PHOENIX UNIT TRUST MANAGERS

MANAGER’S ANNUAL REPORT For the year: 16 May 2018 to 15 May 2019

PUTM BOTHWELL UK ALL SHARE LISTED EQUITY FUND

Contents

Investment review* 2-4

Portfolio of investments* 5-13

Top ten purchases and sales 14

Statistical information* 15-18

Statements of total return & change in net assets attributable to unitholders 19

Balance sheet 20

Notes to the financial statements 21-30

Distribution tables 31

Responsibilities of the manager and the trustee 32

Trustee’s report and directors’ statement 33

Independent auditor’s report 34-36

Appendix 37-38

Corporate information* 39-41

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

1 Investment review Dear Investor Performance Review Welcome to the PUTM Bothwell UK All Share Listed The PUTM Bothwell UK All Share Listed Equity Fund Equity Fund annual report (formerly PUTM Bothwell UK returned -4.25% over the review period (Source: Equity 350 Fund) for the 12 months to 15 May 2019. Standard Life Investments for the 12 months to 15/05/19). This is compared to the benchmark return -2.18% (Source: Datastream, FTSE ALL Share Index from 14/12/2018, prior to 13/12/2018 FTSE 350 Ex IT Index). The table shows how the Fund performed against its benchmark index over the last five discrete one-year periods.

Standardised Past Performance

May 18-19 May 17-18 May 16-17 May 15-16 May 14-15 % growth % growth % growth % growth % growth

PUTM Bothwell UK All Share Listed -4.2 9.2 23.9 -9.8 10.7 Equity Fund

Benchmark Index -2.2 8.0 25.4 -8.0 7.2

Source: Fund performance is Standard Life Investments, benchmark index performance is Datastream, FTSE ALL Share Index from 14 December 2018, prior to 13 December FTSE 350 Ex IT Index, to May 15 each year. This Fund was actively managed from inception to 1 April 2018. Thereafter, it was subject to a performance monetarism during the period of transition to enhanced index management, which completed on 31 May 2018. The Fund was renamed from the PUTM Bothwell UK Equity 350 Fund to the PUTM Bothwell UK All Share Listed Equity Fund on 14 December following a benchmark change. The enhanced index investment process is a low relative risk, active quantitative equity strategy. The Fund invests across multiple enhanced factors in a strategic manner, aiming to deliver consistent low-risk outperformance.

Past performance is not a guide to future performance.

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.

Please note that all past performance figures are calculated without taking the initial charge into account.

2 Investment review Portfolio and Market Review period, the tracking error halved to around 1%). Three, to Although UK share prices were up over the 12 months, increase exposure to the quantitative multifactor alpha there was some volatility along the way. The stock market signal. This alpha signal is made up of value, quality and had to weather political upheaval and Brexit-related momentum metrics. uncertainty. At the sector level, shares in technology and We also conducted a rebalance on 19 June 2018. This healthcare companies were among the top performers. was a standard monthly rebalance, which we carry out By contrast, telecoms and utilities struggled. for all ‘Better Beta’ mandates. We rebalance on a monthly After a weak start to 2018, the UK equity market basis to refresh the portfolio’s exposure to the multifactor rebounded into the summer. Sterling weakness benefited alpha signal. companies that make the bulk of their earnings overseas. Turning to performance, value contributed negatively to In particular, oil firms were in the ascendency as crude returns in Q2 2018, as the Fund had positive exposure to reached nearly $80 per barrel in May – its highest level the factor. This was partially offset by some of our quality in four years. The positive mood was not to last, however. and momentum factors, which performed well. The UK equities fell back, as stumbling Brexit negotiations, positive quality performance continued through the the worsening US-China trade conflict and emerging- summer and autumn, as equities sold off. By contrast, market volatility dominated headlines. Nevertheless, exposure to the momentum factor had a negative impact economic data was generally positive, with better-than- on the portfolio. However, the tables reversed in Q1 anticipated GDP growth and lower unemployment. This 2019, with quality a negative during the strong market led the Bank of England to increase interest rates to rally. This, though, was offset by the momentum factor. 0.75% in August. As for active stock positions, an overweight position in UK share prices ended 2018 in the doldrums. As a Shire contributed to Fund performance. Its shares result, the FTSE 100 Index delivered its weakest annual climbed after Japanese pharmaceuticals group Takeda performance since 2008. The broader FTSE All-Share announced it was buying the company. Staying with deal Index also closed the year with a double-digit decline. activity, Virgin Money performed well after CYBG The prospect of a worldwide economic slowdown and launched a successful takeover bid. Additional highlights Brexit uncertainty continued to dent sentiment. UK included Barclays, British American Tobacco and Tate & equities then enjoyed a rebound in the opening months of Lyle. 2019. In particular, a more dovish tone from the major By contrast, an overweight position in Royal Mail central banks and optimism over US-China trade talks disappointed after it issued a profit warning. The combined to boost investor sentiment. In April, the UK’s company blamed declining letter volumes and failure to decision to delay Brexit led to further gains for equities. meet cost-cutting targets. Royal Mail scored strongly on The quantitative investments team took on the our value and quality metrics. A profit warning also hit management of this portfolio on 16 April 2018. Over the financial firm . It had scored strongly across course of six weeks, we transitioned the portfolio to a value, quality and momentum metrics. Positions in multifactor quantitative strategy. We carried out three Vodafone, IG Group and a lack of exposure to Experian large rebalance trades as part of this transition. The also hurt relative returns. trades were carried out on the weeks commencing 23 April, 7 May and 21 May 2018. Market Outlook and Fund Strategy Each rebalance trade had three aims. One, to raise £300 The UK market faces various risks in 2019. These million at each rebalance to facilitate strategic asset include the global economic cycle, Brexit negotiations, allocation flows of £900 million out of UK equity into trade wars and fragile UK consumer confidence. UK other strategies. Two, to reduce the tracking error in line inflationary pressures have started to ease, with real with the new mandate (over the course of the transition wage growth turning positive. Along with robust

3 Investment review employment numbers and increased government spending, this is supporting economic growth. The uncertainty around Brexit means that investment spending is likely to soften in 2019. From a central bank perspective, the market’s expectation for interest rate hikes in 2019 has reversed. Similarly, US rate rises have stalled. The Fund’s strategy is to gain exposure to factors that are RIPE (robust, intuitive, persistent & empirical). These include value, quality and momentum. We also aim to enhance these well-established risk premia by using better factor definitions. For example, value is enhanced by using forward-looking metrics (e.g. forward dividend yield). We enhance quality by including companies’ capital expenditures and efficiency of capital utilisation. Meanwhile, momentum is enhanced by including industry momentum, as well as stock momentum. We do not try to time factors or dynamically switch between them. Instead, we aim to maintain a diversified exposure across multiple uncorrelated factors. The volatility of the Fund is similar to the index and beta is close to 1. The projected tracking error of the Fund is close to the midpoint of the mandated range (0.5-1.5%).

4 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % UK Equities (15/05/18 – 87.77%) 90.74 Aerospace & Defence 1.40 1,668,256 BAE Systems 7,756 0.27 10,278,242 Cobham 11,748 0.41 2,090,119 11,073 0.38 1,241,537 QinetiQ 3,727 0.13 224,215 Rolls-Royce 2,053 0.07 15,919,265 Rolls-Royce Holdings preference Shares* – 0.00 1,844,515 Senior 4,161 0.14 Alternative Energy 0.08 204,763 Porvair 1,089 0.04 656,318 1,096 0.04 Banks 8.69 196,278 Bank of Georgia Group 3,209 0.11 10,660,434 Barclays 17,055 0.59 24,526,263 HSBC Holdings 162,585 5.64 105,309,244 Lloyds Banking Group 64,207 2.23 380,614 Royal Bank of Scotland 876 0.03 370,205 Standard Chartered 2,509 0.09 Beverages 4.13 3,586,123 Diageo 118,898 4.13 Chemicals 0.53 72,696 Johnson Matthey 2,275 0.08 137,724 548 0.02 539,875 11,143 0.39 189,716 Zotefoams 1,142 0.04 Construction & Materials 0.69 184,396 455 0.02 686,096 Costain Group 2,261 0.08 1,047,183 Forterra 2,984 0.10 232,013 Keller 1,640 0.06 234,899 Kier Group 802 0.03 12,289 Marshalls Group 81 0.00 159,163 MJ Gleeson 1,340 0.05 1,689,196 Redrow 9,713 0.34 117,747 289 0.01 Electricity 0.17 1,524,229 4,996 0.17 Electronic & Electrical Equipment 0.82 1,167,218 Halma 20,771 0.72 80,466 927 0.03 751,769 2,158 0.07 Equity Investment Instruments 2.92 411,513 Aberdeen Diversified Income and Growth Trust 475 0.02 113,902 Aberforth Smaller Companies Trust 1,472 0.05 421,678 3,226 0.11 42,104 665 0.02

5 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Equity Investment Instruments (continued) 113,805 Baillie Gifford Japan Trust 879 0.03 340,250 Baillie Gifford Shin Nippon Investment 604 0.02 154,045 1,369 0.05 67,150 Biotech Growth Trust 462 0.02 256,288 BlackRock Frontiers Investment Trust 340 0.01 108,803 BlackRock Greater Europe Investment Trust 378 0.01 59,989 Blackrock Smaller Companies Trust 873 0.03 91,474 BlackRock Throgmorton Trust 494 0.02 222,052 Blackrock World Mining Trust 767 0.03 126,715 BMO Capital and Income Investment Trust 403 0.01 75,122 BMO Global Smaller Companies 995 0.03 92,561 BMO Private Equity Trust 306 0.01 141,244 British Empire Securities and General Trust 1,020 0.04 452,484 City of London Investment Trust 1,871 0.06 498,780 CQS New City High Yield Fund 293 0.01 187,983 Dunedin Income Growth Investment Trust 491 0.02 236,478 Edinburgh Dragon Trust 915 0.03 245,416 Edinburgh Investment Trust 1,509 0.05 33,385 Electra Private Equity 110 0.00 51,581 European Investment Trust 411 0.01 221,928 Finsbury Growth and Income Trust 1,966 0.07 682,266 Foreign & Colonial Investment Trust 4,721 0.16 32,876 Fundsmith Emerging Equities Trust 393 0.01 222,643 Henderson International Income Trust 352 0.01 93,951 Henderson Smaller Companies Investment Trust 821 0.03 87,013 1,175 0.04 43,361 HG Capital Trust 928 0.03 2,251,439 HICL Infrastructure 3,607 0.13 86,892 ICG Enterprise Trust 756 0.03 226,595 Impax Environmental Markets Trust 657 0.02 41,289 Invesco Perpetual UK Smaller Companies Investment Trust 212 0.01 118,422 J.P. Morgan Asian Investment Trust 430 0.01 71,424 J.P. Morgan Claverhouse Investment Trust 500 0.02 155,584 J.P. Morgan Emerging Markets Investment Trust 1,453 0.05 91,740 J.P. Morgan European Investment Trust 248 0.01 201,226 J.P. Morgan European Smaller Companies Investment Trust 700 0.02 373,419 J.P. Morgan Global Emerging Markets Income Trust 500 0.02 131,957 J.P. Morgan Indian Investment Trust 929 0.03 202,940 J.P. Morgan Japanese Investment Trust 858 0.03 29,945 J.P. Morgan Mid Cap Investment Trust 326 0.01 61,548 J.P. Morgan Russian Securities 348 0.01 133,456 Jupiter European Opportunities Trust 1,052 0.04 146,469 Corporation 885 0.03 33,337 Lowland Investment Company 453 0.02 136,237 Merchants Trust 660 0.02 270,231 2,337 0.08

6 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Equity Investment Instruments (continued) 83,109 688 0.02 155,238 Murray International Trust 1,770 0.06 35,793 North American Income Trust 503 0.02 55,250 Pacific Assets Trust 157 0.01 67,726 1,463 0.05 302,574 Perpetual Income and Growth Trust 983 0.03 2,708 1,104 0.04 255,270 Polar Capital Global Financials Trust 334 0.01 168,019 Polar Capital Technology Trust 2,241 0.08 159,352 RIT Capital Partners 3,219 0.11 70,100 Riverstone Energy 638 0.02 210,673 Schroder Asia Pacific Fund 924 0.03 112,931 Schroder Asian Total Return 390 0.01 45,124 Schroder UK Mid Cap Fund 240 0.01 176,451 Scottish American Investment Trust 678 0.02 97,672 Scottish Investments Trust 762 0.03 1,813,057 Scottish Mortgage Investment Trust 9,410 0.33 37,027 Scottish Oriental Smaller Companies Trust 364 0.01 127,726 Standard Life UK Smaller Companies Trust 628 0.02 84,063 Temple Bar Investment Trust 1,086 0.04 322,777 Templeton Emerging Markets Investment Trust 2,411 0.08 62,746 TR European Growth Trust 545 0.02 399,208 TR Property Investments Trust 1,627 0.06 99,716 Utilico Emerging Market Trust 219 0.01 222,841 2,349 0.08 1,040,439 Woodford Patient Capital Trust 841 0.03 64,375 Worldwide Healthcare Trust 1,642 0.06 Financial Services 3.93 4,256,033 3i Group 44,859 1.56 73,482 AJ Bell 312 0.01 694,184 Arrow Global Group 1,359 0.05 546,365 2,535 0.09 784,462 2,377 0.08 18,517 Close Brothers 278 0.01 290,070 Hargreaves Lansdown 6,791 0.24 2,514,468 IG Group Holdings 12,072 0.42 432,254 Intermediate Capital Group 5,079 0.18 256,338 IP Group 230 0.01 1,065,781 4,103 0.14 215,000 Liontrust Asset Management 1,484 0.05 11,702,573 17,437 0.60 702,436 3,247 0.11 5,756,266 Quilter 8,252 0.29 81,621 Schroders 2,505 0.09 Fixed Line Telecommunications 0.29 3,657,293 BT Group 7,505 0.26 53,336 771 0.03

7 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Food & Drug Retailers 3.09 557,173 11,545 0.40 1,081,322 Morrison (WM) Supermarkets 2,322 0.08 317,673 Ocado Group 4,055 0.14 11,627,278 Sainsbury 24,080 0.84 19,330,594 Tesco 47,089 1.63 Food Producers 1.40 1,177,788 Devro 2,485 0.09 73,815 756 0.03 1,911,166 SSP Group 13,302 0.46 3,000,288 Tate & Lyle 23,672 0.82 Gas, Water & Multiutilities 1.50 19,902,038 18,911 0.66 2,882,163 National Grid 24,288 0.84 General Industrials 0.29 177,650 RPC Group 1,404 0.05 106,654 Smith (David S) 352 0.01 1,238,815 Vesuvius 6,665 0.23 General Retailers 1.21 1,410,606 BCA Marketplace 2,673 0.09 265,995 2,293 0.08 306,499 Inchcape 1,816 0.06 241,522 JD Sports Fashion 1,507 0.05 7,670,354 Marks & Spencer Group 21,047 0.73 30,463 Next Group 1,758 0.06 6,337,093 Saga 3,536 0.12 226,753 Sports Direct International 663 0.02 Healthcare Equipment & Services 0.82 115,917 Consort Medical 1,034 0.04 4,955,311 ConvaTec Group 7,027 0.24 182,237 Georgia Healthcare Group 419 0.01 675,443 Medica Group 1,013 0.04 862,514 Smith & Nephew 14,059 0.49 Household Goods 3.06 608,411 Barratt Developments 3,731 0.13 10,320 304 0.01 500,375 Berkeley Group Holdings 18,669 0.65 49,588 Bovis Homes Group 519 0.02 806,718 2,573 0.09 505,007 Headlam Group 2,230 0.08 945,339 McBride 813 0.03 14,180,085 McBride Preference shares* – 0.00 724,675 Persimmon 15,276 0.53 318,133 Reckitt Benckiser 19,817 0.69 13,472,733 Taylor Wimpey 23,779 0.83

8 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Industrial Engineering 0.39 59,688 International 476 0.02 114,082 IMI 1,111 0.04 644,925 Melrose Industries 1,174 0.04 1,168,124 Severfield 853 0.03 72,231 Spirax Sarco Engineering 6,154 0.21 615,120 Trifast 1,433 0.05 Industrial Metals 0.31 1,548,585 Evraz 8,960 0.31 Industrial Transportation 0.54 1,311,115 Gulf Marine Services 155 0.01 15,569 James Fisher 311 0.01 6,215,957 Royal Mail 14,850 0.52 Leisure Goods 0.31 210,122 9,023 0.31 Life Insurance 2.36 10,133,823 Aviva 42,218 1.46 222,268 Chesnara 826 0.03 1,537,423 Prudential 25,037 0.87 Media 3.10 117,726 Group 3,096 0.11 219,126 Euromoney Institutional Investor 3,085 0.11 2,786,132 Informa 21,637 0.75 8,274,352 ITV 9,354 0.32 1,500,774 Moneysupermarket.com 5,329 0.18 2,872,838 Pearson 23,069 0.80 1,346,529 RELX 23,874 0.83 Mining 6.34 1,229,686 Anglo American 23,517 0.82 195,189 Antofagasta 1,610 0.06 3,918,673 BHP Group 68,577 2.38 384,973 Lonmin 239 0.01 1,955,720 Rio Tinto 88,379 3.07 Mobile Telecommunication 2.16 49,501,289 Vodafone Group 62,352 2.16 Non-Equity Investment Instruments 0.52 43,670 Aberdeen Standard Asia Focus 450 0.02 433,577 Diverse Income Trust 401 0.01 357,455 Edinburgh Worldwide Investment Trust 658 0.02 465,279 Fidelity China Special Situations 1,038 0.04 228,607 591 0.02 162,276 J.P. Morgan Global Growth & Income Trust 514 0.02 3,028,535 10,897 0.38 155,000 Polar Capital Global Healthcare Trust 315 0.01

9 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Non-Life Insurance 1.79 729,567 Admiral Group 14,963 0.52 955,125 Beazley 5,172 0.18 8,816,465 Direct Line Insurance 27,939 0.97 1,795,060 Hastings Group Holdings 3,317 0.12 Oil & Gas Producers 14.58 24,811,150 BP 133,831 4.64 1,470,459 Ophir Energy 844 0.03 3,098,070 Royal Dutch Shell ‘A’ 78,025 2.71 8,220,392 Royal Dutch Shell ‘B’ 207,647 7.20 Personal Goods 2.53 1,686,616 Burberry Group 32,408 1.12 866,614 Unilever 40,644 1.41 Pharmaceuticals & Biotechnology 7.34 1,199,939 AstraZeneca 69,848 2.42 1,465,168 BTG 12,220 0.42 7,619,168 GlaxoSmithKline 116,817 4.05 575,799 Hikma Pharmaceuticals 10,249 0.36 4,967,796 2,594 0.09 Real Estate & Investment Services 1.84 183,338 BB Healthcare Trust 246 0.01 40,872 1,230 0.04 522,622 1,202 0.04 1,024,690 Grainger 2,646 0.09 2,073,660 15,698 0.54 1,423,130 Greencoat UK Wind 1,953 0.07 275,736 J.P. Morgan American Investment Trust 1,233 0.04 2,657,013 Land Securities 23,445 0.81 992,609 Mercantile Investment Trust 2,071 0.07 197,770 Montanaro UK Smaller Companies Investment Trust 226 0.01 97,000 P2P Global Investments 834 0.03 148,413 1,276 0.04 73,061 Smithson Investment Trust 859 0.03 496,779 TwentyFour Income Fund 566 0.02 Real Estate Investment Trust 0.11 283,885 Hansteen Holdings 265 0.01 1,450,472 LondonMetric Property 2,991 0.10 17,315 Holdings 111 0.00 Software & Computer Services 2.62 5,052,614 Auto Trader Group 29,881 1.04 284,666 Avast 859 0.03 506,427 6,209 0.22 259,772 FDM Group Holdings 2,491 0.09 624,253 International 11,413 0.40 1,310,613 Rightmove 7,351 0.26 1,054,391 Sage Group 7,554 0.26 883,496 8,093 0.28 352,456 Sophos Group 1,198 0.04

10 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Support Services 3.15 161,217 1,315 0.05 283,446 Ashtead Group 5,754 0.20 1,520,446 7,943 0.28 1,557,374 Bunzl 32,440 1.13 204,147 Diploma 3,128 0.11 1,631,998 10,050 0.35 293,326 Equiniti Group 648 0.02 240,946 Howden Joinery Group 1,253 0.04 358,807 Intertek Group 18,378 0.64 705,159 Rentokil Initial 2,714 0.09 337,688 Ricardo 2,675 0.09 367,083 Robert Walters 2,210 0.08 1,494,634 SIG 2,101 0.07 Technology Hardware & Equipment 0.12 2,238,007 Communications 3,505 0.12 Tobacco 3.16 2,288,725 British American Tobacco 66,487 2.31 1,156,905 Imperial Brands 24,625 0.85 Travel & Leisure 2.45 26,530 Carnival 1,061 0.04 2,125,497 Compass Group 37,791 1.31 1,189,280 Domino’s Pizza Group 3,026 0.09 78,046 easyJet 775 0.03 4,798,864 Firstgroup 5,504 0.19 141,623 Go-Ahead Group 2,634 0.09 331,327 Gym Group 755 0.03 1,054,708 Hollywood Bowl Group 2,405 0.08 718,636 Hostelworld Group 1,689 0.06 984,711 Mitchells & Butlers 2,383 0.08 1,501,870 6,101 0.21 123,316 On The Beach Group 539 0.02 545,727 Restaurant Group 735 0.03 2,422,557 Thomas Cook Group 557 0.02 376,016 Wetherspoon (JD) 4,978 0.17 Unquoted Equities 0.00 1,357 HIE Ventures ‘A’ Shares+ – 0.00 5,426 HIE Ventures+ – 0.00 Overseas equities (15/05/18 – 9.88%) 6.98 Alternative Energy 0.02 465,650 Bluefield Solar Income Fund 605 0.02 Beverages 1.08 1,113,067 Coca Cola 31,099 1.08 Construction & Materials 1.03 211,211 CRH 5,257 0.18 433,211 Ferguson 24,056 0.83 11,384 RHI Magnesita 541 0.02

11 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Electronic & Electrical Equipment 0.07 86,175 XP Power 2,154 0.07 Equity Investment Instruments 0.30 225,432 Aberdeen Asia Income Fund 464 0.02 180,161 CVC Credit Partners European Opportunities 194 0.01 246,569 Dragon Capital Vietnam Enterprise Investment 1,063 0.04 1,084,619 GCP Infrastructure Investments 1,393 0.05 155,857 Henderson Far East Income 539 0.02 133,039 Highbridge Multi-Strategy Fund 287 0.01 982,079 NB Global Floating Rate Income Fund 880 0.03 53,926 Princess Private Equity Holding 464 0.02 225,290 Ruffer Investment Company 473 0.02 1,334,721 Sequoia Economic Infrastructure Income Fund 1,487 0.05 234,923 VinaCapital Vietnam Opportunity Fund 793 0.03 Financial Services 0.45 137,175 202 0.01 1,865,399 International Public Partnership 2,929 0.10 706,850 JTC 2,898 0.10 796,600 Plus500 4,818 0.17 11,531 78 0.00 319,088 Schroder Oriental Income Fund 785 0.03 512,134 1,291 0.04 General Industrials 0.28 379,110 Smurfit Kappa Group 8,215 0.28 Media 0.64 231,586 Entertainment One 1,071 0.04 339,848 Tarsus Group 1,077 0.04 1,697,391 WPP 16,227 0.56 Mining 1.30 13,415,426 Glencore 37,335 1.30 Non-Equity Investment Instruments 0.16 24,796 BH Global 357 0.01 729,171 Bilfinger Berger Global Infrastructure SICAV~ 1,145 0.04 152,857 Genesis Emerging Market Fund 1,078 0.04 1,541,077 Renewables Infrastructure 1,936 0.07 Non-Life Insurance 0.01 23,115 371 0.01 Oil Equipment & Services 0.08 536,617 Petrofac 2,255 0.08 Real Estate & Investment Services 0.41 682,241 1,900 0.07 17,615 BH Macro 410 0.01 537,598 F&C Commercial Property Trust 643 0.02 691,101 Foresight Solar Fund 819 0.03 140,516 GCP Asset Backed Income Fund 155 0.01 100,543 Harbourvest Global Private Equity 1,538 0.05 343,627 John Laing Environmental Asset Group 399 0.01

12 Portfolio of investments (unaudited)

Investments held at 15 May 2019 Market Percentage of value total net assets Holding Investment £000 % Real Estate & Investment Services ( continued ) 35,147 NB Private Equity Partners 374 0.01 724,630 Nextenergy Solar Fund 873 0.03 272,711 Pershing Square Holding 3,633 0.13 449,741 SQN Asset Finance Income Fund 421 0.01 472,139 Starwood European Real Estate Finance 489 0.02 38,470 Third Point Offshore Investors Fund 433 0.01 Software & Computer Services 0.15 1,103,837 4,415 0.15 Support Services 0.25 4,331 DCC 298 0.01 735,327 6,809 0.24 Travel & Leisure 0.75 557,417 DP Eurasia 521 0.02 4,146,660 International Consolidated Airlines Group 21,065 0.73 Warrants 0.00 1,621 Kenmare resources warrants 11/19 – 0.00 Money Markets (15/05/18 – 5.44%) 3.52 101,536 Aberdeen Liquidity Fund Lux-Sterling Fund Z-1 Acc~ 101,536 3.52 Futures (15/05/18 – 0.02%) 0.04 1,100 ICF FTSE 250 Index Future June 2019 975 0.03 526 ICF FTSE 100 Index Future June 2019 399 0.01

Portfolio of investments 2,919,119 101.28 Net other liabilities (36,995) (1.28) Net assets 2,882,124 100.00

Unless otherwise stated, all investments 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 Morgan Stanley. +In liquidation *Rolls Royce ‘C’ and McBride preference shares are received instead of a dividend. These are valued at 0.1p per share and the market value is reflected in the Accrued Income of the Fund rather than the Portfolio. ~ SICAV (Open ended investment schemes registered outside the UK).

13 Top ten purchases and sales For the year ended 15 May 2019

Purchases Cost Sales Proceeds £000 £000 Aberdeen Liquidity Fund Lux-Sterling Aberdeen Liquidity Fund Lux-Sterling Fund Z-1 Acc 493,194 Fund Z-1 Acc 579,537 Royal Dutch Shell ‘A’ 80,599 Royal Dutch Shell ‘B’ 115,842 Lloyds Banking Group 42,230 Shire 100,045 BHP Billiton 41,729 Prudential 67,139 GlaxoSmithKline 38,763 National Grid 63,743 Bunzl 37,065 HSBC Holdings 63,416 Compass Group 32,100 GVC Holdings 51,078 Burberry Group 30,921 Diageo 45,422 Diageo 28,891 Johnson Matthey 45,316 Coca Cola 28,543 Babcock International 44,826 Subtotal 854,035 Subtotal 1,176,364 Other purchases 1,232,406 Other sales 1,306,749 Total purchases for the year 2,086,441 Total sales for the year 2,483,113

14 Statistical information

Comparative tables Class ‘A’ Accumulation 15/05/19 15/05/18 15/05/17 pence pence pence Change in net assets per unit Opening net asset value per unit 179.02 166.33 136.15 Return before operating charges* (7.34) 15.25 32.51 Operating charges (2.57) (2.56) (2.33) Return after operating charges* (9.91) 12.69 30.18

Distributions on accumulation units (4.59) (4.07) (3.50) Retained distributions on accumulation units 4.59 4.07 3.50

Closing net asset value per unit 169.11 179.02 166.33

*after direct transaction costs of:^ 0.45 0.26 0.22

Performance Return after charges (5.54)% 7.63% 22.17%

Other information Closing net asset value (£000) 272,553 321,344 347,879 Closing number of units 161,168,880 179,498,901 209,152,314 Operating charges 1.52% 1.52% 1.52% Direct transaction costs 0.27% 0.16% 0.14%

Prices + Highest unit price (pence) 197.13 193.48 179.31 Lowest unit price (pence) 152.50 158.46 128.18

^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.

15 Statistical information

Comparative tables Class ‘B’ Accumulation 15/05/19 15/05/18 15/05/17 pence pence pence Change in net assets per unit Opening net asset value per unit 200.49 183.49 147.97 Return before operating charges* (8.73) 17.04 35.56 Operating charges (0.04) (0.04) (0.04) Return after operating charges* (8.77) 17.00 35.52

Distributions on accumulation units (7.77) (7.32) (6.34) Retained distributions on accumulation units 7.77 7.32 6.34

Closing net asset value per unit 191.72 200.49 183.49

*after direct transaction costs of:^ 0.51 0.29 0.24

Performance Return after charges (4.37)% 9.26% 24.00%

Other information Closing net asset value (£000) 2,609,571 3,131,077 3,722,856 Closing number of units 1,361,162,465 1,561,750,778 2,028,900,787 Operating charges 0.02% 0.02% 0.02% Direct transaction costs 0.27% 0.16% 0.14%

Prices + Highest unit price (pence) 205.38 201.50 184.14 Lowest unit price (pence) 171.95 177.08 140.28

^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.

16 Statistical information

Investment objective The Fund aims to provide a total return (a combination of capital growth and income) by outperforming the FTSE All Share Index over the medium term (3 years), although their is no guarantee this will be achieved.

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 FTSE All Share Index. The Fund may invest up to 5% in UK Listed companies outside of the FTSE All Share Index. The Fund is actively managed and the Fund Manager has discretion to select its investments. The Fund does not concentrate on any particular sector. 'Equity related securities' will include convertible stocks, stock exchange listed warrants, depositary 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 Manager, influenced significantly by the stock market performance of the company's ordinary shares. The Fund may also invest in transferable securities, money market instruments, deposits, cash and near cash and other collective schemes. Derivatives will be used for efficient portfolio management only.

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 after these dates.

17 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 5 (15/05/18: 5) because funds of this type have experienced medium to 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 class/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(s) 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.

18 Annual financial statements For the year ended 15 May 2019

Statement of total return 15/05/19 15/05/18 Notes £000 £000 £000 £000 Income Net capital (losses)/gains 4 (247,650) 189,594 Revenue 5 121,415 156,302 Expenses 6 (4,693) (5,878) Interest payable and similar charges (44) (5) Net revenue before taxation 116,678 150,419 Taxation 7 (784) (868) Net revenue after taxation 115,894 149,551 Total (deficit)/return before distributions (131,756) 339,145 Distributions 8 (115,935) (149,609) Change in net assets attributable to unitholders from investment activities (247,691) 189,536

Statement of change in net assets attributable to unitholders 15/05/19 15/05/18 £000 £000 £000 £000 Opening net assets attributable to unitholders 3,452,421 4,070,735 Amounts receivable on issue of units 40,308 8,842 Amounts receivable on in-sepcie transfer* 76,284 40,298 Amounts payable on cancellation of units (552,547) (992,026) (435,955) (942,886) Change in net assets attributable to unitholders from investment activities (247,691) 189,536 Retained distributions on accumulation units 113,349 135,036 Closing net assets attributable to unitholders 2,882,124 3,452,421

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

19 Annual financial statements As at 15 May 2019

Balance sheet 15/05/19 15/05/18 Notes £000 £000 £000 £000 Assets: Fixed assets: Investments 2,919,119 3,559,951 Current assets: Debtors 9 18,278 37,326 Cash and bank balances 10 4,916 172,194 Total current assets 23,194 209,520 Total assets 2,942,313 3,769,471

Liabilities: Creditors: Other creditors 11 (60,189) (317,050) Total liabilities (60,189) (317,050) Net assets attributable to unitholders 2,882,124 3,452,421

20 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 Authorised Funds issued by The Investment Association in May 2014 and amended in June 2017. The financial statements have been prepared on a going concern basis. Unless otherwise stated all accounting policies are consistent with those of the prior year. (b) Valuation of investments The quoted investments of the Fund have been valued at bid dealing prices as at close of business on 15 May 2019, 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 15 May 2019, the last valuation point of the accounting year. Exchange traded derivatives are priced at fair value, which is deemed to be the bid price. (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, 15 May 2019, 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. Any commission arising from stocklending is recognised on an accruals basis and is disclosed net of fees. (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 ap plied 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.

21 Notes to the financial statements

Note 1 Accounting policies (continued) (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. (d) Special dividends It is the policy of the Fund, where applicable, to distribute special dividends which have been treated as revenue. (e) Distributions from collective investment schemes It is the policy of the Fund to distribute revenue from both income and accumulation distributions. (f) Expenses In determining the net revenue available for distribution, charges in relation to the safe custody of investments are ultimately borne by capital.

22 Notes to the financial statements

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 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) 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. (f) 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’s Assets against market volatility in the FTSE 100 index and FTSE 250 index. The derivative counterparty is shown at the bottom of the Portfolio of investments on page 13.

23 Notes to the financial statements

Note 4 Net capital (losses)/gains The net capital (losses)/gains during the year comprise: 15/05/19 15/05/18 £000 £000 (Losses)/gains on non-derivative securities (244,631) 163,301 (Losses)/gains on derivative contracts (10,921) 16,515 Currency losses (21) (14) Handling charges (8) (4) Capital special dividends 7,920 9,785 Research commission reimbursement 11 11 Net capital (losses)/gains (247,650) 189,594

Note 5 Revenue 15/05/19 15/05/18 £000 £000 UK dividends 109,369 149,294 UK REIT property income distributions 1,151 – Overseas dividends 9,471 6,182 Stocklending commission 311 607 Bank interest 16 1 Liquidity interest 1,097 218 Total revenue 121,415 156,302

Note 6 Expenses 15/05/19 15/05/18 £000 £00 0 (a) Payable to the Manager or associates of the Manager and agents of either of them: Manager’s periodic charge 4,554 5,723

(b ) Payable to the Trustee or associates of the Trustee and agents of either of them: Trustee’s fees 72 84

(c) Other expenses: Audit fee 88 Safe custody charges 41 58 Printing & stationery 12 Professional fee 17 3 67 71 Total expenses 4,693 5,878

24 Notes to the financial statements

Note 7 Taxation 15/05/19 15/05/18 £000 £00 0 (a) Analysis of tax charge for the year Overseas withholding tax 425 168 Reclaimable tax written off 359 700 Total taxation (Note 7 (b)) 784 868

(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 116,678 150,419 Corporation tax at 20% (15/05/18: 20%) 23,336 30,084 Effects of: Revenue not subject to taxation (23,768) (31,095) Overseas withholding tax 425 168 Reclaimable tax written off 359 700 Excess management expenses unutilised 432 1,011 Total tax charge for the year (Note 7(a)) 784 868 Authorised Unit Trusts are exempt from tax on capital gains in the UK.

(c) Provision for deferred taxation At 15 May 2019 the Fund had a potential deferred tax asset of £12,598,470 (15/05/18: £12,166,013) in relation to surplus management expenses of £62,992,351 (15/05/18: £60,830,063). 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: 15/05/19 15/05/18 £000 £000 Interim 59,065 70,330 Final 54,284 64,706 113,349 135,036 Amounts deducted on cancellation of units 2,883 14,835 Amounts added on issue of units (297) (262) Net distribution for the year 115,935 149,609 Net revenue after taxation 115,894 149,551 Expenses taken to capital 41 58 Net distribution for the year 115,935 149,609

Details of the distribution per unit are set out in the tables on page 31.

25 Notes to the financial statements

Note 9 Debtors 15/05/19 15/05/18 £000 £000 Creations awaiting settlement – 69 Sales awaiting settlement – 7,307 Accrued income 18,141 29,950 Overseas tax recoverable 137 – Total debtors 18,278 37,326

Note 10 Cash and bank balances 15/05/19 15/05/18 £000 £000 Cash and bank balances 472 157,082 Amounts held at futures clearing houses 4,444 15,112 Total cash and bank balances 4,916 172,194

Note 11 Other creditors 15/05/19 15/05/18 £000 £000 Cancellations awaiting settlement 59,209 313,412 Purchases awaiting settlement – 3,390 Manager’s periodic charge payable 955 228 Trustee’s fees payable 15 10 Safe custody charges payable 22 Audit fee payable 88 Total other creditors 60,189 317,050

Note 12 Reconciliation of units Class ‘A’ Class ‘B’ Accumulation Accumulation Opening units issued at 16/05/18 179,498,901 1,561,750,778 Unit movements in year: Units issued 1,183,496 21,545,687 In-specie creations 4,283,962 38,970,607 Units cancelled (23,797,479) (261,104,607) Closing units at 15/05/19 161,168,880 1,361,162,465 Not e 13 Contingencies and commitments At 15 May 2019 the Fund had no outstanding calls on partly paid shares, no potential underwriting commitments or any other contingent liabilities (15/05/18 : £nil). Note 14 Stocklending The total value of securities on loan at the Balance sheet date was £51,735,109 (15/05/18: £116,499,667). Collateral was held in the following form: 15/05/19 15/05/18 £000 £000 Government bonds 24,886 122,718 UK Equities 38,122 – 63,008 122,718

26 Notes to the financial statements

Note 14 Stocklending (continued) The gross earnings and fees paid for the year were £378,819 (15/05/18: £739,655) and £68,187 (15/05/18: £133,138) 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) The counterparties for the securities on loan are shown in the appendix on pages 37 and 38. Note 15 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 16 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 (15/05/18: 100%) and 99.63% of the units in Class ‘B’ Accumulation at the year end (15/05/18: 99.71%). 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 2019 in respect of these transactions are shown in Notes 9 and 11.

Note 17 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 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 Portfolio of investments.

27 Notes to the financial statements

Note 17 Financial instruments (continued) Currency exposure An analysis of the monetary assets and liabilities at the year end is shown below: Net currency (liabilities)/assets Net currency (liabilities)/assets 15/05/19 15/05/18 Currency Monetary Non- Total Monetary Non- Total exposure monetary exposure exposure monetary exposure exposure exposure £000 £000 £000 £000 £000 £000 Sterling (40,991) 2,919,119 2,878,128 (117,250) 3,559,951 3,442,701 Euro 269 – 269 – – – US Dollar 3,727 – 3,727 9,720 – 9,720 (36,995) 2,919,119 2,882,124 (107,530) 3,559,951 3,452,421 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, 3.69% (15/05/18: 10.43%) 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. 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 £144,106,200 (15/05/18: £172,621,050). 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.

28 Notes to the financial statements

Note 18 Fair value of investments (continued) For the year ended 15/05/19 Level 123Total Investment assets £000 £000 £000 £000 Equities 2,816,209 ––2,816,209 Derivatives 1,374 ––1,374 Money markets 101,536 ––101,536 2,919,119 ––2,919,119

For the year ended 15/05/18 Level 123Total Investment assets £000 £000 £000 £000 Equities 3,371,221 ––3,371,221 Derivatives 851 ––851 Money markets 187,879 ––187,879 3,559,951 ––3,559,951

Note 19 Portfolio transaction costs For the year ended 15/05/19 Value Commission Taxes Total Analysis of total purchases costs £000 £000 % £000 % £000 Equity transactions 1,539,801 374 0.02 7,068 0.46 1,547,243 Money markets 493,194 –– – – 493,194 Corporate actions 46,004 –– – – 46,004 Total 2,078,999 374 7,068 2,086,441

Value Commission Taxes Total Analysis of total sales costs £000 £000 % £000 % £000 Equity transactions 1,899,732 (326) (0.02) –– 1,899,406 Money markets 579,537 –– – – 579,537 Corporate actions 4,222 –– – – 4,222 Derivative transactions – (52) –– – (52) Total 2,483,491 (378) – 2,483,113

Commission and taxes as % of average net assets: Commission 0.03% Taxes 0.24%

For the year ended 15/05/18 Value Commission Taxes Total Analysis of total purchases costs £000 £000 % £000 % £000 Equity transactions 1,017,031 550 0.05 4,800 0.47 1,022,381 Money markets 1,056,307 –– – – 1,056,307 Corporate actions 44,771 –– – – 44,771 Total 2,118,109 550 4,800 2,123,459

29 Notes to the financial statements

Note 19 Portfolio transaction costs (continued) Analysis of total sales costs £000 £000 % £000 % £000 Equity transactions 1,841,927 (867) (0.05) –– 1,841,060 Money markets 925,492 –– – – 925,492 Corporate actions 12,766 –– – – 12,766 Derivative transactions – (22) –– – (22) Total 2,780,185 (889) – 2,779,296

Commission and taxes as % of average net assets: Commission 0.04% Taxes 0.12% 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 0.10% (15/05/18: 0.04%) being the difference between the respective bid and offer prices for the Fund’s investments.

30 Distribution tables For the year ended 15 May 2019

Dividend distributions Interim distribution in pence per unit Group 1: units purchased prior to 16 May 2018 Group 2: units purchased 16 May 2018 to 15 November 2018

2019 2018 pence pence per unit per unit Net paid paid income Equalisation 15 Jan 15 Jan Class ‘A’ Accumulation Group 1 2.3765 — 2.3765 1.8303 Group 2 1.2722 1.1043 2.3765 1.8303

Class ‘B’ Accumulation Group 1 4.0402 — 4.0402 3.4304 Group 2 3.0040 1.0362 4.0402 3.4304

Final distribution in pence per unit Group 1: units purchased prior to 16 November 2018 Group 2: units purchased 16 November 2018 to 15 May 2019

2019 2018 pence pence per unit per unit Net payable paid income Equalisation 15 Jul 15 Jul Class ‘A’ Accumulation Group 1 2.2173 — 2.2173 2.2350 Group 2 1.9577 0.2596 2.2173 2.2350

Class ‘B’ Accumulation Group 1 3.7255 — 3.7255 3.8863 Group 2 3.2774 0.4481 3.7255 3.8863

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.

31 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 units 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.

32 Trustee’s report and directors’ statement

Report of the Trustee to the Unitholders of the PUTM Bothwell UK All Share Listed Equity Fund for the period from 16 May 2018 to 15 May 2019 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 19 August 2019

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 19 August 2019 Andrew Moss, Director

33 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 2019 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 1 to 19, including 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 (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable to the UK and Republic of Ireland’. In our opinion, the financial statements: • give a true and fair view of the financial position of the Fund as at 15 May 2019 and of the net revenue and the net capital loss 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 including FRS 102 ‘The Financial Reporting Standard applicable to the UK and Republic of Ireland’. 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 FRC’s 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 We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • the Manager’s use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or • the Manager has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Fund’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

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

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. 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. In connection with our audit of the financial statements, 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 inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 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; • 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; and • there is nothing to indicate that proper accounting records have not been kept or that the financial statements are not in agreement with those records. 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 rules 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 32, 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 liquidate the Fund or to cease operations, or has no realistic alternative but to do so.

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

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. 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 unitholders of the Fund, 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 unitholders of the Fund 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 unitholders of the Fund as a body, for our audit work, for this report, or for the opinions we have formed.

Ernst & Young LLP Statutory Auditor Edinburgh 19 August 2019

Notes: 1. The maintenance and integrity of the Phoenix Unit Trust Managers Limited web site is the responsibility of the Manager; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site. 2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

36 Appendix (unaudited)

The Fund carried out stock lending 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.

Global Data Amount of securities and commodities on loan % of total lendable assets* Securities 1.77

Amount of assets engaged in each type of SFT Amount of assets % of AUM 51,735,109 1.80

* Total lendable assets excludes cash and cash equivalents. It also excludes other monetary amounts such as net debtors and creditors which are not deemed ‘lendable assets’.

Concentration Data All collateral issuers (across all SFT) Collateral Fair value Issuer Holding £000 French Republic Government 1% 25/05/2027 18,179,000 17,011.00 French Republic Government 1.75% 25/05/2023 8,217,000 7,875 easyJet 162,000 1,620 Barratt Developments 265,835 1,620 WPP 170,132 1,620 National Grid 190,543 1,620 Reckitt Benckiser 26,239 1,620 Imperial Brands 75,489 1,620 Diageo 49,390 1,620 Prudential 100,154 1,620

All counterparties Gross volume of outstanding transactions Fair value Counterparty £000 Bank of Nova Scotia (London Branch) 32,016 Barclays Capital Securities Limited 11,296 Citigroup Global Markets Limited 877 Deutsche Bank AG (London Branch) 2,327 JP Morgan Securities plc 5,219

37 Appendix (unaudited)

Aggregate Data Type and quality of collateral Fair value Type Quality* £000 Bonds Investment grade 24,886 Equity 38,122 63,008

* Quality of collateral has been interpreted as pertaining to bond instruments, which have been assessed and reported in accordance with whether they are considered investment grade, below investment grade or not-rated.

Maturity tenor of collateral Fair value Maturity £000 Rolling Maturity 63,008 63,008

Currency of collateral Fair value Currency £000 US Dollar 63,008 63,008

Maturity tenor of SFTs Fair value Maturity £000 Rolling Maturity 51,735 51,735

Country in which counterparties are established Counterparty All counterparties are UK based

Return and cost Gross return Cost % of overall Net return £000 £000 returns £000 Fund 379 68 82.00 311 379 68 311

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)

38 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 period. Phoenix Unit Trust Managers Limited is part of the Phoenix Group. Ignis Investment Services Limited is part of the Standard Life Aberdeen plc group and its subsidiaries. Unit prices appear daily on our website www.phoenixunittrust.co.uk. Administration & Dealing: 0345 584 2803 (between the hours of 9am & 5pm).

Remuneration he 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 2018 Headcount Total remuneration Phoenix Unit Trust Managers 2 39,675.21 of which Fixed Remuneration 2 30,603.21 Variable Remuneration 1 9,072.00 Carried Interest n/a Highest paid Director's Remuneration 24,675.21

39 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.

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.

40 Corporate information (unaudited)

Manager Investment Adviser Phoenix Unit Trust Managers Limited (PUTM) Ignis Investment Services Limited 1 Wythall Green Way 1 George Street Wythall Edinburgh EH2 2LL Birmingham B47 6WG Registered in Scotland – No.SC101825 Tel: 0345 584 2803 Authorised and regulated by the Financial Conduct Registered in England – No.03588031 Authority. Authorised and regulated by the Financial Conduct Authority. Trustee Directors HSBC Bank plc Andrew Moss PUTM Director, Chief Executive 1-2 Lochside Way Phoenix Life; Edinburgh Park Craig Baker PUTM Director, Head of Investment Edinburgh EH12 9DT Management Phoenix Life; Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Mike Urmston Non Executive Director of PUTM; the Prudential Regulation Authority. Nick Poyntz-Wright Non Executive Director of PUTM (appointed 6 July 2018). 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 Authorised and regulated by the Financial Conduct Authority. section 243 of the Financial Services & Markets Act 2000 and is categorised under the Collective Investment Schemes Sourcebook as a UCITS fund.

41 Notes

42 Notes

43 Notes

44

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.

B548.05.19