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ZURICH INVEST COMMON CONTRACTUAL FUND (An Umbrella Common Contractual Fund with Segregated Liability Between Funds)

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ZURICH INVEST COMMON CONTRACTUAL FUND (An Umbrella Common Contractual Fund with Segregated Liability Between Funds) ZURICH INVEST COMMON CONTRACTUAL FUND (An umbrella common contractual fund with segregated liability between Funds) An open-ended common contractual fund established under the laws of Ireland and constituted as an umbrella fund with segregated liability between Funds and with variable capital pursuant to the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended PROSPECTUS This Prospectus is dated 21 October 2019 The Directors of the Manager whose names appear in the section entitled Directors of the Manager of the Prospectus below accept responsibility for the information contained in this Prospectus and each relevant Supplement. To the best of the knowledge and belief of the Manager (who has taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Manager accepts responsibility accordingly. TABLE OF CONTENTS 1. DEFINTIONS .............................................................................................................................................. 2 2. INTRODUCTION......................................................................................................................................... 8 3. FUNDS ...................................................................................................................................................... 10 4. RISK FACTORS ....................................................................................................................................... 22 5. MANAGEMENT OF THE CCF ................................................................................................................. 32 6. SUBSCRIPTION FOR UNITS .................................................................................................................. 40 7. REDEMPTION OF UNITS ........................................................................................................................ 45 8. EXCHANGE OF UNITS ............................................................................................................................ 48 9. FEES AND EXPENSES ........................................................................................................................... 54 10. TAXATION ................................................................................................................................................ 55 11. GENERAL INFORMATION ...................................................................................................................... 60 12. MATERIAL CONTRACTS ........................................................................................................................ 62 13. MISCELLANEOUS ................................................................................................................................... 63 14 DIRECTORY ............................................................................................................................................. 64 APPENDIX I ........................................................................................................................................................ 65 APPENDIX II ....................................................................................................................................................... 70 M-37482957-23 1 1. DEFINTIONS Accounting Period means a financial year ending 30 November.. Administration Agreement means the agreement dated 30 April 2018 between the Manager and the Administrator as amended, supplemented or otherwise modified from time to time. Administrator means State Street Fund Services (Ireland) Limited or any successor thereto duly appointed in accordance with the requirements of the Central Bank as the administrator of the CCF and each Fund. AIF means alternative investment fund being a structure for collective investment, which is not a UCITS. AML/CTF means anti-Money Laundering and Combatting the Financing of Terror as required for the purposes of complying with the AML/ CTF Acts. AML/CTF Acts means the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 as amended, supplemented, consolidated or replaced from time to time together with any guidance notes issued pursuant thereto. Anti-Dilution Adjustment means an adjustment to the Net Asset Value per Unit as a result of net subscriptions or redemptions on a Dealing Day as further described in the section entitled Anti-Dilution Adjustment. Application Form means the application form for subscription for Units. Associated Person means a person who is associated with a Director if, and only if, he or she is: i. that Director's spouse, parent, brother, sister or child; ii. a person acting in his capacity as the trustee of any trust, the principal beneficiaries of which, individually or as a whole, are the Director, his spouse or any of his children or any body corporate which he controls; or iii. a partner of that Director A company will be deemed to be associated with a Director if it is controlled by that Director. Base Currency means in relation to any Fund such currency as is specified as such in the Supplement for the relevant Fund. Benchmarks Regulation means Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014. Business Day means in relation to any Fund such day or days as is or are specified as such in the Supplement for the relevant Fund. Capital Requirements Regulation means Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. CCF means Zurich Invest Common Contractual Fund. Central Bank means the Central Bank of Ireland or any successor regulatory authority with responsibility for authorising and supervising the CCF. M-37482957-23 2 Central Bank UCITS Regulations means the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019 (S.I. No. 230 of 2019), as amended, supplemented or replaced from time to time. CIS means an open ended collective investment scheme within the meaning of Regulation 4(3) of the Regulations and which is prohibited from investing more than 10% of its assets in another such collective investment scheme. CRS means the Common Reporting Standard more fully described as the Standard for Automatic Exchange of Financial Account Information approved on 15 July 2014 by the Council of the Organisation for Economic Cooperation and Development and any treaty, law or regulation of any other jurisdiction which facilitates the implementation of the Standard including Council Directive 2014/107/EU on the Administrative Cooperation in the Field of Taxation (DAC II). Class or Classes / Unit Class or Unit Classes means one or more particular division of Units in a Fund. Connected Person means the persons defined as such in the section headed Portfolio Transactions and Conflicts of Interest. Currency Unit Class means a Class denominated in a currency other than the Base Currency of the relevant Fund. Data Protection Legislation means the EU Data Protection Directive 95/46/EC and the EU Privacy & Electronic Communications Directive 2002/58/EC, any amendments and replacement legislation including the GDPR, European Commission decisions, binding EU and national guidance and all national implementing legislation. Dealing Day means in respect of each Fund such Business Day or Business Days as is or are specified in the Supplement for the relevant Fund provided that there shall be at least two dealing days at regular intervals per month. Dealing Deadline means in relation to applications for subscription, redemption or exchange of Units in a Fund, the day and time specified in the Supplement for the relevant Fund. Deed of Constitution means the Deed of Constitution of the CCF dated 30 April 2018 between the Manager and the Depositary as amended, supplemented or otherwise modified from time to time. Depositary means State Street Custodial Services (Ireland) Limited or any successor thereto duly appointed as depositary in accordance with the requirements of the Central Bank and the UCITS Rulebook. Depositary Agreement means the agreement dated 30 April 2018 between the Manager and the Depositary as amended, supplemented or otherwise modified from time to time in accordance with the requirements of the Central Bank. Directors mean the directors of the Manager, each a Director. Distributor means such distributor appointed by the Manager and/or any successor thereto or additional entity duly appointed as a distributor for the CCF in accordance with the requirements of the Central Bank and as specified in the Supplement for the relevant Fund. EEA means the European Economic Area encompassing the Member States together with Iceland, Liechtenstein and Norway. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended. EU means the European Union. M-37482957-23 3 Euro, EUR or € means the lawful currency of Ireland. Euronext Dublin means the Irish Stock Exchange plc trading as Euronext Dublin.
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