First Sentier Investors ICVC Prospectus
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First Sentier Investors ICVC Prospectus Prospectus valid as at 22 September 2020 First Sentier Investors ICVC (“the Company”) is an open-ended investment company with variable capital incorporated with limited liability and registered in England and Wales under registered number IC23. Important: If you are in any doubt about the contents of this Prospectus you should consult your financial adviser. This document constitutes the Prospectus for First Sentier Investors ICVC which has been prepared in accordance with the FCA’s COLL Sourcebook. Investment in Shares in the Company is not permitted by or on behalf of US Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended). [Type here] COUNTRY SUPPLEMENT Dated 22 September 2020 Additional Information for Investors in Luxembourg Luxembourg country supplement relating to the issue of Shares of First Sentier Investors ICVC (the “Company”) __________________________________________________ This Luxembourg Country Supplement (the “Supplement”) relates to the issue of Shares of the sub- funds of the Company which are registered for distribution in Luxembourg (the “Funds”). Information contained in this Country Supplement is selective, containing specific information in relation to the Company and the Funds. This document is for distribution in Luxembourg only. This document forms part of and should be read in conjunction with the Prospectus of the Company dated 22 September 2020 and any Fund supplements thereto, as amended or supplemented from time to time (the “Prospectus”). References to the Prospectus are to be taken as references to that document as supplemented or amended hereby. In addition, words and expressions defined in the Prospectus, unless otherwise defined below, shall bear the same meaning when used herein. ADDITIONAL INFORMATION FOR INVESTORS IN LUXEMBOURG 1. Public Distribution in Luxembourg The Company has notified the Luxembourg financial supervisory authority, the Commission de Surveillance du Secteur Financier (the “CSSF”) of its intention to publicly distribute the shares of the Funds of the Company in Luxembourg in accordance with the requirements of the Luxembourg Law on Undertakings for Collective Investment dated 17 December, 2010, as amended from time to time, Chapter 7, “UCITS established in Other Member States of the European Union which market their units in Luxembourg” (the “2010 Law”) and is authorised to do so since the end of the notification procedure. 2. Paying Agent in Luxembourg Pursuant to the Paying Agent Agreement dated 3 June 2015 the Company has appointed BNP Paribas Securities Services, Luxembourg Branch, located at 33 rue de Gasperich, L-5826 Hesperange, Grand-Duchy of Luxembourg and as of 1st January 2016, at 60, avenue J.F. Kennedy, L-2085 Luxembourg, Grand-Duchy of Luxembourg as paying agent in Luxembourg in respect of all Shares (the “Paying Agent”). Shareholders resident in Luxembourg may request the subscription and redemption of Shares and the payment of distributions in accordance with the provisions of the Prospectus. Copies of the documents referred to in the section “Documents of the Company” of the Prospectus may be obtained, in English, free of charge from the address of the Paying Agent mentioned above. 3. Publication of subscription price and redemption price per Share The subscription price and redemption price per Share in the Company shall be available from the Fund Administrator and shall be available at www.firstsentier.com. 4. Notices to Shareholders Notifications to the Shareholders, if any, will be sent by post or with the consent of the Shareholder, in electronic form by electronic means. 2 5. Fees The fees of the Luxembourg Paying Agent will be borne by the relevant Fund and shall be at normal commercial rates. 6. Taxation Investors who are Luxembourg taxpayers should consult their own professional advisors regarding the tax consequences of their holding, purchasing and disposing of Shares in the Company. 3 Contents Section, Appendix or Paragraph Page 1.0 Important Information 12 1.1. General 12 1.2. Information for distributors 14 1.3 Data privacy 14 2.0 Terms used in this document 15 3.0 Directory 21 4.0 Details of the Company 22 4.1. Structure of the Company 22 4.1.1. The Funds 22 4.1.2. Initial offer price 24 4.1.3. Allocation of income and assets to the Funds 24 5.0 General Information 26 5.1. Address for service 26 5.2. Base currency 26 5.3. Accounting periods 26 5.4. Income allocations 26 5.5. Annual reports 27 5.6. Assessment of value 27 5.7. Documents of the Company 27 5.8. Material contracts 27 5.9. EU Benchmark Regulation 28 6.0 Characteristics of Shares 29 6.1. Share Classes 29 6.1.1. Classes of Share within the Funds 29 6.1.2. Switching 29 6.1.3. Income and accumulation Shares 29 6.1.4. Currency Hedged Share Classes 29 7.0 Buying, Selling, Converting and Switching Shares 32 7.1. Buying Shares (subscribing) 32 7.1.1. Procedure 32 7.1.2. Documents the purchaser will receive 32 7.2. Selling shares (redeeming) 33 7.2.1. Procedure 33 7.2.2. Documents the redeeming Shareholder will receive 33 7.2.3. Minimum redemption 33 7.3. Switching 33 7.4. Conversions 34 7.5 Mandatory conversion of Shares 35 7.6. Price per Share in each Fund and each class 35 7.7. Pricing basis 35 7.8. Publication of prices 35 7.9. General 35 7.10. Market timing 36 7.11. Other dealing information 36 7.11.1. Dilution adjustment 36 7.11.2. Money laundering 38 7.11.3. Transfers 38 7.11.4. Restrictions and compulsory transfer and redemption 39 7.11.5. In specie redemptions 40 7.11.6. Issue of Shares in exchange for in specie assets 40 7.11.7. Suspension of dealings in the Company 40 4 7.11.8. Telephone call recording 41 7.11.9. Governing Law 41 8.0 Valuation of the Company 42 8.1. Calculation of the Net Asset Value 42 8.2. Calculation of dilution adjustment 43 9.0 Fees and Expenses 45 9.1. General 45 9.2. Charges in detail 45 9.2.1. Ongoing Charge 45 9.2.2. Annual Management Charge 46 9.2.3. Additional Expenses 46 9.2.3.1. Fees and Expenses relating to the Depositary 46 9.2.3.1.i. Depositary Fee 46 9.2.3.1.ii. Transaction Charges and Custody Charges 47 9.2.3.1.iii. Expenses 47 9.2.3.1.iv. Terminating a Fund 47 9.2.3.2. Other expenses paid out of Scheme Property 47 9.2.3.3. Registrar Fees 48 9.3. Other costs not included in the Ongoing Charge 48 9.3.1. Portfolio Transaction Costs and Broker Commission 48 9.3.2. Research 49 9.3.3. Stamp duty reserve tax 49 9.3.4. Initial Charge 49 9.3.5. Redemption Charge 50 9.3.6. Switching Fee 50 9.3.7. Performance Fee 50 9.4. Additional information on charges and costs 50 9.4.1. Increases in charges 50 9.4.2. Potential expenses payable to the Depositary 51 9.4.3. Costs and expenses relating to the establishment of a new Fund 51 9.4.4. Acquiring units in a Second Scheme 51 9.4.5. Expenses not specific to a particular Fund 51 9.4.6. Other charges not paid by the investor 51 9.4.7. Pricing policy note 51 10.0 Taxation 52 10.1. General 52 10.2. The Company 52 10.3. Shareholders 53 10.3.1. Income 53 10.4 Shareholders within the charge to UK income tax 53 10.4.1 Dividend distributions 53 10.4.2 Interest distributions 53 10.5 Shareholder within the charge to UK corporation tax 53 10.5.1 Dividend distributions 53 10.5.2 Interest distributions 54 10.6. Corporate debt tax regime 54 10.7. Income equalisation 54 10.8. Tax on chargeable gains 54 10.9. Non-taxpayers 55 10.9.1. Dividend distributions 55 10.9.2. Interest distributions 55 10.10. The Foreign Account Tax Compliance Act and similar measures 55 10.11. Other local tax authority requirements 56 10.12. Withholdings and deductions 57 5 10.13. Stamp duty reserve tax 57 10.13.1. 64 57 10.14. Tax Information for German Investors – Application of the German Investment Tax 57 Act 11.0 Management and Administration 60 11.1. Regulatory status 60 11.2. Authorised Corporate Director 60 11.2.1. 68 60 11.2.2. 68 60 11.2.3. 68 60 11.2.4. Remuneration policy of the ACD 61 11.2.5. Available information 61 11.2.6. Directors of the ACD 61 11.3. Notice provisions 63 11.4. Complaints 63 11.5. Exercise of voting rights 64 11.6. Changes to the Company or the Funds 64 11.7. Protection of client money 64 11.8. The Depositary 65 11.8.1. Principal business activity 65 11.8.2. Ultimate holding company 65 11.8.3. Terms of appointment 65 11.8.4. Depositary’s functions 65 11.8.5. Depositary’s liability 66 11.8.6. Delegation 66 11.8.7. Conflicts of interest 66 11.9. Delegation 67 11.10. The Custodian and Global Sub-Custodian 67 11.11. The Investment Manager 67 11.12. Fund Administrator and Registrar 69 11.13. The Auditor 70 11.14. Legal advisers 70 11.15. Register of Shareholders 70 11.16. Conflicts of interest 70 11.17. Inducements 71 11.18. Delegation by the ACD 71 12.0 Shareholder Meetings and Voting Rights 71 12.1.