives 7,145 185 – 7,330 3,926,990 18,212 9 3,945,211

Investment liabilities £000 £000 £000 £000 Derivatives (1,540) (94) – (1,634) (1,540) (94) – (1,634)

For the year ended 15/05/20 Level 1 23Total Investment assets £000 £000 £000 £000 Equities 1,458,985 ––1,458,985 Bonds – 3,970 – 3,970 Pooled investment vehicles 23,786 ––23,786 Derivatives 1,818 415 – 2,233 1,484,589 4,385 – 1,488,974

Investment liabilities £000 £000 £000 £000 Derivatives (2,289) (61) – (2,350) (2,289) (61) – (2,350)

Note 20 Portfolio transaction costs For the year ended 15/05/21 Value Commission Taxes Total Analysis of total purchases costs £000 £000 % £000 % £000 Equity transactions 526,373 78 0.01 1,934 0.37 528,385 Bond transactions 26,323 – – – – 26,323 Pooled investment vehicles 15,771 – – – – 15,771 Corporate actions 15,251 – – – – 15,251 In-specie transactions 1,515,406 – – – – 1,515,406 Total 2,099,124 78 1,934 2,101,136

Value Commission Taxes Total Analysis of total sales costs £000 £000 % £000 % £000 Equity transactions 209,302 (27) (0.01) – – 209,275 Bond transactions 15,236 – – – – 15,236 Pooled investment vehicles 3,678 – – – – 3,678 Corporate actions 33,417 – – – – 33,417 Total 261,633 (27) – 261,606

The Fund has paid £16,953 as commission on purchases and sales of derivatives transactions for the year ended 15.05.21. Commission and taxes as % of average net assets: Commission 0.00% Taxes 0.07%

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Notes to the financial statements

Note 20 Portfolio transaction costs (continued) For the year ended 15/05/20 Value Commission Taxes Total Analysis of total purchases costs £000 £000 % £000 % £000 *Equity transactions 1,234,196 189 0.02 5,656 – 1,240,041 Bond transactions 3,303 – – – – 3,303 Money markets 230,868 – – – – 230,868 Pooled investment vehicles 37,502 – – – – 37,502 Corporate actions 14,595 – – – – 14,595 Total 1,520,464 189 5,656 1,526,309

Value Commission Taxes Total Analysis of total sales costs £000 £000 % £000 % £000 Equity transactions 1,212,171 (217) (0.02) – – 1,211,954 Money markets 332,404 – – – – 332,404 Pooled investment vehicles 3,654 – – – – 3,654 Corporate actions 49,882 – – – – 49,882 In-specie transactions 945,497 – – – – 945,497 Derivative transactions – (23) – – – (23) Total 2,543,608 (240) – 2,543,368

*Tax percentage of Equity transactions in PY has been restated. Commission and taxes as % of average net assets: Commission 0.02% Taxes 0.23% The purchases and sales of securities incurred no direct transaction costs during the year or prior year. Portfolio transaction costs are incurred by the Fund when buying and selling underlying investments. These costs vary depending on the class of investment, country of exchange and method of execution. These costs can be classified as either direct or indirect transaction costs: Direct transaction costs: Broker commissions, fees and taxes. Indirect transaction costs: “Dealing spread” - the difference between buying and selling prices of the underlying investments. At the Balance sheet date the portfolio dealing spread was 0.07% (15/05/20: 0.10%) being the difference between the respective bid and offer prices for the Fund’s investments.

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Distribution tables For the year ended 15 May 2021

Dividend distributions Interim distribution in pence per unit Group 1: units purchased prior to 16 May 2020 Group 2: units purchased 16 May 2020 to 15 November 2020

2021 2020 pence pence per unit per unit Net paid paid income Equalisation 15 Jan 15 Jan

Class ‘A’ Accumulation Group 1 1.0201 — 1.0201 3.1560 Group 2 1.0044 0.0157 1.0201 3.1560

Class ‘B’ Accumulation Group 1 2.4389 — 2.4389 4.9628 Group 2 2. 0354 0.4035 2.4389 4.9628

Final distribution in pence per unit Group 1: units purchased prior to 16 November 2020 Group 2: units purchased 16 November 2020 to 15 May 2021

2021 2020 pence pence per unit per unit Net payable paid income Equalisation 15 Jul 15 Jul

Class ‘A’ Accumulation Group 1 1.6806 — 1.6806 1.3823 Group 2 1.2161 0.4645 1.6806 1.3823

Class ‘B’ Accumulation Group 1 3.0436 — 3.0436 2.7809 Group 2 2.6273 0.4163 3.0436 2.7809

Equalisation This applies only to units purchased during the distribution period (Group 2 units). It is the average amount of revenue included in the purchase price of all Group 2 units and is refunded to the holders of these units as a return of capital. Being capital it is not liable to income tax but must be deducted from the cost of the units for capital gains tax purposes.

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Responsibilities of the manager and the trustee

a) The Manager of the Fund is required by the Financial Conduct Authority’s Collective Investment Schemes Sourcebook (‘the Sourcebook’) to prepare financial statements for each annual accounting period which give a true and fair view of the financial position of the Fund at the end of that period and the net revenue or expense and the net gains or losses on the property of the Fund for the period then ended. In preparing these financial statements, the Manager is required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are prudent and reasonable; • state whether applicable accounting standards have been followed subject to any material departure disclosed and explained in the financial statements; and • prepare the financial statements on the basis that the Fund will continue in operation unless it is inappropriate to presume this. The Manager is also required to manage the Fund in accordance with the Trust Deed, the Prospectus and the Sourcebook, maintain proper financial records to enable them to ensure that the financial statements comply with the Statement of Recommended Practice for Authorised Funds as issued by the IA in May 2014 (amended June 2017) and the Sourcebook and take reasonable steps for the prevention and detection of fraud and other irregularities. b) The Depositary in its capacity as Trustee of the PUTM Bothwell UK All Share Listed Equity Fund must ensure that the Trust is managed in accordance with the Financial Conduct Authority's Collective Investment Schemes Sourcebook, the Financial Services and Markets Act 2000, as amended, (together ‘the Regulations’), the Trust Deed and Prospectus (together ‘the Scheme documents’) as detailed below. The Depositary must in the context of its role act honestly, fairly, professionally, independently and in the interests of the Trust and its investors. The Depositary is responsible for the safekeeping of all custodial assets and maintaining a record of all other assets of the Trust in accordance with the Regulations. The Depositary must ensure that: • the Trust’s cash flows are properly monitored and that cash of the Trust is booked in cash accounts in accordance with the Regulations; • the sale, issue, repurchase, redemption and cancellation of units are carried out in accordance with the Regulations; • the value of unit s of the Trust are calculated in accordance with the Regulations; • any consideration relating to transactions in the Trust’s assets is remitted to the Trust within the usual time limits; • the Trust’s income is applied in accordance with the Regulations; and • the instructions of the Authorised Fund Manager (‘the AFM’), which is the UCITS Management Company, are carried out (unless they conflict with the Regulations). The Depositary also has a duty to take reasonable care to ensure that the Trust is managed in accordance with the Regulations and the Scheme documents of the Trust in relation to the investment and borrowing powers applicable to the Trust.

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Trustee’s report and directors’ statement

Statement of the Depositary’s Responsibilities in respect of the Scheme and Report of the Depositary to the Unitholders of the PUTM Bothwell UK All Share Listed Equity Fund (‘the Trust’) for the period ended 15 May 2021. Having carried out such procedures as we considered necessary to discharge our responsibilities as Depositary of the Trust, it is our opinion, based on the information available to us and the explanations provided, that, in all material respects the Trust, acting through the AFM:

(i) has carried out the issue, sale, redemption and cancellation, and calculation of the price of the Trust’s units and the application of the Trust’s income in accordance with the Regulations and the Scheme documents of the Trust; and

(ii) has observed the investment and borrowing powers and restrictions applicable to the Trust in accordance with the Regulations and the Scheme documents of the Trust.

London HSBC Bank plc 15 September 2021

Directors’ statement In accordance with the requirements of the Collective Investment Schemes Sourcebook as issued and amended by the Financial Conduct Authority, we hereby certify the report on behalf of the Directors of Phoenix Unit Trust Managers Limited.

Birmingham Craig Baker, Director 15 September 2021 Andrew Moss, Director

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Independent auditor’s report to the unitholders of the PUTM Bothwell UK All Share Listed Equity Fund

Opinion We have audited the financial statements of the PUTM Bothwell UK All Share Listed Equity Fund (“the Fund”) for the year ended 15 May 2021, which comprise the Statement of Total Return, the Statement of Change in Net Assets Attributable to Unitholders, the Balance Sheet, the Distribution Tables and the related notes, which include a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 ‘The Financial Reporting Standard applicable to the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: • give a true and fair view of the financial position of the Fund as at 15 May 2021 and of the net revenue and the net capital gains on the scheme property of the Fund for the year then ended; and • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report below. We are independent of the Fund in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (“FRC”) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern In auditing the financial statements, we have concluded that the Fund Manager’s (“the Manager”) use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Fund’s ability to continue as a going concern for a period of 12 months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Manager with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Fund’s ability to continue as a going concern.

Other information The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Manager is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material

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Independent auditor’s report to the unitholders of the PUTM Bothwell UK All Share Listed Equity Fund

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the rules of the Collective Investment Schemes Sourcebook of the Financial Conduct Authority (“the FCA”) In our opinion: • the financial statements have been properly prepared in accordance with the Statement of Recommended Practice relating to Authorised Funds, the rules of the Collective Investment Schemes Sourcebook of the Financial Conduct Authority and the Trust Deed; • there is nothing to indicate that adequate accounting records have not been kept or that the financial statements are not in agreement with those records; and • the information given in the Manager’s report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following matter in relation to which the Collective Investment Schemes Sourcebook of the Financial Conduct Authority requires us to report to you if, in our opinion: • we have not received all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

Responsibilities of the Manager As explained more fully in the Manager’s responsibilities statement set out on page 39, the Manager is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Manager determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Manager is responsible for assessing the Fund’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Manager either intends to wind up or terminate the Fund or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to

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Independent auditor’s report to the unitholders of the PUTM Bothwell UK All Share Listed Equity Fund

which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Fund and determined that the most significant are United Kingdom Generally Accepted Accounting Practice, the Investment Management Association Statement of Recommended practice (the “IMA SORP”), the FCA Collective Investment Schemes Sourcebook, the Fund’s Trust Deed and the Prospectus. • We understood how the Fund is complying with those frameworks through discussions with the Manager and the Fund’s administrator and a review of the Fund’s documented policies and procedures. • We assessed the susceptibility of the Fund’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override, specifically management’s propensity to influence revenue and amounts available for distribution. We identified a fraud risk with respect to the incomplete or inaccurate income recognition through incorrect classification of special dividends and the resulting impact to amounts available for distribution. We tested the appropriateness of management’s classification of material special dividends as either a capital or revenue return. • Based on this understanding we designed our audit procedures to identify non- compliance with such laws and regulations. Our procedures involved review of the reporting to the Manager with respect to the application of the documented policies and procedures and review of the financial statements to test compliance with the reporting requirements of the Fund. • Due to the regulated nature of the Fund, the Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities to identify non-compliance with the applicable laws and regulations. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report This report is made solely to the Fund’s unitholders, as a body, pursuant to Paragraph 4.5.12 of the rules of the Collective Investment Schemes Sourcebook of the Financial Conduct Authority. Our audit work has been undertaken so that we might state to the Fund’s unitholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Fund and the Fund’s unitholders as a body, for our audit work, for this report, or for the opinions we have formed.

Ernst & Young LLP Statutory Auditor Edinburgh 15 September 2021

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Appendix (unaudited)

The Fund carried out stocklending activities for the purpose of efficient portfolio management and in order to generate income. Revenue earned from these activities is shown in the Statement of Total Return. As at 15 May 2021 there were no securities on loan or collateral held. Thus none of the disclosure is given.

Return and cost Gross return Cost % of overall Net return £000 £000 returns £000 Fund 45 (8) 82.00 37 45 (8) 37

The gross earnings were split by the lending agent as follows: • 82% to the Lender (PUTM Bothwell UK All Share Listed Equity Fund) • 8% to the Manager (Phoenix Unit Trust Managers Limited) • 10% retained by the Lending Agent (eSec)

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Corporate information (unaudited)

The information in this report is designed to enable unitholders to make an informed judgement on the activities of the Fund during the period it covers and the results of those activities at the end of the year. Phoenix Unit Trust Managers Limited is part of the Phoenix Group. Unit prices appear daily on our website www.phoenixunittrust.co.uk. Administration & Dealing: 0345 584 2803 (between the hours of 9am & 5pm).

Remuneration The Manager has adopted a remuneration policy, up-to-date details of which can be found on www.phoenixunittrust.co.uk. This statement describes how remuneration and benefits are calculated and identifies the committee which oversees and controls this policy. A paper copy of these details can be requested free of charge from the Manager. This statement fulfils Phoenix Unit Trust Managers Limited’s (‘the Manager’) obligations as an authorised UCITS Manager in respect of compliance with the UCITS V Remuneration Code and contains relevant remuneration disclosures. PUTM Unit Trusts are managed by Phoenix Unit Trust Managers Limited, which is a subsidiary of Phoenix Life Limited, part of The Phoenix Group plc (‘the Group’). The Remuneration Committee (‘the Committee’) of the Group has established a Remuneration Policy which applies to all entities of the Group. The guiding principles of this policy ensure sound and effective risk management so as not to encourage risk-taking outside of the Group’s risk appetite, and support management in the operation of their business through identification of minimum control standards and key controls. The Committee approves the list of UCITS Code Staff annually and identified UCITS Code Staff are annually notified of their status and the associated implications. Further information on the Group Remuneration Policy can be found in the Group annual reports and accounts which can be found on www.phoenixgroup.com. The below table provides detail of remuneration provided, split between fixed and variable remuneration, for UCITS Code Staff (defined as all staff whose professional activities have material impact on the risk profiles of the fund it manages).

As at 31 December 2020 Headcount Total remuneration Phoenix Unit Trust Managers 2 90,001.02 of which Fixed Remuneration 2 58,675.02 Variable Remuneration 1 31,326.00 Carried Interest n/a

Highest paid Director’s Remuneration 42,117.08

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Corporate information (unaudited)

The Directors are employed by fellow entities of the Group. The total compensation paid to the Directors of the Manager is in respect of services to the Manager, irrespective of which entity within the Phoenix Group has paid the compensation. Please note that due to the employment structure and resourcing practices of the Group, the staff indicated in this table may also provide services to other companies in the Group. The table states the actual number of employees who are fully or partly involved in the activities of the Manager, no attempt has been made to apportion the time spent specifically in support of each fund as this data is not captured as part of the Manager’s normal processes. The remuneration disclosed is the total remuneration for the year and has been apportioned between the provisions of services to the Manager and not the Fund. Total remuneration can include any of the following; • Fixed pay and annual/long term incentive bonuses. • Where fixed pay is directly attributable to PUTM Unit Trusts (for example, fees for Phoenix Unit Trust Managers Limited), 100% of those fees. • For other individuals, pro-rated using the average AUM of PUTM Unit Trusts (as a proportion of the aggregate average AUM of The Phoenix Group plc) as proxy. Senior Management includes – PUTM Board and PUTM Executive Committees. Other Code Staff includes all other UCITS Code Staff not covered by the above.

Assessment of Value We are required to perform an annual assessment of the value for money for each unit class of PUTM Bothwell UK All Share Listed Equity Fund. This has been performed based on the information available as at 15 May 2021. We have performed this review having regard to a wide range of factors. In doing so, we have made comparison with the other unit classes of the relevant fund, with the unit classes and sub-funds within our fund ranges and also with comparable unit classes and sub-funds in the rest of the market. Broadly speaking, assessment of value requires consideration of a combination of factors, including the return achieved, the price paid, the risk taken and the quality and range of services provided by the asset manager. This also needs to be considered in the context of the investment objectives and policy for the Fund, the target investor and the recommended holding period. In considering cost, regard needs to be had to the total cost of investing, including any adviser charges, platform charges, adviser fees and the on-going annual management charge. Regard also needs to be had to the degree of active management; as an investor, you would not be receiving value, if you were being charged fees for active portfolio management, where in fact, the Fund’s composition of performance is staying very close to a benchmark. These factors also need to be considered in the context of the size of the portfolio and the ability of larger funds to benefit from economies of scale. As regards performance, it is important that performance is considered over an appropriate timescale given the Fund’s objectives, and should be measured net of fees. Based on our assessment of the value of each unit class, PUTM are comfortable that the Fund meets the required Assessment of Value criteria. No immediate action is required. Further details of the Assessment of Value can be found at the following link: https://www.phoenixunittrust.co.uk/report-and-accounts.aspx

Risks The price of units and the revenue from them can go down as well as up and investors may not get back the amount they invested, particularly in the case of early withdrawal. Tax levels and reliefs are those currently applicable and may change. The value of any tax relief depends on personal circumstances. Management charges on some funds are charged to capital and therefore a reduction in capital may occur. Depending on the fund, the value of your investment may change with currency movements.

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Corporate information (unaudited)

Manager Investment Adviser Phoenix Unit Trust Managers Limited (PUTM) Henderson Global Investors Limited 1 Wythall Green Way 201 Bishopsgate Wythall London Birmingham B47 6WG EC2M 3AE Tel: 0345 584 2803 Authorised and regulated by the Financial Conduct Authority. Registered in England – No.03588031 Authorised and regulated by the Financial Conduct Authority. Trustee HSBC Bank plc Directors 1-2 Lochside Way Andrew Moss PUTM Director, Chief Executive Edinburgh Park Phoenix Life; Edinburgh EH12 9DT Authorised by the Prudential Regulation Authority Craig Baker PUTM Director, Head of Investment Management Phoenix Life; and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Mike Urmston Non Executive Director of PUTM; Nick Poyntz-Wright Non Executive Director of PUTM. Independent Auditor Ernst & Young LLP Registrar and correspondence address Atria One Phoenix Unit Trust Managers Limited 144 Morrison Street Floor 1, 1 Grand Canal Square Edinburgh EH3 8EX Grand Canal Harbour Dublin 2 Authorised status Ireland This Fund is an Authorised Unit Trust scheme under section Authorised and regulated by the Financial Conduct Authority. 243 of the Financial Services & Markets Act 2000 and is categorised under the Collective Investment Schemes Sourcebook as a UCITS fund.

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Notes

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Notes

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Contact: Client Services Call: 0345 584 2803 Correspondence Address: Floor 1, 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland Visit: phoenixunittrust.co.uk

Telephone calls may be monitored and/or recorded for the purposes of security, internal training, accurate account operation, internal customer monitoring and to improve the quality of service. Please note the Key Investor Information Document (KIID), the Supplementary Information Document (SID) and the full prospectus are available free of charge. These are available by contacting Client Services on 0345 584 2803. Phoenix Unit Trust Managers Limited does not accept liability for any claims or losses of any nature arising directly or indirectly from use of the data or material in this report. The information supplied is not intended to constitute investment, tax, legal or other advice. Phoenix Unit Trust Managers Limited* is a Phoenix Group Company. Registered in England No 3588031. Registered office: 1 Wythall Green Way, Wythall, Birmingham B47 6WG. *Authorised and regulated by the Financial Conduct Authority.

B548.05.21