lloyds tsb international portfolio prospectus

Transcription

LLOYDS TSB INTERNATIONAL PORTFOLIO
PROSPECTUS JANUARY 2013
Investment Company with Variable Capital Luxembourg
TABLE OF CONTENTS
Page
IMPORTANT
2
1 Description
4
2 Management and Administration
5
3 Objectives of the Company
8
4 Common Policy and Investment Restrictions,
Selection and Monitoring procedure
8
5 Risk Factors
12
6 Shares, Shareholdings in the Company
13
7 Distribution Policy
18
8 Data Protection
18
9 Net Asset Value
18
10 Charges and Expenses
21
11 Taxation
22
12 Reports and Meetings
24
13 Compulsory Redemption and Liquidation
25
14 Other Information
26
ANNEXES
28
-
Description of Sub-Fund
28
-
Subscription Form
53
-
Joint Shareholding Mandate
-
Facsimile Transmission Instructions
-
Authorisation for Disclosure of Information
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
IMPORTANT
Shares of Lloyds TSB International
Portfolio (the “Company”) may
only be subscribed on the basis of
the information contained in the
present Prospectus and Key Investor
Information Document (“KIID”),
which includes the Description
of the different Sub-Funds. The
Prospectus, the KIID of the relevant
Sub-Fund and the latest annual and
semi-annual reports are offered
free to any person who wishes
to subscribe, or who applies to
the Central Administration or the
Representatives of the Company.
No information other than that
contained in this Prospectus and the
documents referred to herein may
be given in connection with the offer
made hereby.
The Company is registered in
the Grand Duchy of Luxembourg
as an Undertaking for Collective
Investment in Transferable Securities
(UCITS) subject to Part I of the Law of
17th December 2010 on Undertakings
for Collective Investment (the “2010
Law”). Such registration does not,
however, require any Luxembourg
authority to approve or disapprove
either the adequacy or accuracy of
this Prospectus or the portfolio of
securities held by the Company. Any
representation to the contrary is
unauthorised and unlawful.
This Prospectus may not be used for
the purpose of an offer or solicitation
in any jurisdiction or in any
circumstances in which such offer or
solicitation is not authorised.
The articles of incorporation of the
Company, as amended from time to
time (the “Articles of Incorporation”)
authorise the Directors to impose
or relax restrictions relating to the
property of shares or classes of
shares and, if necessary, require
disposal of the shares, as they may
2
think necessary, to ensure that
shares are neither acquired nor held
by or on behalf of any person in
breach of the law or requirements
of any country or governmental
or regulatory authority, or in
such a manner which might have
adverse taxation or other pecuniary
consequences for the Company,
including any requirement to register
under any securities or investment or
similar laws or requirements of any
country or authority.
In particular:
The shares have not been and
will not be registered under the
United States Securities Act of 1933,
as amended (the “US Securities
Act”), or the securities laws of any
state or political subdivision of
the United States, and may not be
offered or sold directly or indirectly,
in the United States of America
(including the State and the District
of Columbia), its territories and
possessions and other areas subject
to its jurisdiction (the “United
States”), or to US Persons.
US Person has the meaning assigned
to it in Regulation S under the United
States Securities Act of 1933 (as
amended) (the “Securities Act”),
and includes (a) any natural person
resident in the United States; (b) any
partnership or corporation organised
or incorporated under the laws of
the United States; (c) any estate of
which any executor or administrator
is a US Person; (d) any trust of which
any trustee is a US Person; (e) any
agency or branch of a non-US entity
located in the United States; (f) any
non-discretionary account or similar
account (other than an estate or
trust) ) held by a dealer or other
fiduciary for the benefit or account
of a US person; (g) any discretionary
account or similar account (other
than an estate or trust) held by a
dealer or other fiduciary organised,
incorporated, or if an individual,
resident in the United States; or
(h) any partnership or corporation
if (i) organised or incorporated under
the laws of any non-US jurisdiction
and (ii) formed by a US Person
principally for the purpose of
investing in securities not registered
under the Securities Act, unless it
is organised or incorporated, and
owned, by accredited investors (as
defined in Rule 501(a) under the
Securities Act) who are not natural
persons, estates or trusts.
Notwithstanding the foregoing,
US Persons does not include (a) a
discretionary account or similar
account (other than an estate or trust)
held for the benefit or account of a
non-US Person by a dealer or other
professional fiduciary organised,
incorporated, or, if an individual,
resident in the United States; (b) any
estate of which any professional
fiduciary acting as executor or
administrator is a US Person if (i) an
executor or administrator of the
estate who is not a US Person has
sole or shared investment discretion
with respect to the assets of the
estate, and (ii) the estate is governed
by non-US law; (c) any trust of which
any professional fiduciary acting as
a trustee is a US Person if a trustee
who is not a US Person has sole or
shared investment discretion with
respect to the trust assets, and
no beneficiary of the trust (and no
settlor if the trust is revocable) is a
US Person; (d) an employee benefit
plan established and administered
in accordance with the law of a
country other than the United
States and customary practices and
documentation of such country; or (e)
any agency or branch of a US Person
located outside the United States if
(i) the agency or branch operate for
valid business reasons, and (ii) the
agency or branch is engaged in the
business of insurance or banking and
is subject to substantive insurance or
banking regulation (respectively) in
the jurisdiction where located.
The Company is not and will not be
registered under the United States
Investment Company Act of 1940, as
amended and accordingly is restricted
in the number of beneficial holders of
its shares that may be US Persons and
in the percentage of its outstanding
shares that may be owned by
certain US Persons. The Articles of
Incorporation of the Company contain
provisions designed to prevent the
holding of its shares by US Persons
under circumstances that would
cause the Company to violate United
States law, and require the immediate
redemption or purchase under certain
circumstances of shares purchased or
beneficiary owned by US Persons (see
“Redemption of Shares”).
Statements made in this Prospectus
are based on the legislation and
regulations currently in force in the
Grand Duchy of Luxembourg and
in the countries where the shares of
the Company are authorised for sale,
and are subject to changes therein.
The Directors accept responsibility
for the accuracy of the information
contained herein as at the date of this
Prospectus.
Before investing in the Sub-Fund,
we recommend you to carefully
read this Prospectus and the KIID,
and especially the Chapter 5 “Risks
Factors”, the Chapter 6 “Shares,
Shareholdings in the Company”, the
Chapter 11 “Taxation”, the “Sub-Fund
Description” in the Annexes and
“How to complete the Subscription
Form” on the page opposite to the
attached Subscription Form.
If you are in any doubt about the
contents of the Prospectus or the
KIID, you should consult your bank
manager, stockbroker, solicitor,
accountant or other financial
adviser. Potential subscribers and
purchasers of shares in the Sub-Fund
should also inform themselves as
to the possible tax consequences,
the legal requirements and any
foreign exchange restrictions or
exchange control requirements
which you might encounter under
the laws of the countries of your
citizenship, residence or domicile
and which might be relevant to the
subscription, purchase, holding or
disposal of shares of the Company.
If, subsequently to your subscription
in one Sub-Fund, you give instruction
to convert some or all of your shares
into shares relating to any other SubFund or if you become a shareholder
of any Sub-Fund by accepting a
transfer of its shares or by acquiring
its shares in the Luxembourg Stock
Exchange or otherwise, you should
inform yourself of the Investment
Policy and of the Risks Warnings of
that particular Sub-Fund. If that SubFund has been newly created and/or
if it does not appear in the Annexes
of the Prospectus in your possession,
you should ask for the latest updated
version of the Prospectus and the
relevant KIID. They will be sent to
you free of charge, on simple request
to the Central Administration or to
the Representatives of the Company
abroad.
By signing the attached Subscription
Form to invest in shares of any
Sub-Fund, or by signing an
instruction to convert your shares
into shares of any other Sub-Fund,
or by signing as “Transferee” any
transfer form relating to shares of
any Sub-Fund, or else by acquiring
shares of any Sub-Fund through
the Luxembourg Stock Exchange
or otherwise, you agree, represent,
warrant and acknowledge that:
a) you have received a copy of the
latest available Prospectus and
KIID and you have understood the
Description, the Investment Policy
and the Risks Factors associated to
the Sub-Fund you are investing in;
b) Lloyds Banking Group plc, its
affiliates, subsidiaries and branches
or any of its representatives, officers,
agents or employees will not make
and have not made any warranty,
representation or recommendation
(whether implied or express) as to
the merits of the Sub-Fund and/or as
the conditions, financial or otherwise
of the Company or its Sub-Fund
or as to any other matter relating
thereto or in connection therewith
and nothing shall be construed
as a recommendation by Lloyds
Banking Group plc, its affiliates,
subsidiaries and branches or any of
its representatives, officers, agents
or employees to you to purchase or
acquire the shares or to become a
shareholder of any Sub-Fund;
c) notwithstanding (b) above, if
any information (including without
limitation, any research report(s) on
the Company or its Sub-Fund issued
by Lloyds Banking Group plc, its
affiliates, subsidiaries or branches,
whether recently or otherwise),
warranty or representation had
in fact been made or supplied by
Lloyds Banking Group plc or its
affiliates, subsidiaries or branches,
you have not in any way and at
any time howsoever relied on
such information, warranty or
representation in the making of your
investment decision to acquire the
shares of the Sub-Fund and/or in
your assessment or appraisal of the
Company or its Sub-Fund and you
have made and will continue to make
your own independent appraisal
or assessment of the Company or
its Sub-Fund relying on your own
source of information and such
legal, tax, accounting, investment
and other advice as you deem
appropriate;
3
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
d) none of Lloyds Banking
Group plc, its affiliates, subsidiaries
and branches, the Company, the
Management Company, the Central
Administration, the Custodian Bank,
the Investment Manager, the Global
Distributor of the Company or other
parties involved in the management
of the Sub-Funds of the Company
takes any responsibility as to any tax
consequences of your acquisition
of or in relation to any dealing in
your shares of the Sub-Fund of the
Company and that your are advised
to consult your own tax adviser
concerning your tax position;
e) the price and value of the shares of
each Sub-Fund can fall as well as rise.
Past performance is not necessarily a
guide to the future and you may not
get back the full amount invested;
f) when subscriptions, conversions
or redemption’s of your shares in the
Sub-Fund involve a foreign exchange
transaction, they may be subject
to fluctuations in currency values.
Exchange rates may also cause the
value of underlying investments to
go up or down.
The Company draws the investors’
attention to the fact that any investor
will only be able to fully exercise
his investor rights directly against
the Company (notably the right to
participate in general shareholders’
meeting) if the investor is registered
himself and in his own name in
the shareholders’ register of the
Company. In cases where an investor
invests in the Company through
an intermediary investing into the
Company in his own name but on
behalf of the investor, it may not
always be possible for the investor to
exercise certain shareholder rights
directly against the Company. It is
recommended that Investors take
advice on their rights.
4
1. DESCRIPTION
The Company is an open-ended
investment company (Investment
Company with Variable Capital)
incorporated for an unlimited period
under the provisions of the 2010 Law.
The Company was incorporated
on 6th July 1967 under the name
“Alexander Hamilton Fund” and
its Articles of Incorporation were
published in the “Mémorial - Recueil
des Sociétés et Associations” on
14th July, 1967.
Later, the name of the Company
and its Articles of Incorporation
were modified several times and
amendments were published in
the Mémorial on 2nd August 1967,
29 th September 1967,
9 th April 1968, 17th July 1968,
19 th May 1969, 14th December 1979,
19 th October 1984, 8th October 1990,
4th November 1993, 23rd July 1996,
16th July 1998, 20 th July 1999,
25th July 2001, 12th December 2005
and for the last time on
6th January 2012.
The Company is registered under
Number B 7.635 at the Register
of Commerce and Companies of
Luxembourg where its co-ordinated
Articles of Incorporation are
available for inspection and where
copies thereof may be obtained
upon request.
The minimum capital of the Company
is the equivalent in USD of 1,250,000
Euros or such other amount that may
be determined by the 2010 Law.
The Company’s registered office is
at 49, Avenue J-F Kennedy, L-1855
Luxembourg where the register of
shareholders of the Company (the
“Register of Shareholders”) is kept.
The Capital of the Company is
represented by fully paid shares of
no par value and is at any time equal
to its net asset value. Fractions of
shares are issued to one thousandth
of a share. The reference currency
of the Company is the United States
Dollars (USD).
The Company has various sub-funds
that are distinguished mainly by their
investment policies each relating to a
separate portfolio (each a “Sub-Fund”
and together the “Sub-Funds”).
Pursuant to the Articles of
Incorporation, the Directors may
decide to create within each
Sub-Fund different classes of
Shares the subscription proceeds
of which will be commonly invested
in accordance with the investment
policy of the Sub-Fund concerned,
but where different currency
hedging techniques and/or sales,
conversion or redemption fees
and management charges and/
or distribution policies, minimum
subscription or holding amounts or
any other specific feature may be
applied to each class (a “Class or
Classes”). The issue of Shares of the
different Classes may be restricted
to specific investors. All references to
a Sub-Fund shall, where the context
requires, include any Class or Classes
which form such Sub-Fund. Where
no Classes have been issued within a
Sub-Fund, references to a Class shall
be to the Sub-Fund.
The Sub-Funds invest their assets
mainly in transferable securities
and in money market instruments
in accordance with their respective
investment policies while ensuring
observance of the principle of risk
spreading.
The Sub-Funds and the related Class
of Shares if any are described in the
relevant Annexes to the Prospectus.
The Company reserves the right
to add new Sub-Funds and related
Class of Shares and, in certain
circumstances, to close existing
Sub-Funds or Classes of Shares.
In such cases, this Prospectus will
be updated by adding or deleting
appropriate Annexes. The proceeds
from the allotment and allocation of
Shares relating to each Sub-Fund are
applied in the books of the Company
to the portfolio of cash and securities
which represents that Sub-Fund, and
the assets and liabilities, income and
expenditure attributable to that
Sub-Fund are also applied thereto. In
the relation between shareholders,
each Sub-Fund is considered as a
separate entity. The shareholder
is entitled to the net asset and the
income of the Sub-Fund in which it
has invested. Liabilities contracted by
one Sub-Fund against third parties are
only covered by the net assets of that
Sub-Fund.
The shareholder having subscribed
to shares in any one Class of Shares
of a Sub-Fund may at any time
request them to be changed into
another Class of Shares of the
Sub-Fund (in accordance with the
conversion procedure as described
in Chapter 6 Section 6.5).
Subject to the cases set out in
Chapters 6 and 9, the price of
the shares of each Sub-Fund is
calculated each bank business day in
Luxembourg (the “Calculation day”),
on the basis of the net asset value
as described in Chapter 9. Except
otherwise mentioned in the related
Annex of the Sub-Fund, prices of
the Shares of each Sub-Fund are
published in the “Financial Times”
twice a week, and in
“www.Fundinfo.com”, in “L’Écho”,
“De TIJD”, “Expansión” and in any
other newspapers designated by the
Directors.
A bank business day in Luxembourg
(a “Business day”), in relation to
shares of any Class, means any day
on which banks are open for business
in Luxembourg and such other days
as the Directors may decide.
The Directors may also decide not
to consider as Business day, other
days on which banks are otherwise
open for business in Luxembourg.
In particular, the Directors have
decided not to consider as Business
days the Friday before Easter (Good
Friday) and the 24th December.
Investment Policy, the administration
and the management of the Company.
The Shares are listed on the
Luxembourg Stock Exchange.
2.3. MANAGEMENT COMPANY
The latest applicable prices are also
available on any Business day at the
registered office of the Company,
from the Central Administration
and from the Representatives of the
Company (see Chapter 2 Section 2.10
to Section 2.15).
2. MANAGEMENT AND
ADMINISTRATION
2.1. BOARD OF DIRECTORS
Chairman of the Board of Directors
D.V. THOMAS
Director
Directors
C. GOWLAND
Commercial Director
Lloyds TSB Bank plc,
Geneva Branch
C. MARR
Head of Financial Markets
Geneva Branch
S. WILLIAMS
Business Unit Control
Function Director
Geneva Branch
J. ELVINGER
Master in Law, Elvinger,
Hoss & Prussen, Luxembourg
The directors of the Company (the
“Directors”) are responsible for the
2.2. REGISTERED OFFICE
49, Avenue J-F Kennedy
L-1855 Luxembourg
CMI Asset Management
(Luxembourg) S.A.
40, avenue Monterey
L-2163 Luxembourg.
The Company has delegated
the functions of the investment
management of the Company, the
central administration, the distribution
and the management of the risks
of the Sub-Funds to CMI Asset
Management (Luxembourg) S.A.
(the “Management Company”).
2.4. PROMOTER AND GLOBAL
DISTRIBUTOR
Lloyds TSB Bank plc
Geneva Branch
1, Place Bel-Air
CH-1204 Geneva
Lloyds TSB Bank plc, Geneva Branch
is a branch of Lloyds TSB Bank plc,
whose original foundation dates
back to 1765. Lloyds TSB Bank plc is
a wholly-owned subsidiary of Lloyds
Banking Group.
The Management Company
(Luxembourg) S.A has delegated the
functions of the global distribution to
Lloyds TSB Bank plc, Geneva Branch.
2.5. CENTRAL ADMINISTRATION
State Street Bank Luxembourg S.A.
L-1855 Luxembourg
Tel. +352 46 40 10 1
Fax + 352 46 36 1
SWIFT: SBOS LU LX
5
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
The Management Company has
delegated the functions of central
administration to State Street Bank
Luxembourg S.A. ( the “Central
Administration”).
The Central Administration is not
responsible for any investment
decisions of the Company or the
effect of such investment decisions
on the performance of the Company.
The function of Central
Administration includes the
accounting, the calculation and
publication of the net asset value.
The Central Administration has also
been appointed as the registrar and
transfer agent of the Company. In this
function the Central Administration
will process all subscriptions,
redemptions and transfers of Shares
and will register these transactions in
the Register of Shareholders.
The relationship between the
Management Company, the
Company and the Central
Administration is subject to the terms
of the Administration Agreement.
The Management Company, subject
to the consent of the Company,
and the Central Administration
may terminate the Administration
Agreement on 90 days’ prior
written notice. The Administration
Agreement may also be terminated
on shorter notice in certain
circumstances.
The Administration Agreement
contains provisions indemnifying
the Central Administration,
and exempting the Central
Administration from liability, in
certain circumstances.
Subject to the prior written consent
of the Board of Directors, the
Management Company reserves the
right to change the administration
arrangements described above
by agreement with the Central
Administration and/or in its
6
discretion to appoint an alternative
central administration without prior
notice to Shareholders. Shareholders
will be notified in due course of
any appointment of an alternative
central administration. It being
understood that this change in
Central Administration arrangements
does not include any change of
registrar and transfer agent which
will be notified to the Company and
shareholders in advance.
The Company has also appointed
the Central Administration as paying
agent and listing agent.
2.6. DOMICILIARY AGENT
AND CUSTODIAN BANK
State Street Bank Luxembourg S.A.
L-1855 Luxembourg
The Company has designated State
Street Bank Luxembourg S.A. as
Domiciliary Agent and as Custodian
Bank for the Company’s assets.
The function of Domiciliary Agent
includes the domiciliary of the
Company in State Street Bank
Luxembourg S.A. office and the
execution of the services attached
therein.
The Custodian Bank acts as custodian
for all the assets of the Company,
including its cash and securities,
which will be held either directly or
through other financial institutions
such as correspondent banks,
subsidiaries or affiliates of the
Custodian, in accordance with the
provisions of the 2010 Law. It is also
responsible for the settlement of
purchases and sales, the collection of
income and other payments due in
respect of securities or liquid assets
held by the Company.
The Custodian Bank shall moreover :
- ensure that the sale, issue,
repurchase and cancellation of
shares effected by or on behalf of
the Company are carried out in
accordance with the law and the
Articles of Incorporation;
- ensure that in transactions involving
the assets of the Company, the
consideration is remitted to it
within the usual time limits;
- ensure that the income of the
Company is applied in accordance
with its Articles of Incorporation.
The Custodian Bank may entrust all
or part of the assets of the Company,
in particular securities traded abroad
or listed on a foreign stock exchange
or admitted to a clearing system,
to such clearing system or to such
correspondent banks as may be
determined by the Custodian Bank
from time to time. To the extent
required by the 2010 Law, the
Custodian Bank’s liability shall not
be affected by the fact that it has
entrusted all or part of the assets in
its care to a third party.
The rights and duties of the
Custodian Bank are governed by the
Custody Agreement entered into on
2nd November, 2010 for an unlimited
period of time from the date of its
signature. The Company and the
Custodian Bank may terminate the
Custodian Agreement on 90 days’
prior written notice. A new custodian
shall be appointed within 2 months.
However, the Custodian Bank shall
continue to act as custodian pending
a replacement custodian being
appointed and that such replacement
is appointed, the Custodian Bank
shall take all necessary steps to
ensure the good preservation of the
interests of the shareholders of the
Company. The Custodian Agreement
may be terminated on shorter notice
in certain circumstances, including
where a material breach of the
Custodian Agreement by the other
party has not been cured within thirty
(30) days’ of that party being given
written notice of the material breach.
The Custodian Agreement contains
provisions indemnifying the
Custodian, and exempting the
Custodian from liability, in certain
circumstances.
2.9. LEGAL ADVISERS
2.7. INVESTMENT MANAGERS
Switzerland
Lenz & Staehelin
30, route de Chêne
CH-1211 Geneva 17
Scottish Widows Investment
Partnership Ltd. (SWIP)
33 Old Broad Street
London EC2N 1HZ
Tel. +44 1 131 655 85 00
Lloyds TSB Bank plc
Geneva Branch
1, Place Bel-Air
CH- 1204 Geneva
Tel. + 41 22 307 33 33
Lombard Odier Asset Management
(Switzerland) S.A.
6 avenue des Morgines
CH-1213 Petit-Lancy
Tel. + 41 22 793 06 87
The Management Company
has delegated the investment
management functions to Scottish
Widows Investment Partnership
Ltd, to Lloyds TSB Bank plc, Geneva
Branch and to Lombard Odier Asset
Management (Switzerland) S.A..
The Investment Managers will, in
accordance with the investment
objectives as well as the Investment
Policy and Restrictions of the
Company, be in charge with the
day to day management of the
investments of the assets of the
Sub-Funds subject to the control of
the Management Company.
2.8. INDEPENDENT AUDITOR
PricewaterhouseCoopers S.à r.l.
Réviseur d’entreprises
400, route d’Esch
L-1471 Luxembourg
Luxembourg
Elvinger, Hoss & Prussen
2, Place Winston Churchill
L-2014 Luxembourg
2.10. REPRESENTATIVE AND
SERVICE OF PAYMENT OF THE
COMPANY IN SWITZERLAND
Lloyds TSB Bank plc
Geneva Branch
1, Place Bel-Air
CH-1204 Geneva
Tel. +41 22 307 33 33
Fax +41 22 307 34 24
SWIFT: LOYDCHGGXXX
The Representative and Paying Agent
of the Company in Switzerland is
The Prospectus, Swiss KIID, Articles
of Incorporation, annual and semiannual reports of the Company may
be obtained, on simple request and
free of charge, at Lloyds TSB Bank plc,
Geneva Branch.
Publications of the Company in
Switzerland, shall be made in
the “Feuille Officielle Suisse du
Commerce” and on the electronic
platform “www.Fundinfo.com”. Except
Annex of the Sub-Fund, the price of
the Shares of each Sub-Fund with the
mention “commissions not included”
are published each Calculation day in
Switzerland in the electronic platform
“www.Fundinfo.com”.
The execution place and the Place of
Jurisdiction for shares distributed in
or from Switzerland shall be located in
may grant retrocessions to the
qualified investors listed below,
who are holding shares on behalf of
third parties (as per the economic
meaning):
- Life insurance
- Pensions Funds and other similar
institutions
- Investment Foundations
- Swiss Management Companies
- Management and foreign Funds
companies
- Investment companies.
Furthermore, the Global Distributor
may grant trailer fees from the
item Distribution in Switzerland
to distributors and partners of the
distribution as hereafter mentioned:
- Distributors subject to authorization
within article 19., al.1, LPCC.
- Distributors released from the
obligation to obtain consent
following article 19, al.4, LPCC and
article 8, OPCC.
- Distribution partners placing
exclusively holding shares with
institutional investors where
the treasury is managed on a
professional basis.
- Distribution partners placing units
of collective investment funds
exclusively on the basis of a written
wealth management mandate.
2.11. REPRESENTATIVE
OF THE COMPANY IN
THE UNITED KINGDOM
Head Office
Lloyds TSB Bank plc
25 Gresham Street
UK-London EC2V 7HN
Facilities Agent
Lloyds TSB Private Banking Ltd
25/27 Perrymount Road
Haywards Heath
West Sussex RH 16 3 SP
Tel. +44 1 444 459 144
Fax +44 1 444 418 528
Regarding the Distribution in
Switzerland, the Global Distributor
7
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
OF THE COMPANY IN BELGIUM
SG Private Banking SA
Kortrijksesteenweg 302
B-9000 Gent
Tel. +32 9 242 22 22
Fax +32 9 242 22 44
SWIFT BIC code: SGABBEB2XXX
OF THE COMPANY IN GIBRALTAR
Lloyds TSB Bank plc
Gibraltar Branch
First Floor, Royal Ocean Plaza
Ocean Village
P.O Box 482
Gibraltar
Tel. +350 773 73
Fax +350 700 23
SWIFT: LOYDGIGXXXX
OF THE COMPANY IN SPAIN
Lloyds Bank International S.A.U.,
Calle Serrano, 90, 5th Floor
28006 Madrid, Spain
Tel. +34 902 024 365
Fax +34 91 484 81 94
SWIFT: LOYDESMMXXX
OF THE COMPANY IN FRANCE
Société Générale
SGSS/INV/CCT/PAS
50, Boulevard Haussmann
F-75431 PARIS CEDEX 09
Tel. +33 1 421 425 88
or +33 1 421 488 38
Fax +33 1 530 545 91
SWIFT BIC Code : SOGEFRPPGSS
3. OBJECTIVES OF THE
COMPANY
The objective of the Company is
to offer a wide range of Sub-Funds
the aim of the management of
8
which is to achieve a total return
(comprising capital gains and income)
corresponding to the kind of assets
and to the Investment Policy as
defined in the respective Sub-Fund’s
Description. Current income and
capital gains are reinvested, and
all investments are effected taking
into account the principle of the
diversification of risks.
The Directors, the Management
Company and the Investment
Managers will use their best
endeavours to achieve this objective.
They cannot however, guarantee its
achievement.
4. COMMON POLICY
AND INVESTMENT
RESTRICTIONS
A. Common Policy
1. THE COMPANY MAY INVEST:
a) in transferable securities and
money market instruments admitted
to or dealt in on a regulated market;
b) in transferable securities and
money market instruments dealt in
on another market in a Member State
(as defined in the 2010 Law) which is
regulated, operates regularly and is
recognised and open to the public;
c) in transferable securities and
money market instruments admitted
to official listing on a stock exchange
or dealt in another market which is
regulated, operates regularly and is
recognised and open to the public
in any other country of Europe, Asia,
Oceania, the American and African
continents;
d) in recently issued transferable
securities and money market
instruments provided that the terms
of the issue provide that application
be made for admission to official
listing in any of the stock exchanges
or other regulated markets and
provided that such admission is
secured within one year of the issue;
e) units of UCITS authorised according
to the Council Directive 2009/65/EC,
as amended (the “Directive”) and/or
other UCIs within the meaning of the
first and second indents of Article 1(2)
of the Directive, whether located
in a member State of the EU or not,
provided that:
- Such other UCIs are authorised
under laws which provide that
they are subject to a supervision
which the Luxembourg supervisory
authority considers as equivalent to
that laid down by the Community
law, and that co-operation between
the authorities is sufficiently
ensured;
- The level of protection for the
unitholders in the other UCIs
is equivalent to that provided
for unitholders in a UCITS, and
in particular, that the rules on
assets segregation, borrowing,
lending, and uncovered sales
of transferable securities and
money market instruments are
equivalent to the requirements of
the Directive;
- The business of the other UCIs is
reported in semi-annual and annual
reports enabling the assessment
of the assets and liabilities, of the
income and of the operations over
the reporting period;
- The UCITS and other UCIs whose
acquisition is contemplated
can not, according to their
constitutional documents, or any
other information obtained by the
Promoter or by the Investment
Manager of the Sub-Funds, invest
globally more than 10% of their
assets in other UCITS or other UCIs.
Each Sub-Fund may invest a
substantial portion of its net asset
value in UCITS or other UCIs
promoted by Lloyds Banking
Group plc.
Shareholders of the Sub-Fund should
be aware that investments in UCITS
and other UCIs might have a number
of implications.
Investments in UCITS and other
UCIs do usually entail a duplication
of entrance fees, management
fees, administration fees, custodian
charges and taxes. However, such
duplication is expected to be partly
reduced by obtaining waiver of, or
reallowances on, sales commission
by the UCITS and other UCIs in which
investments will be made or by
investing in UCITS and other UCIs or
share classes of UCITS or other UCIs
exempt from sales commission.
No subscription or redemption
fees will be charged and no
duplication of management fees
will be incurred, by a Sub-Fund in
case of investments in UCITS and
other UCIs managed directly or
indirectly by the Investment Manager
or by a Company to which these
companies are linked in by a common
management or control or by a direct
or indirect holding of more than 10%
of the capital or voting rights. The
aggregate management commissions
charged to the Sub-Funds and to
those underlying UCITS and UCIs will
fluctuate, depending upon the assets
allocation of each Sub-Fund but will
not exceed the ratio of all-in fee of
any Sub-Fund’s.
If a Sub-Fund invests principally
in UCITS and other UCIs, this will
be specifically mentioned in its
investment policy.
A Sub-Fund (the “Investing Sub-Fund”)
may subscribe, acquire and/or hold
shares to be issued or issued by one
or more Sub-Funds (each, a Target
Sub-Fund) provided that:
- the Target Sub-Fund does not, in
turn, invest in the Investing SubFund invested in this Target ; and
- no more than 10% of the assets
that the Target Sub-Fund whose
-
-
-
-
acquisition is contemplated may,
according to its investment policy,
be invested in units of other UCITs
or UCIs; and
voting rights, if any, attaching to
the relevant Shares are suspended
for as long as they are held by the
Investing Sub-Fund concerned and
without prejudice to the appropriate
processing in the accounts and the
periodic reports; and
the Investing Sub-Fund may not
invest more than 20% of its net
assets in units of a single Target
Sub-Fund; and
in any event, for as long as these
Shares are held by the Investing
Sub-Fund, their value will not be
taken into consideration for the
calculation of the net assets of
the Company for the purposes of
verifying the minimum threshold
of the net asset imposed by
the 2010 Law; and
there is no duplication of
management/subscription or
repurchase fee between those at
the level of the Investing Sub-Fund
of the Company having invested
in the Target Sub-Fund, and this
Target Sub-Fund.
The Company reserves the right to
invest, where appropriate, up to 5%
of the net asset value of each SubFund in Bond Funds, the principal
objective of which is to invest in high
yield bonds.
f) deposits with credit institutions
which are repayable on demand or
have the right to be withdrawn, and
maturing in no more than 12 months,
provided that the credit institution
has its registered office situated
in a EU Member State, or, if not
situated in a EU Member State, is
subject to prudential rules, which the
Luxembourg supervisory authority
considers as equivalent to those laid
down by the Community law.
However, up to a maximum of 10% of
the net assets of each Sub-Fund may
be invested in transferable securities
and money market instruments which
do not meet the criteria stipulated
in the above paragraphs and in debt
instruments which, by virtue of their
characteristics, are equivalent to
transferable securities and which
are, inter alia, transferable, liquid and
have a value which can accurately
determined at the time of the
calculation of the net asset value.
In order to meet redemptions and
where it is in the interests of the
shareholders, part of the net assets
of each Sub-Fund, whatever its
objective and investment policy
will be invested in liquidities in the
form of cash, at sight, at notice
or on term deposit or in money
market instruments or bonds, the
residual maturity of which does not
exceed 12 months. However, such
investments will always only be
deemed ancillary.
2. FURTHERMORE, THE COMPANY
MAY FOR EACH SUB-FUND, EXCEPT
OTHERWISE SPECIFIED IN THE
INVESTMENT POLICY OF THE
RESPECTIVE SUB-FUND:
a) for the purpose of efficient
portfolio management, employ
techniques and instruments
relating to transferable securities, in
particular purchases and sales of call
and put options, purchases and sales
of futures relating to transferable
securities and to any other financial
instruments;
b) as a global hedge against the
risk of unfavourable stock market
movements, sell futures or call
options or purchase put options on
stock market indices;
c) as a global hedge against interest
rate fluctuations, (i) sell futures and
call options or buy put options on
9
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
interest rates, (ii) transact interest
rate swaps by mutual agreement
with first class financial institutions
specialising in this type of
transaction;
d) contract as purchaser or seller
repurchase agreements on
securities. If, in respect of a specific
Sub-Fund, it is intended to make
substantial use of this type of
agreements, the relevant Sub-Fund
Description will comprise a specific
statement to that effect;
e) deal in the forward foreign
exchange or enter into transactions
relating to spot or forward contract
on currencies:
- for spot or forward transactions
involving the sale of currencies
which are due to the Company
in connection with the sale or
redemption of assets belonging
to the Company or the issue of its
shares; or
- for spot or forward transactions
involving the purchase of currency
where such currency is payable
by the Company in connection
with purchases or subscriptions
of assets by the Company or the
redemption of its shares; or
- as a global hedge against the
currency risks (i) for sales of call
options, purchases of put options
and sales of futures on currency.
These financial derivative
instruments, including equivalent
cash-settled instruments will be dealt
in on a regulated market, or in overthe-counter (OTC) financial derivative
instruments, provided that:
- the underlying asset consists of
instruments, financial indices,
interest rates, foreign exchange
rates or currencies, in which the
Company may invest according to
its investment objectives;
- the counterparties to OTC
derivatives transactions are
institutions subject to prudential
10
supervision, and belonging to
the categories approved by the
Luxembourg supervisory authority;
- the OTC derivatives are subject
to reliable and verifiable valuation
on a daily basis and can be
sold, liquidated and closed by
an offsetting transaction at any
time at their fair value and at the
Company’s initiative;
- the risk of counterparty of the
Sub-Fund in an OTC derivative
transaction will not exceed 10%
of its net asset value when the
counterparty is a credit institution
having its registered office situated
in a Member State, or, if not
situated in a Member State, being
submitted to prudential rules,
which the Luxembourg supervisory
authority considers as equivalent
to those laid down in Community
law, or 5% of its net assets value in
any other cases.
Under no circumstances shall these
operations cause the Company
to diverge from its investment
objectives as laid down in the
Articles of Incorporation or in the
present Prospectus.
The Company shall ensure that its
global exposure relating to financial
derivative instruments does not
exceed the total net value of its
portfolio.
The Company may invest, as a part
of its investment policy and within
the limits laid down in point B. 1. f),
in financial derivative instruments
provided that the exposure to the
underlying assets does not exceed in
aggregate the investment limits laid
down in point B. a), b), c), d) and e).
B. Investment Restrictions
1. FOR EACH OF ITS SUB-FUNDS:
a) The Company shall not invest
more than 10% of its net assets in
transferable securities and money
market instruments issued by the
same issuing body.
The limit of 10% under above may be
increased to 35% if the transferable
securities or money market
instruments are issued or guaranteed
by a Member State, by its public local
authorities, by a non-Member State
or by public international bodies of
which one or more Member States
belong.
Furthermore, for the Bond Funds,
the Company is authorised to invest
more than 35% and up to 100% of
the net assets of each Sub-Fund, in
accordance with the principle of risk
spreading, in different transferable
instruments issued or guaranteed
by a Member State, one or more of
its local authorities, a non-Member
State of the European Union (as
acceptable by the CSSF, including
but not limited to the OECD member
states, Singapore or Brazil) or public
international body of which one or
more Member States of the European
Union belong, provided that such
investments are spread over at least
six different issues, each of them
representing not more than 30% of
the net assets of such Sub-Fund.
b) The limit of 10% of
paragraph B.1. a) above may be of a
maximum of 25% for certain bonds
when they are issued by a credit
institution which has its registered
office in a Member State, and is
subject by law, to special public
supervision designed to protect
bondholders. In particular, the
sums deriving from the issue of
these bonds must be invested in
accordance with the law in assets
which, during the whole period of
validity of the bonds, are capable
of covering claims attaching to
the bonds and which, in case of
bankruptcy of the issuer, would
be used on a priority basis for the
repayment of principal and payment
of the accrued interest.
If a Sub-Fund invests more than 5%
of its assets in the bonds referred to
in the first sub-paragraph and issued
by a single issuer, the total value of
such investments may not exceed
80% of the value of its net assets.
c) A Sub-fund shall not invest more
than 20% of the net assets of any
Sub-Fund in deposits with the same
issuing body
d) The total value of the individual
holdings which represent more than
5% of the net assets invested in
market instruments issued by the
same issuing body, shall not exceed
40% of the net assets of that SubFund. This limitation does not apply
to deposits made with financial
institutions subject to prudential
supervision and to OTC derivative
transactions made with those
financial institutions.
e) Notwithstanding the individual
limits laid down in paragraph A.2 e)
last indent and paragraphs a) and
c) above, the Company may not
combine for each Sub-Fund:
- investments in transferable
instruments issued by a single
body,
- deposits made with a single body
and/or
- exposures arising from OTC
derivative transactions undertaken
with a single body,
in excess of 20% of its net assets.
f) The transferable securities and
money market instruments referred
to in point paragraph A.2 e) last
indent and paragraphs a) and
c) above are not included in the
calculation of the limit of 40%
referred to in point B.1. d) above.
The limits set out in point B.1.
may not be combined, and thus
investments in transferable securities
or money market instruments issued
by the same body, in deposits or
financial derivative instruments
made with this body carried out in
accordance with the present point
B.1 may not exceed a total of 35% of
the assets of a Sub-Fund.
Companies which are included in
the same group for the purposes of
consolidated accounts, as defined in
accordance with Directive 83/349/EEC
or in accordance with recognised
international accounting rules, are
regarded as a single body for the
purpose of calculating the limits
contained in the present point B.1. f).
A Sub-Fund may cumulatively invest
up to 20% of its assets in transferable
instruments within the same group.
2. FURTHERMORE, THE COMPANY
MAY NOT:
a) invest more than 10% of the net
assets of each Sub-Fund in shares or
units issued by a single UCITS and/or
other UCI unless the relevant
Sub-Fund is set up as a Fund of
Funds or a specific derogation to this
limitation is stated in the investment
policy of a Sub-Fund.
For the purpose of the application
of this limit, each Sub-fund of an
umbrella UCITS or UCI is considered
as a separate UCITS or other UCI
provided that the principle of
segregation of each Sub-Fund
obligations vis-à-vis third parties is
ensured.
The underlying investments held by
the UCITS or other UCIs in which the
Company invests do not have to be
considered for the purposes of the
application of limits as stated in the
above point B.1.
b) invest more than 30% of the net
assets of each Sub-Fund in shares or
units of other UCIs other than UCITS,
c) invest in voting shares of
companies which would enable the
Company to exercise a significant
influence over the management of
their issuer;
d) acquire more than:
- 10% of the non-voting shares of the
same issuer;
- 10% of the bonds of the same issuer;
- 10% of the money market
instruments issued by the same
issuer;
- 25% of the units of the same UCITS
and/or other UCIs. In case of a
UCITS or other UCI with multiple
sub-funds, this restriction is
applicable by reference to all units
issued by the UCITS or other UCI
concerned, all sub-funds combined;
except if at the time of purchase
of such securities as described on
second, third and fourth indents
above the gross amount of bonds
or money market instruments or the
net amount of the securities in issue
cannot be calculated.
The limits laid down above do
not have to be respected when
exercising subscription rights
attaching to transferable securities
or money market instruments which
form part of the assets of the relevant
Sub-Fund. If one of the limits referred
to above is exceeded for reasons
beyond the control of the Company
or as a result of the exercise of
subscription rights attaching to
securities held in portfolio, the
Company must adopt as a priority
objective the remedying of that
situation, taking due account of the
interests of the shareholders.
e) However, the limits laid down
in paragraphs c) and d) above are
waived as regards to transferable
11
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
instruments issued or guaranteed
by (i) a Member State or its local
authorities, (ii) a non EU Member
State, (iii) public international bodies
of which one or more EU Member
States are members or (iv) an issuer
of a non-member State of the EU
which invests its assets mainly in the
securities of issuing bodies having
their registered office in that state,
where under the legislation of that
state, such a holding represents the
only way in which the Company can
invest in the securities of issuing
bodies of that state and provided
that the issuer in which the Company
invests, complies in its investment
policy with the limits laid down in
Articles 43, 46 and 48 (1) and (2)
of the 2010 Law.
f) invest neither in precious metals
nor certificates representing these.
The Company may, however, hold
gold warrants or gold options
which are acquired by investment
in transferable securities with
such warrants provided that these
warrants or options are never
exercised or detached from the
underlying securities;
g) contract loans except where these
are occasional and temporary, the
total of which shall in any case not
exceed 10% of the net assets of each
Sub-Fund;
h) grant loans to any person nor
act as guarantor on behalf of third
parties except (i) in the form of bank
deposits placed with the Custodian
Bank, or another bank or deposittaking institution duly approved
by the Custodian Bank (ii) as
subscriptions, purchases or holdings
of debentures or (iii) through
securities lending transactions held
directly or through a standardised
lending system organised by a
recognised clearing institution or
through a lending system organised
by a financial institution subject
12
to prudential supervision rules
considered by the Luxembourg
supervisory authority as equivalent
to those prescribed by Community
Law and specialised in this type of
transactions. Such securities lending
transactions, as defined above, shall
be used for the purpose of efficient
portfolio management and shall
not result in a change of investment
objective of the Sub-Fund nor
result in additional risk higher than
the risk profile as described in the
description of a Sub-Fund.
i) carry out uncovered sales of
transferable securities, money
market instruments, share or units
of UCITS and/or other UCIs and
financial derivative instruments.
C. Selection and
Monitoring Procedure
applied for the Sub-Funds
structured as a Fund of
Funds
1. SELECTION PROCEDURE
Investments are chosen from a
carefully selected range of Funds
rated highly by the Sub-Fund
Investment Manager.
The UCITS and UCIs selection
consists of:
- a quantitative screening the goal
of which is to identify amongst the
worldwide universe, the Funds that
will meet pre-established standard
criteria of past performances and
ranking, size, Alpha, Beta and
annual volatility;
- the performance of due diligence
analysis allowing an objective
assessment of all preselected
Funds which will identify (i) the
investment strategy and (ii) the
UCITS and UCIs’ Funds Managers
risk management;
- a qualitative screening carried
out with on site visits and
interviews of the UCITS and UCI’s
Funds Managers, including their
diligence to comply with the Funds
investment policy and guidelines
and the analysis of their back office
functions and support systems.
This selection provides the
Investment Managers with an
updated list of UCITS and UCIs
encompassing all types of strategies.
2. MONITORING PROCEDURE
The selected list of UCITS and UCIs
will be monitored in order to assure
that the Funds still meet the standard
of the select list.
5. RISK FACTORS
Investors should note that a
significant proportion of the assets of
certain Sub-Funds will be invested in
securities or other instruments issued
by Latin American, Asia or Emerging
European entities or their offshore
subsidiaries. Before investing in the
Company, prospective investors
should carefully review the relevant
Sub-Fund’s Investment Policy.
Investors should also bear in mind
that in addition to the normal
risks associated with the type of
instruments in which each Sub-Fund
invests, they may be exposed to the
risks of investing in Latin American,
Asian or Emerging European
countries, including possible
currency devaluation, inflation,
imposition of exchange controls,
changes in taxes or local laws.
Moreover, the analysis of credit risk
of individual issuers is more difficult
in Latin American, Asian or Emerging
European countries than in most
OECD countries. Rating methods
are not well developed, and name
selection by the Investment Manager
is on a best effort basis. Prospective
Investors should bear in mind that
there is a significant risk of default by
issuers.
Specific risk factors of the Sub-Fund
structured as a Fund of Funds
1. ILLIQUIDITY
OF THE UCITS AND UCIS
Although UCITS and UCIs in which
the Sub-Fund invests are open-ended
Funds with payment of their
redeemed shares in due time, there
may be, in exceptional circumstances,
a lack of liquidity at the level of the
investments made by such UCITS and
UCIs which may affect the liquidity of
the shares of the Sub-Fund, as well
as its net asset value calculation, the
issue and the redemption of its shares
(see Chapter 6, B).
2. NATURE OF THE INVESTMENTS
OF THE SUB-FUND
The Investment Manager seeks to
monitor investments and trading
activities of the UCITS and UCIs to
which the Company has allocated
assets.
However, investment decisions are
normally made independently at the
level of such UCITS and UCIs and are
solely subject to the restrictions set
out in the Articles of Incorporation
or Prospectuses of such UCITS
and UCIs. Although due diligence
is conducted by the Investment
Manager (see C above), neither
the Company nor the Investment
Manager or the Custodian Bank are
liable for the compliance with such
restrictions.
3. EXPOSURE TO FOREIGN
EXCHANGE RISK
According to their individual
investment policy, the Sub-Funds
may invest in UCITS, UCIs or other
instruments in a currency other
than the currency in which they are
denominated. Such exposure entails
risks of foreign exchange rates
falls, which will not automatically
be hedged. Moreover, even when
hedging techniques are used, it may
not be possible to eliminate totally
the exposure to currencies other than
the Fund’s currency.
Prospective investors should read
the entire Prospectus and the
KIID and fully evaluate all other
information that they deem to
be necessary for determining
whether to invest in the Sub-Fund.
Prospective investors should ensure
that they fully understand the content
of this Prospectus and KIID. As these
Sub- Funds may not be suitable for
all investors, if you have any doubts,
you should seek advice from your
investment advisor before taking
any action. Past performance is not
necessarily a guide to the future.
4. RISKS ASSOCIATED WITH
FINANCIAL DERIVATIVE
INSTRUMENTS
The Target Fund or their Investment
Manager(s) may use financial
derivative instruments traded on a
Regulated Market and on over-thecounter markets.
The use of these strategies involves
certain special risks, including
without limitation:
- dependence on the ability to
predict movements in the prices
of securities being hedged and
movements in interest rates,
- imperfect correlation between
the hedging instruments and the
securities or market sectors being
hedged,
- the fact that skills needed to use
these instruments are different
from those needed to select the
Fund’s securities,
- the possible absence of a
liquid market for any particular
instrument at any particular time,
- possible impediments to effective
portfolio management or the
ability to meet repurchase requests
or other short term obligations
because of the percentage of a
fund’s assets segregated to cover
its obligations and
- the risk of counterparty default
delaying or impeding the recovery
of the Target Fund’s assets. The
Target Fund’s ability to use these
strategies may be limited by
market conditions, regulatory
limits and tax considerations and
these strategies may be used only
in accordance with the Investment
Objectives of the Target Fund.
6. SHARES,
SHAREHOLDINGS IN
THE COMPANY
6.1. THE SHARES
Shares in the Company will be
issued in registered form only by
way of entries in the Register of
Shareholders.
Shares of a same Sub-Fund in the
Company, subject to the conditions
as mentioned below, are freely
transferable and, upon issue, are
entitled to participate equally in the
profits and dividends of the
Sub-Fund to which they relate.
Shares carry no preferential or
pre-emptive rights and each
share is entitled to one vote at all
shareholders’ Meetings.
The Articles of Incorporation
can be amended by the General
Meeting of shareholders, which are
subject to the quorum and majority
requirements in accordance with
the law.
13
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
Any amendment in the Articles of
Incorporation affecting the rights of
the shareholders of any Sub-Fund
vis-à-vis those of any other
Sub-Fund shall be subject further
to the quorum and majority
requirements in those Sub-Funds.
However, any resolution of the
General Meeting of shareholders,
deciding the distribution of
dividends on shares of a
Sub-Fund, shall be approved by
the shareholders of this Sub-Fund.
The shares issued have no par value
and must be fully paid. The number
of shares issued will be unlimited.
In the event of dissolution of the
Company, the net proceeds of the
liquidation corresponding to each
Sub-Fund will be distributed in
proportion to the shareholdings in
such Sub-Fund.
6.2. APPLICATIONS
Applications for subscription,
conversion and redemption will be
accepted any Business day by the
Central Administration and by the
Representatives of the Company
(see Chapter 2 Section 2.10 to
Section 2.15) who will forward them
to the Central Administration.
Orders must be received, by
the Central Administration, by
5.00 p.m. (Luxembourg time), on
each Business day and will be
executed on the following Business
day (the “Calculation Day”) at the
price determined on the basis of
the net asset value calculated that
Calculation day, except otherwise
mentioned in the related Annex
of the Sub-Fund. Consequently,
subscriptions, conversions and
redemptions will be calculated on an
unknown net asset value basis.
The fax instructions will be only
accepted if the Mandate “Authority
to act on instructions given by
facsimile transmission” has been
14
mailed to the Central Administration,
duly completed and signed by
all the shareholders prior to any
order execution by the Central
Administration.
6.3. SHARE CLASSES
For some Sub-Funds, in addition to
Class A, a Class Q will be issued in
respect of a Sub-Fund.
Class Q is not available to any person
other than:
a) a company which is in the group of
companies consisting of the ultimate
Lloyds Banking Group and each
of the subsidiaries of that Group
company; or
b) a company, not being a company
of the type referred to in the
preceeding paragraph (a) to whom
the Management Company at its
entire discretion has determined that
such Shares may be made available.
6.4. SUBSCRIPTION OF SHARES
The minimum initial investment
in shares in any one Sub-Fund
is USD 10,000 (or its equivalent
in another currency) except as
otherwise mentioned in the
Description of a Sub-Fund.
Subsequent subscriptions of shares
relating to a Sub-Fund in which the
applicant is an existing holder may
be made for a minimum of USD 5,000
(or its equivalent in another currency)
except as otherwise mentioned in the
Description of a Sub-Fund.
The right is reserved for the
Company to ask any subscriber for
an amount of less than USD 10,000
for proof of his minimum initial
shareholding in the Sub-Fund.
The Company or the Promoter may,
however, decide not to apply the
above-mentioned minima in the
event of exceptional transactions and
transactions undertaken for specific
reasons.
In exceptional circumstances and
upon approval of the Directors,
Shares may also be issued upon
acceptance of the subscription
against contributions in kind of
transferable securities and other
assets considered acceptable by the
Directors and compatible with the
Investment Policy and the investment
objective of the relevant Sub-Fund,
subject to applicable laws and
regulations. Any such subscription in
kind will be valued in a special report
prepared by the Company’s auditor
if legally required. Any expenses
incurred in connection with such
contributions shall be borne by the
shareholders concerned.
Applications for shares must
reach the Central Administration,
on the basis of the Subscription
Form attached to this Prospectus.
Applications by tested SWIFT or by
fax must contain all the information
asked for in the Subscription Form.
In an effort to deter money
laundering and financing terrorism,
the Company, the Management
Company, the Investment
Manager, the Global Distributor,
any distributor or sub-distributor,
and the Central Administration
must comply with all applicable
international and Luxembourg
laws and circulars regarding the
prevention of money laundering and
financing terrorism and in particular
with the Luxembourg law dated
12th November, 2004 against money
laundering and terrorism financing,
as amended and circulars of the
supervising authority. To that end,
the Company, the Management
Company, the Investment Manager,
the Global Distributor, any distributor
or sub-distributor, and the Central
Administration may request
information necessary to establish
the identity of a potential investor
and the origin of subscription
proceeds. Failure to provide
documentation may result in a delay
or rejection by the Company of any
subscription or conversion or a delay
in payout the redemption proceed.
Neither the Company, the
Management Company, the
Investment Manager, the Global
Distributor, any distributor or
sub-distributor nor the Central
Administration have any liability for
delays or failure to process deals as
a result of the applicant providing no
or any incomplete documentation.
Furthermore, Lloyds Banking
Group plc rules require the Central
Administration to comply, at all
times, with the internal control
procedures of Lloyds Banking
Group plc regarding the prevention
of money laundering and financing
of terrorism. In this context, the
Central Administration is required
to obtain evidence of identities and
addresses of its shareholders and
co-shareholders and to inquire as
to their source of wealth in order
to ensure that these funds are not
derived from illegal activities.
For that purpose, investors’
attention is drawn to the fact that
the Subscription Form must be fully
completed and that the required
attachments must be forwarded
together with the Subscription Form
to the Central Administration. The
Subscription Form of a subscriber
must be accompanied, in the case of
individuals by a true certified copy of
the original of:
- A passport [page bearing
photograph, date of birth and
page bearing the signature]; or
- A national identity card
(Continental European residents);
or
- A current full United Kingdom
driving licence (UK residents only),
and for corporations, by an original
or a certified copy of the articles
and an original or a certified copy
of an extract from the Register of
Commerce together with a list of
directors and authorised signatories.
All copies of identity documents
must be legible and valid at the time
of the subscription. They must be
certified as true copies by a public
notary, an embassy, a consulate or
High Commission of the country of
issue of the document. Upon expiry
of existing documents, shareholders
must provide the Company or the
Central Administration with certified
copies of replacement documents.
The Company or the Central
Administration will not, in principle,
accept subscriptions from investors
resident in countries where financial
institutions or professionals of the
financial sector are not subject to an
identification obligation equivalent to
that required under Luxembourg law.
Furthermore, the Company or the
Central Administration reserve the
right to verify any of the information
provided with by the shareholders or
the co-shareholders.
Subscriptions may be temporarily
suspended until the Company or
the Central Administration is fully
satisfied as to the identification of the
subscribers, their source of wealth
and the source of the funds.
Namely, the Company or the Central
Administration reserves the right,
at its sole discretion, to reject,
suspend or restrict any request for
subscriptions:
- if sections of the Subscription Form
are left blank or if information is not
legible, complete or valid at the
time of the subscription;
- if the request of subscription is
not made in conformance with
the Articles of Incorporation or
is in violation with the law and
legal provisions of the country of
residence of the subscriber;
- if the request of subscription
comes from investors whom
the Company considers to be
« market timers». «Market timers»
and investments associated
with «market timing» practices
are defined under heading
« Conversion of shares between
Sub-Fund ».
A contract note confirming the
details of the subscription and
substituting the confirmation
of registration will be sent to
shareholders on the next open
Business day of the applicable
Calculation day.
The subscription price for shares of
these Sub-Funds, corresponds to
the net asset value per share of the
applicable Calculation day, increased
by any taxes and brokerage fees, as
well as by a subscription fee being
fixed at a maximum rate of 4.25%,
calculated on the net asset value per
share and payable to the Distributor,
who may, at its discretion, decide
to reallow all or part of the fee to
professional intermediaries. Amounts
will be rounded up or down according
to customary banking practice.
Payment from the shareholders
(and not from third-party) in the
currency of the shares subscribed,
or in another currency if requested
by the applicant, should be made by
bank transfer in cleared funds to the
account of the Central Administration
within the Business days following
the Calculation day as stated in the
Description of each Sub-Fund.
The applicant may also pay the
subscription amount by sending,
together with its Subscription Form,
a cheque to the order of State Street
Bank Luxembourg S.A.. In that
case, the Company or the Central
Administration reserves the right to
accept the subscription only when
15
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
the cheque has been paid, and at
the latest on the first open Business
day in Luxembourg following the
reception by the Custodian Bank of
the cleared funds confirmation. The
Custodian bank’s cheque collection
fee, if any, will be deducted from the
subscription amount.
If the payment is made in a different
currency to that of the shares
subscribed, the exchange rate
shall be determined by the Central
Administration and the applicant will
be charged with the customary fees
and exchange commission.
In any case, if monies are not received
as described above, the Company or
the Central Administration reserves
the right to cancel any allotment of
the relevant shares without prejudice
to the right of the Company or of
the Central Administration to obtain
compensation for any loss directly or
indirectly resulting from the failure
of an applicant to effect settlement.
If an allotment is cancelled and
cleared monies are subsequently
received, the Company or the Central
Administration may either return
the application monies at the cost
of the applicant and subject to any
applicable charges, or issue shares
on the date cleared monies are
received, at the price determined
calculated that Business day but
subject to any applicable charges.
6.5. REDEMPTION OF SHARES
Requests for redemption of shares,
possible at any time, must be
accompanied by the registered
share certificates and by payment
instructions.
The redemption price of shares
corresponds to the net asset
value per share of the applicable
Calculation day, less taxes, and
brokerage fees, and if the Directors
16
consider it appropriate, a redemption
fee payable to the Distributor which
shall not exceed 1% of the net asset
value. The amount will be rounded
up or down according to customary
banking practice.
If compliance with redemption
instructions results in a residual
holding in any one Sub-Fund
of less than USD 10,000 (or its
equivalent in other currencies) or
any other amount as specified in
the Description of a Sub-Fund, the
Company may compulsorily redeem
the residual shares at the current bid
price and pay the proceeds thereof
to the shareholder.
A contract note confirming the
details of the redemption will be sent
to on the next open Business day of
the Calculation day.
Subject to the receipt of the
registered share certificates,
payment will be effected by the
Central Administration by bank
transfer in the currency of the
relevant Sub-Fund, or in a different
currency where requested by the
shareholder, within the Business
days following the Calculation day,
as stated in the description of each
Sub-Fund.
Payment may also be made by
banker’s draft at the request of
the shareholder. Any costs so
incurred will be deducted from the
redemption proceeds.
In exceptional circumstances,
the Directors may request that a
shareholder accepts redemption in
kind.
The shareholders may always request
a cash redemption payment in the
reference currency of the relevant
Class.
Where the shareholder agrees
to accept redemption in kind he
will, as far as possible, receive a
representative selection of the
relevant Class’ holdings pro rata to
the number of shares redeemed
and the Company will make sure
that the remaining shareholders do
not suffer any loss therefrom. The
value of the redemption in kind will
be certified by certificate drawn up
by the independent auditors of the
Company to the extent required by
Luxembourg laws and regulations,
except where the redemption in kind
exactly reflects the shareholder’s
prorata Share of investments.
Any request for redemption shall
be irrevocable except in the event
of suspension of redemption. In the
absence of revocation, redemption
will occur as of the first Calculation
Day after the end of the suspension.
If the payment is requested in any
currency other than that of the
redeemed Shares, the exchange rate
shall be determined by the Central
Administration, and the customary
fees and exchange commission will
be deducted from the proceeds of
the redemption.
The proceeds of the redemption
will be paid only in favour of the
shareholder(s).
The right is reserved, if it is in the
general interest of the shareholders,
for the Company to defer the
redemption of its shares or of the
Shares of one of these Sub-Funds
in the cases and in accordance with
the details described in Chapter 9
Section B.
The Company shall not be bound
to redeem on any Calculation day
more than 10% of the net asset
value of a Class issued by any
Sub-Fund. If the Company receives
requests on any Calculation day
for redemption which exceeds this,
the Company may proportionally
reduce these redemption requests
and postpone the part of them which
has not been redeemed for the next
Calculation day which must be within
7 Calculation days. Dealing of such
postponed requests will be given
priority over later requests.
6.6. CONVERSION OF SHARES
BETWEEN SUB-FUNDS
Shareholders will be entitled to
convert some or all of their Shares
relating to any Class of any Sub-Fund
into shares relating to any other Class
of the same or other Sub-Fund.
Provided that the calculation of the net
asset value per Share, and the issue
and redemption of Shares of either
of the respective Sub-Funds have
not been suspended, cancelled or
postponed, the conversion of Shares
will be calculated in accordance with
the following formula:
(B x C) x E
A = –––––––––––
D
where
A is the number of Shares of the new
Class of the Sub-Fund to which the
shareholder shall become entitled;
B is the number of Shares of the
original Class of the Sub-Fund to be
converted;
C is the first net asset value per
Share of the original Class of the
Sub-Fund following the receipt of
the conversion order by the Central
Administration;
D is the first net asset value per
Share of the new Class of the
Sub-Fund following the receipt of
the conversion order by the Central
Administration;
E is the rate of exchange determined
by the Central Administration.
Applications for conversion of
Shares should include the number
of Shares of the Class of the
Sub-Fund or amount to be converted
and the proportion of their value to
be allocated to each new Class of
Shares of the Sub-Fund as well as any
delivery instructions for the Share
certificates. In the case of registered
shares, the name and signature of
all the shareholders must appear on
the application for conversion (unless
the Joint Shareholding Mandate has
been signed by all the shareholders).
Contract notes for the subscription
and redemption and, where
appropriate, the registered share
certificates will be drawn up in
accordance with the customary
issuing and redemption procedures.
to modify or impose restrictions
regarding the frequency of
conversions. Specifically, the
exception clause as described in the
above Section 4, last paragraph will
apply in case of conversion.
The Company does not knowingly
allow investments which are
associated with Market Timing and
Late Trading practices, as such
practices may adversely affect the
interests of all non-market timing
shareholders by harming SubFund’s performance and diluting
profitability.
The Late Trading practice
consists to transmit to the Central
Administration, for application at
day, orders that have been received
after the deadline for the reception
of the orders as fixed in Chapter 6,
Section 6.2 above.
In general, Market Timing refers
to the investment behaviour of an
individual or a group of individuals
buying, selling or converting shares
or other securities on the basis of
predetermined market indicators.
Market timers also include individuals
or groups of individuals whose
securities transactions seem to follow
a timing pattern or are characterised
by frequent or large conversions.
The Company may therefore
combine shares which are under
common ownership or control for the
purposes of ascertaining whether
an individual or group of individuals
can be deemed to be involved in
market timing practices. Common
ownership or control includes
without limitation legal or beneficial
ownership and agent or nominee
relationships giving control to the
agent or nominee of Shares legally or
beneficially owned by others.
Accordingly, the Company reserves
the right to reject any application
for switching of Shares by investors
whom the Company considers
market timers.
6.7. TRANSFER OF SHARES
The transfer of registered Shares
to third parties may be effected by
sending a duly completed Transfer
Form to the Central Administration.
Transfer Forms are available from the
Central Administration.
Where share certificates have been
issued, they must be returned to the
Central Administration together with
a Transfer Form.
If the transfer is requested in favour
of persons who are not already
shareholders of the Company,
identification procedures and
controls relating to prevention of
money laundering and financing
terrorism as stated under Point 3
above will apply.
6.8. STATEMENTS OF HOLDINGS
All shareholders will be sent a
statement confirming the number
and value of Shares held by them in
each Sub-Fund at the beginning of
the second quarter of each year.
17
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
7. DISTRIBUTION POLICY
The main objective of the Company
is to achieve the optimal growth
of its capital and therefore, except
Annex of the Sub-fund, it is not
planned to distribute any dividends.
All income accruing to each of the
different Sub-Funds is continuously
reinvested therein.
For the Sub-Funds which offer
Distributive Share Classes, it is the
intention of the Board of Directors to
distribute substantially the taxable
income earned on investment.
Every resolution of the annual
general meeting deciding the
distribution of a dividend in a SubFund must be approved by the
Shareholders of the said
Sub-Fund by a simple majority vote
of the Shareholders present or
represented.
Entitlement to dividends and
allocations not claimed within five
years of the due date shall be forfeited
and the corresponding assets shall
revert to the Sub-Fund concerned.
8. DATA PROTECTION
The Company, in its capacity as
data controller, collects, stores
and processes by electronic or
other means the data supplied by
shareholders at the time of their
subscription for the purpose of
fulfilling the services required by
the shareholders and complying
with its legal obligations. The data
processed includes in particular the
name, address and invested amount
of each shareholder.
The data supplied by shareholders
is processed for the purpose
of administering your account,
i.e. (i) maintaining the register
of shareholders, (ii) processing
18
subscriptions, redemptions and
conversions of shares and payments
of dividends to shareholders,
(iii) performing controls on late
trading and market timing practices,
and (iv) complying with applicable
anti-money laundering and
prevention of terrorism financing
rules.
to International Financial Data
Services (Canada) Limited, a
company incorporated under
the laws of Ontario, Canada as
corporation number 1485549 with
registered office at 30 Adelaide
Street E, Suite 1, Toronto, Ontario,
M5C 3G9 (the “Recipient”).
In the context of the above
mentioned purposes, the Company
can delegate the processing of
personal data to its agents, in
particular the Central Administration,
the Registrar and Transfer Agent.
9. NET ASSET VALUE
As regards processing carried out
by the Central Administration, the
Registrar and Transfer Agent, the
Company agrees to disclose the
following data:
- general personal data, including
your name, addresses, phone
numbers, fax numbers, email
addresses, passport details;
- data relating to the Financial
Intermediary / Distributor via which
you have invested in the Company,
including the name, addresses,
phone numbers, fax numbers,
email addresses of such Financial
Intermediary / Distributor;
- data relating to your investment in
the Company, including data relating
to the bank accounts and settlement
accounts linked to your investment
in the Company (account name,
account number), amount invested
in the Company, number and value
of the shares held in the Company,
outstanding and total commitments
to invest in the Company, elections
as to EUSD status;
- data relating to transfers of shares
in the Company such as the name
of the transferor and the transferee,
the amount of shares transferred,
the amount pending to be paid,
the time and date of payments and
transfers of shares;
A. General
1. The net asset value of shares of
each Class of the Company shall
be expressed in the currency of
denomination of the relevant Class
or in any other currency as specified
in the Description of a Sub-Fund, as
determined by the Directors, as a per
share figure and shall be determined
on each Calculation Day, based
on the last available prices of the
Business day on the relevant markets
preceding the Calculation Day (the
“Valuation Day”).
It is determined by dividing the net
assets of the Company allocated
to the relevant Class, being the
value of the assets of the Company
corresponding to such Class, less the
liabilities and commitments which
are attributable to such Class at
such time or times as the Directors
may determine, by the number of
shares then outstanding adjusted to
reflect any dealing charges, swing
pricing technique or fiscal charges
which the Directors considers
appropriate to take into account and
by rounding the resulting sum to the
nearest smallest unit of the currency
concerned.
If a substantial modification of
the prices on stock exchange
markets, on which an important
part of investments made by the
Company and attributable to a
particular Class are negotiated or
quoted has occurred, since the
closing of the offices of the relevant
day, the Company may cancel the
first valuation and make a second
valuation in order to protect the
interest of the shareholders of the
Company.
For this purpose, the assets of
the Company shall be deemed to
include:
a) all cash on hand or on deposit
including any interest accrued
thereon;
b) all bills and demand notes and
accounts receivable (including
proceeds of securities sold but not
delivered);
c) all bonds, time notes, shares,
stock, units in undertakings for
collective investment, debenture
stocks, subscription rights, warrants,
options and other investments and
securities owned or contracted for by
the Company;
d) all stock dividends, cash dividends
and cash distributions receivable
by the Company (provided that the
Company may make adjustments
with regard to fluctuations in the
market value of securities caused by
trading ex-dividends, ex-rights, or by
similar practices);
e) all interest accrued on any interestbearing securities owned by the
Company except to the extent that
the same is included or reflected
in the principal amount of such
security;
f) all other assets of every kind and
nature, including, if any, the prepaid
expenses of the Company, not yet
written off and all the eventual
formation expenses of the Company
insofar as the same have not been
written off.
The liabilities of the Company shall
be deemed to include:
a) all borrowing, bills and other
amounts due;
b) all accrued or payable
administrative expenses (including
but not limited to investment
advisory fee or management fee,
custodians, representatives and
agents of the Company);
c) all known liabilities, present
and future, including all matured
contractual obligations for payments
of money or property, including the
amount of any unpaid dividends
declared by the Company where the
Calculation Day falls on the record
date for determination of the person
entitled thereto or is subsequent
thereto;
d) an appropriate provision set aside
for futures taxes as at the date of the
valuation and any other provisions or
reserves approved by the Board of
Directors;
e) all other liabilities of the Company
of whatsoever kind and nature
except liabilities represented
by shares in the Company. In
determining the amount of such
liabilities, the Company shall take
into account all expenses payable by
the Company which shall comprise
formation expenses, fees and
expenses payable to its investment
advisers or investment managers,
fees and expenses payable to its
directors or officers, its accountants,
custodians and its correspondents,
domiciliary, registrar and transfer
agents, any paying agent and
permanent representatives in places
of registration, any other agent
employed by the Company, fees and
expenses incurred in connection
with the general infrastructure of
the Company, the listing of the
shares of the Company at any stock
exchange or to obtain a quotation
on another regulated market,
all professional and other fees
(including fees for legal, consultancy
or auditing services), promotional,
marketing, printing, reporting and
publishing expenses, including the
cost of advertising or preparing and
printing of prospectus and KIID or
explanatory memoranda or sales
brochures, registration statements,
annual and semi-annual reports,
taxes or governmental charges,
and all other operating expenses,
including the cost of buying and
selling assets, interest, currency
conversion costs, bank charges and
brokerage, postage, telephone and
facsimile. The Company may take
into account recurring or regular
administrative and other expenses
by estimating them for the year or for
any other period in advance and may
accrue the same in equal proportions
over any such period.
2. VALUTATION OF THE ASSET
The assets of each class of shares are
valued in the following way:
a) securities listed on a stock exchange
or on other regulated markets, which
operate regularly and are recognised
and open to the public, will be valued
at the last available price; in the
event that there should be several
such markets, on the basis of the last
available price of the main market for
the relevant security. Should the last
available price for a given security
not truly reflect its fair market value,
then that security shall be valued on
the basis of the probable sales price
which the Directors deem it is prudent
to assume;
(b) securities not listed on a stock
exchange or on any other regulated
markets, which operate regularly
and are recognised and open to the
public, will be valued on the basis of
their last available price. Should the
19
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
last available price for a given security
not truly reflect its fair market value,
then that security will be valued by the
Directors on the basis of the probable
sales price which the Directors deem
it is prudent to assume;
(c) swaps are valued at their fair value
based on the underlying securities
(at close of business or intraday) as
well as on the characteristics of the
underlying commitments;
d) the liquidating value of futures,
forward and options contracts (or any
other financial derivative instruments)
not traded on regulated markets or
stock exchanges shall mean their
net liquidating value determined,
pursuant to the policies established
in good faith by the Directors, on a
basis consistently applied for each
different variety of contracts. The
liquidating value of futures, forward
and options contracts (or any other
financial derivative instruments)
traded on regulated markets or stock
exchanges shall be based upon the
last available settlement prices of
these contracts on regulated markets
or stock exchanges on which the
particular futures, forward or options
contracts (or any other financial
derivative instruments) are traded
by the Company; provided that if a
futures, forward or options contract
(or any other financial derivative
instruments) could not be liquidated
on the day with respect to which net
assets are being determined, the
basis for determining the liquidating
value of such contract shall be such
value as the Directors may deem fair
and reasonable;
(e) shares or units in underlying
open-ended investment funds shall
be valued at their last available price;
(f) liquid assets and money market
instruments may be valued at
nominal value plus any accrued
interest or on an amortised cost
basis. All other assets, where
20
practice allows, may be valued
in the same manner; short-term
investments that have a remaining
maturity of one year or less may
be valued (i) at market value, or (ii)
where market value is not available or
not representative, at amortised cost;
(g) the value of any cash on hand
or on deposit, bills and demand
notes and accounts receivable,
prepaid expenses, cash dividends
and interest declared or accrued as
aforesaid, and not yet received shall
be deemed to be the full amount
thereof, unless, however, the same
is unlikely to be paid or received in
full, in which case the value thereof
shall be determined after making
such discount as the Directors may
consider appropriate in such case to
reflect the true value thereof.
In the event that extraordinary
circumstances render such
a valuation impracticable or
inadequate, other valuation methods
may be used if the Directors
considers that another method
better reflects the value or the
liquidation value of the investments
and is in accordance with the
accounting practice, in order to
achieve a fair valuation of the assets
of the Company.
3. CURRENCY RELATING
TO VALUATION, QUOTATION
AND DEALING
Each Sub-Fund is valued in the
currency specified in its relevant
description and in any other
currencies as specified in the
description of a Sub-Fund.
However, the Directors may at
its own discretion at any time
decide that a Sub-Fund shall be
valued, quoted and dealt in one or
several additional currencies. Such
additional valuation will be effected
at the last known rate of exchange
on the Valuation Day. The exchange
fees and commissions arising from
subscriptions and redemptions in
such an additional currency will be
borne by the Sub-Fund.
B. Suspension of the
calculation of the net
asset value, of the issue,
conversion and redemption
of shares
1. The Company may suspend the
determination of the net asset value
of shares of any particular Sub-Fund
and the issue and redemption of its
shares from its shareholders as well
as conversion from and to shares
of each Sub-Fund if at any time, the
Board of Directors believes that
exceptional circumstances constitute
forcible reasons for doing so. Such
circumstances can arise:
a) during any period when the
dealing of the units/shares of an
investment vehicle in which any
substantial portion of assets of the
relevant Sub-Fund is invested or the
calculation of the net asset value of
such investment vehicle is restricted
or suspended; or
b) during any period when any of
the principal stock exchanges or
organised markets on which any
substantial portion of the investments
of the Company attributable to such
Sub-Fund from time to time are
quoted or dealt in is closed otherwise
than for ordinary holidays, or during
which dealings therein are restricted
or suspended; or
c) when any state of affairs exists
which constitutes an emergency as a
result of which disposals or valuation
of assets owned by the Company
attributable to such Sub-Fund would
be impracticable; or
d) during any period when the
application of an index, underlying
of a financial derivative instrument
representing a material part of the
assets of the relevant Sub-Fund is
suspended; or
e) when there is any breakdown in the
means of communication normally
employed in determining the price
or value of any of the investments of
such Sub-Fund or the current price
or values on any stock exchange in
respect of the assets attributable to
such Sub-Fund; or
f) in any period when the Company
is unable to repatriate funds for
the purpose of making payments
on the redemption of the Shares
of such Sub-Fund or during which
any transfer of funds involved in
the realisation or acquisition of
investments or payments due on
redemption of shares cannot in the
opinion of the Directors be effected
at normal rates of exchange; or
g) during any period when in the
opinion of the Directors there exist
circumstances outside the control
of the Company where it would be
impracticable or unfair towards the
shareholders to continue dealing in
Shares of the Company; or
h) in the event of the publication (i) of
the convening of a general meeting of
shareholders at which a resolution to
wind up the Company or a Sub-Fund
is to be proposed, or of the decision
of the Directors to wind up one or
more Sub-Funds, or (ii) to the extent
that such a suspension is justified for
the protection of the shareholders, of
the notice of the general meeting of
shareholders at which the merger of
the Company or a Sub-Fund is to be
proposed, or of the decision of the
Board of Directors to merge one or
more Sub-Funds.
2. Any such suspension shall be
published, if appropriate, by the
Company and shall be notified to
shareholders requesting purchase
of their shares by the Company at
the time of the filing of the written
request for such purchase.
Such suspension as to any class of
shares shall have no effect on the
calculation of the net asset value, the
issue, redemption and conversion
of the shares of any other class of
shares.
3. The beginning and end of any
period of suspension (excluding
customary closing of stock exchanges
for not more than three days) will be
made known at the registered office
of the Company and, if appropriate,
announced in a Luxembourg
daily newspaper and in any other
newspaper as the Directors may
decide. Notice will also be given to
any Shareholder lodging a request for
redemption or conversion of shares.
10. CHARGES
AND EXPENSES
Each Sub-Fund bears all the costs
and expenses which are attributable
to it. Costs and charges which are not
attributable to a specific
Sub-Fund shall be apportioned
equitably among the different
Sub-Fund, pro rata to their respective
net asset values. Costs and expenses
shall be charged firstly and fore
mostly against investment income.
The Sub-Funds shall bear the
following costs:
a) The costs and expenses incurred
in connection with the transformation
of the Company and the initial
offer of shares of any newly created
Sub-Fund; all legal and printing
costs and other similar expenses
borne by the Sub-Fund and which
may be amortised over periods not
exceeding five years.
b) The Company shall pay an annual
all-in fee for each of its Sub-Funds
calculated on the basis of the net
assets of each Sub-fund, payable
monthly and accrued in the accounts
of the Company on each Calculation
day.
The all-in fee, where applicable,
includes the services of the
Investment Managers, the Central
Administration, the Domiciliary
Agent, the Custodian Bank, the
Global Distributor, the Management
Company and any other appointed
service providers.
The all-in fee rate for each Sub-Fund
is mentioned in the relevant
Sub-Fund description.
The annual and semi-annual reports
will also indicate the all-in fee rate
applied for the relevant period.
Moreover, in respect of certain of the
Sub-Fund, the Investment Managers
may receive a Performance Fee
in accordance with the terms
and conditions indicated in the
description of each relevant
Sub-Fund.
c) Luxembourg capital tax presently
levied at 0.05% per annum, except
for Institutional Share Class for which
the tax will be 0.01% per annum, and
payable quarterly, calculated on the
net assets of the Sub-Funds at the
end of the relevant quarter.
d) All other taxes and duties which
may be payable on the assets,
income, expenses and transactions
attributable to the Sub-Funds.
e) Customary brokerage and bank
charges (including safe custody fees)
incurred or deducted by the
21
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
Custodian Bank or affiliated persons
acting in their respective capacity of
broker or banker to the Company.
having been domiciled, resident or
having a permanent establishment in
Luxembourg.
f) Reasonable out-of-pocket
expenses incurred on behalf of the
Company.
The income of the Company is
usually subject to a withholding tax in
the country of origin which cannot be
recovered.
g) The costs of preparing, printing
and publishing all the documents
and information required by the
authorities or in the interests
of shareholders, among others
the prospectuses, KIID, reports
and financial statements, share
certificates and the prices of the
Company’s shares etc.
h) The costs, expenses and fees
of the Auditors and Legal and Tax
Advisers.
i) Reasonable publicity and
marketing expenses incurred for the
Company’s promotion.
Directors who are employed by the
Promoter or affiliated persons shall
not take any fee.
Any other Directors of the Company
shall be entitled to remuneration
for their services at the amount
determined by the Company in the
General Meeting from time to time.
In addition, each Director may be
paid reasonable travelling, hotel
and other incidental expenses for
attending meetings of the Board of
Directors or General Meetings of the
Company.
11. TAXATION
11.1 GENERAL
At the present time, neither the
Company nor the shareholders are
subject, in Luxembourg, to income
tax, withholding tax, capital gains
tax, estate or inheritance tax, except
for certain shareholders being or
22
Tax Considerations for European
Union resident individuals:
The Council of the European Union
adopted on 3rd June 2003 the
Council Directive 2003/48/EC on
the taxation of savings income in the
form of interest payments (defined as
Savings Directive). Under the Savings
Directive, Member States of the
European Union (“Member States”)
will be required to provide the tax
authorities of another Member State
with details of payments of interest or
other similar income paid by a person
within its jurisdiction to an individual
resident in that other Member State.
Austria and Luxembourg have
opted instead for a withholding tax
system for a transitional period in
relation to such payments. Certain
other countries, including the
Swiss Confederation, dependant
or associated territories in the
Caribbean, the Channel Islands, Isle
of Man, the Principality of Monaco
and the Principality of Liechtenstein,
Principality of Andorra and Republic
of San Marino have introduced
measures equivalent to information
reporting or withholding tax.
The law implementing the Savings
Directive into Luxembourg law has
been adopted on 21st June 2005 (the
“Law”) and has been published in the
“Mémorial A, Recueil de Législation”
on 22nd June 2005.
Pursuant to the Law, the applicable
withholding tax rate is at a rate of
35%.
Article 9 of the Law provides that no
withholding tax will be withheld if the
beneficial owner expressly authorizes
the paying agent to report information
in accordance with the provisions of
the Law. For more information on the
option provided for by Article 9 of the
Law, please refer to the Authorisation
for Disclosure of Information in the
Annex.
Dividends distributed by a Sub-Fund
of the Company will be subject to the
Savings Directive if more than 15%
of the relevant Sub-Fund’s assets are
invested in debt claims (as defined
in the Law). Proceeds realised
by shareholders on the disposal
of shares will be subject to such
reporting or withholding if more
than 25% of the relevant Sub-Fund’s
assets are invested in debt claims.
to reject any application for shares
if the information provided by
any prospective investor does not
meet the standards required by
legalisation enacted as a result of the
Savings Directive.
The foregoing is only a summary
of the implications of the Council
Directive 2003/48/EC and the Law, is
based on the current interpretation
thereof and does not purport to be
complete in all repsects. It does not
constitute investment or tax advice
and investors should therefore seek
advice from their financial or tax
adviser on the full implications for
themselves of the Council Directive
2003/48/EC and the Law.
11.2 UNITED KINGDOM TAXATION
It is the intention of the Company
to comply with the reporting
fund regime. Please refer to the
description of the Sub-Funds
to verify to which Sub-Fund it is
applicable. The Company may
decide in future to apply for other
Shares classes/Sub-Funds to join the
reporting fund regime.
The following information and
taxation information are based on
enacted laws and current practice in
the UK. It is not comprehensive and
is subject to change. Prospective
investors should consult their own
professional advisers as to the
implications of buying, holding or
disposing of Shares.
a) The Company
The Directors intend to conduct
the affairs of the Company so that it
does not become resident in the UK
for taxation purposes. Accordingly,
provided the Company does not
exercise a trade within the UK or
carry on a trade in the UK through
a permanent establishment, the
Company will not be subject to UK
income tax other than on certain UK
source income.
It is not expected that the activities
of the Company will be regarded as
trading activities for the purposes of
UK taxation. However, to the extent
that the trading activities are carried
on in the UK they may in principle be
liable to UK tax. The profit from such
trading activities will not, based on
the UK Finance Act 2003, be assessed
to UK tax provided that the Company
and the Investment Managers meet
certain conditions. The Directors and
the Management Company intend
to conduct the respective affairs of
the Company and the Management
Company so that all the conditions are
satisfied, so far as those conditions are
within their respective control. Certain
income received by the Company,
which has a UK source, may be subject
to deduction of tax in the UK.
b) Investors
The Directors consider that it
constitutes an offshore fund per the
definition contained in Section 355
of the taxation (International and
Other Provisions) Act 2010. Under the
Offshore Funds (Tax) Regulations 2009
(the “Regulations”), an investor who
is resident or ordinarily resident in
the UK for taxation purposes and
holds an interest in an offshore fund
will be taxed on any accrued gain at
the time of sale, redemption or other
disposal as income (“offshore income
gains”), unless the fund becomes a
“reporting fund” (or previously a fund
with distributor status) throughout
the period during which the investor
holds an interest. Each Share class
within a Fund is treated as an offshore
fund for the purposes of United
Kingdom taxation.
than cash awaiting investment),
debt securities or certain other
investments.
Investors subject to UK income
tax will pay tax at their full income
tax marginal rate on such “interest
distributions” if the Company
holds more than 60% of its assets
in qualifying investments at any
time during the relevant period.
Otherwise, income distributions
received will be taxed as dividends at
the lower dividend marginal rates.
The Company intends to apply for
reporting fund status for accounting
periods commencing 1st November
of the year. If reporting fund status is
obtained, investors shall be subject
to income tax on distributions
received and reported income
attributable to the investor in excess
of any amounts actually distributed.
Any gain accruing to the investor
upon the sale, redemption or
other disposal of their interest in a
reporting fund will be subsequently
taxed as capital gain, with any
undistributed income that has been
subject to tax being treated as
capital expenditure for the purpose
of computing the amount of the
chargeable gain.
Under the corporate debt tax regime
in the UK any corporate investor
which is within the charge to UK
corporation tax will be taxed on
the increase in value of its holding
on a fair value basis (rather than on
disposal) or will obtain tax relief on
any equivalent decrease in value,
if the investments of the Company
consist of more than 60% (by value)
of “qualifying investments” at any
time during the relevant period. If the
fund does not hold more than 60%
(by value) of “qualifying investments”
at any time during the relevant
period, investors who are subject to
UK corporation tax should generally
expect to be exempt from UK
taxation in respect of dividend from
the Funds provided that the dividend
income does not fall to be treated as
trading income.
The attention of investors is drawn to
Section 39 of Finance act 2009 which
provides that certain distributions
from offshore funds that are
economically similar to payments
of yearly interest will be chargeable
to tax as if they were yearly interest.
A distribution is treated as interest
if the offshore fund, at any time
during the “relevant period”, holds
more than 60% of its assets in the
form of qualifying investments
(the “qualifying investments test”).
Qualifying investments include
money placed at interest (other
Under current law a disposal of
Shares (which includes a redemption)
by an individual investor who is
resident or ordinarily resident in
the United Kingdom for taxation
purposes should be taxed at the
current capital gains tax rate of 18%
or 28% depending on the applicable
marginal rate. The principal factors
that will be determine the extent
to which such capital gains will be
subject to capital gains tax are the
level of annual allowance of tax
free gains in the year in which the
disposal takes place, the extent
23
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
to which the investor realises any
other capital gains in that year and
the extent to which the investor has
incurred capital losses in that or any
earlier tax year.
Investors who are bodies corporate
resident in the United Kingdom for
taxation purposes will be taxed on
any such gains at the applicable
corporation tax rate (currently 28%
for the tax year 2010/2011), but may
benefit from indexation allowance
which, in general terms, increases the
capital gains tax base cost of an asset
in accordance with the rise in the
retail prices index.
Investor who are neither resident
nor ordinarily resident in the
United Kingdom for taxation
purposes should not generally be
subject to United Kingdom taxation
on any gain realised on any sale,
redemption or other disposal of their
Shares unless their holding of shares
is connected with a branch or agency
through which the relevant investor
carries on a trade, profession or
vocation in the United Kingdom.
As noted above, it is the intention of
the Company to enter the reporting
fund regime for certain Shares of
certain Sub-Funds. The reportable
income will be made available to each
Investor by means of post/fax for each
reporting period. The Directors may
decide to seek certification for other
Sub-Funds in future.
For the purposes of UK Taxation a
switch from shares in one Sub-Fund
to shares in another Sub-Fund will
generally be regarded as a disposal.
A switch of Shares in the Company
from one class of Shares to another
class of Shares in a Sub-Fund may
constitute a disposal.
UK resident or ordinarily resident
individual investors holding shares
in a non reporting fund which
subsequently becomes a UK
24
reporting fund can elect to crystallise
gains to that date, that are subject to
income tax, and receive capital gains
treatment going forward. If they do
not make the election, the entire gain
will comprise income on disposal.
The attention of individuals resident
or ordinarily resident in the UK for
tax purposes is drawn to Chapter
II of Part XIII of the Income Taxes
Act 2007, which may render them
liable to income tax in respect of
undistributed income or profits of
the Company. These provisions are
aimed at preventing the avoidance
of income tax by individuals through
a transaction resulting in the transfer
of assets or income to persons
(including companies) resident or
domiciled abroad and may render
them liable to income or corporation
tax in respect of undistributed
income or profits of the Company on
an annual basis.
The attention of persons resident
or ordinarily resident in the UK (and
who, if they are individuals, are
domiciled in the UK) is drawn to the
fact that the provisions of Section 13
of the Taxation of Chargeable
Gains 1992 could be material to
any person who holds 10% or more
of the Shares in the Company if,
at the same time, the Company is
controlled in such manner as to
render it a company that would,
were it to have been resident in the
UK, be a “close company” for UK
taxation purposes. These provisions
could, if applied, result in a person
being treated, for the purposes of
the UK taxation of chargeable gains,
as if part of any gain accruing to the
Company (such as on a disposal of
its investments that constitutes a
chargeable gain for those purposes)
had accrued to that person directly,
that person would be entitled on
the winding up of the Company at
the time when the chargeable gain
accrued to the Company. Section 13
was extended with effect from
6 April 208 to individuals who are
domiciled outside the UK, subject
to the remittance basis in particular
circumstances.
The attention of UK resident
corporate investors is drawn to the
provisions concerning “Controlled
Foreign Companies” in Chapter IV
(Section 747) of the Taxes Act, which
may have the effect, in certain
circumstances, of subjecting a
company resident in the UK to
UK corporation tax on the profits
of a company resident outside
the UK which does not distribute
substantially all of its income. A
charge to tax cannot arise however,
unless the non-resident company is
under the control of persons resident
in the UK and, on apportionment
of the non-resident’s “chargeable
profits”, more than 25% would be
attributed to the UK resident and
persons associated or connected
with them.
Investors who are life insurance
companies within the charge to
United Kingdom corporation taxation
for the purposes of their long-term
business (other than pensions
business) will be deemed to dispose
of and immediately reacquire those
shares at the end of each accounting
period. Such investors should seek
their own professional advice as to
the taxation consequences of the
deemed disposal.
12. REPORTS
AND MEETINGS
12.1. REPORTS
The Company’s financial year ends
on 31 October. The Annual Report
containing the audited financial
accounts of the Company in respect
of the preceding financial year and
with details of each of the Sub-Funds
is published within four months of
the close of the financial year. In
addition, an unaudited semi-annual
report is published within two
months of the end of the relevant
half-year.
Shareholders may obtain a copy of
the reports, upon request, at the
registered office of the Company
as well as at the offices of the
Central Administration and the
Representatives of the Company (see
Chapter 2 Section 10 to Section 15).
12.2. GENERAL MEETINGS
The Annual General Meeting of
shareholders of the Company is
held at the registered office of
the Company in Luxembourg at
11.30 a.m. on the third Tuesday of
April every year or, if such day is
an official holiday in Luxembourg,
on the first following Business
day. Other General Meetings of
shareholders will be held at such
time and place as indicated in the
notices of such meetings.
Notices of General Meetings of
shareholders and other notices are
sent to the registered shareholders
by mail and, published if necessary
in accordance with Luxembourg
law in the “Mémorial C, Recueil
des Sociétés et Associations”
(the “Mémorial”)” and in the
“Luxemburger Wort” in Luxembourg
and in any other newspapers of the
Directors’ choice.
Notices shall specify the place
and time of the meetings, the
conditions for admission, the
agenda, the quorum and the voting
requirements and will be given in
accordance with Luxembourg laws.
The requirements as to attendance,
quorum and majorities at all General
Meetings shall be those laid down
in the Articles of Incorporation of
the Company and in applicable
Luxembourg law.
13. COMPULSORY
REDEMPTION AND
LIQUIDATION
13.1. MINIMUM NET ASSETS
OF THE COMPANY
If at any time the net asset value falls
below two thirds of the minimum
capital prescribed by the 2010
Law, the Directors must submit
the question of dissolution of the
Company to a General Meeting
acting, without minimum quorum
requirements, on a simple majority
decision of the shares represented at
the Meeting.
If at any time the net asset value
of all outstanding shares is less
than one quarter of the minimum
capital at the time being required
by the 2010 Law, the Directors must
submit the question of dissolution of
the Company to a General Meeting
acting without minimum quorum
requirements and a decision to
dissolve the Company may be taken
by the shareholders owning one
quarter of the shares represented at
the Meeting.
13.2. LIQUIDATION OF THE
COMPANY
If the Company shall be voluntarily
liquidated, its liquidation shall
be carried out by one or more
liquidators appointed by the
General Meeting of shareholders.
The liquidation shall be carried out
in accordance with the provisions
of the 2010 Law which specifies
the steps to be taken to enable
shareholders to participate in the
liquidation distributions and in that
connection provides for deposit in
escrow at the Caisse de Consignation
of any such amounts as have not
been claimed by any shareholders
prior to the close of liquidation.
Amounts not claimed from escrow
within the prescribed period shall be
liable to be forfeited in accordance
with the provisions of Luxembourg
law.
13.3. MERGER OR LIQUIDATION
OF SUB-FUNDS
The Board of Directors of the
Company may decide to liquidate
one class of shares if the net assets
of such class of shares decreased
below an amount decided from time
to time by the Board of Directors
or if a change in the economic or
political situation relating to the
relevant class of shares would have
material adverse consequences
on investments of the class, or in
order to proceed with an economic
rationalisation or if the interests
of the shareholders would justify
it. The decision relating to the
liquidation will be published or
notified to the shareholders by the
Company as decided from time
to time by the Board of Directors,
prior to the effective date of the
liquidation and the publication/
notification will indicate the reasons
for, and the procedures pertaining
to the liquidation. Unless the Board
of Directors otherwise decides in
the interests of, or to keep equal
treatment between the shareholders,
the shareholders of the relevant class
of shares may continue to request
redemption or conversion of their
shares on the basis of the applicable
net asset value, taking into
account the estimated liquidation
expenses. Assets which could not be
distributed to their beneficiaries will
be deposited with the “Caisse des
Consignations” in Luxembourg on
behalf of their beneficiaries within
the nine months from the date of the
liquidation decision.
In the event that the Board of
Directors determines that it is
25
LLOYDS TSB
INTERNATIONAL
PORTFOLIO
PROSPECTUS
required by the interests of the
shareholders of the relevant class
of shares or that a change in the
economic or political situation
relating to the class of shares
concerned has occurred which would
justify it, the reorganisation of one
class of shares, by means of a division
into two or more classes, may be
decided by the Board of Directors.
Such decision will be published in
the same manner as described above
and, in addition, the publication will
contain information in relation to the
two or more new classes of shares.
Such publication will be made one
month before the date on which the
reorganisation becomes effective in
order to enable the shareholders to
request redemption of their shares,
free of charge before the operation
involving division into two or more
classes of shares becomes effective.
Where the Board of Directors does
not have the authority to do so
or where the Board of Directors
determines that the decision
should be put for shareholders’
approval, the decision to liquidate
a class of shares may be taken at a
shareholders’ meeting of the class
of shares to be liquidated instead
of being taken by the Board of
Directors. At such class meeting,
no quorum shall be required and
the decision to liquidate must be
approved by shareholders holding
at least a simple majority of the votes
cast.
Any merger of a class shall be
decided by the Board of Directors
unless the Board of Directors
decides to submit the decision for a
merger to a meeting of shareholders
of the class concerned. No quorum
is required for this meeting of
shareholders and decisions are taken
by a simple majority of the votes
cast. In case of a merger of one or
more class(es) where, as a result, the
Company ceases to exist, the merger
26
shall be decided by a meeting of
shareholders resolving in accordance
with the quorum and majority
requirements for changing these
Articles of Incorporation. In addition,
the provisions on mergers of UCITS
set forth in the 2010 Law and any
implementing regulation shall apply.
14. OTHER
INFORMATION
-
-
14.1. TRADING ON THE
LUXEMBOURG STOCK EXCHANGE
Shares of the Company are quoted
on the Luxembourg Stock Exchange
and dealings in the shares are
subject to the payment of customary
charges and brokerage fees.
14.2. DOCUMENTS AVAILABLE FOR
INSPECTION
Copies of the following documents
are available for inspection
during normal business hours on
any banking Business day at the
registered office of the Company and
at the offices of the Representatives
of the Company (see Chapter 2
Section 2.10 to Section 2.15):
- Articles of Incorporation; (a copy
of these will be provided to any
shareholder upon request to the
Central Administration of the
Company).
- Agreement dated 1st November 2012
between the Company and
(Luxembourg) S.A. (the “Fund
Management Agreement”).
- Agreement dated
2nd November 2010, between the
Company and the Custodian Bank
(“Custodian Agreement”).
- Agreement dated
1st November 2012 between
the Company, Scottish Widows
Investment Partnership Ltd.
and CMI Asset Management
-
-
-
(Luxembourg) S.A. (the “Investment
Agreement dated
1st November 2012 between the
Company, Lloyds TSB Bank plc,
Geneva Branch and CMI Asset
(the “Investment Management
Agreement”).
Agreement dated
Company, Lombard Odier Asset
Management (Switzerland) S.A.
and CMI Asset Management
(Luxembourg) S.A. (the “Investment
Agreement dated
1st November 2012 between
the Company, State Street Bank
Luxembourg S.A.and CMI Asset
(the “Central Administration
Agreement”).
Agreement dated
Company, CMI Asset Management
(Luxembourg) S.A. and Lloyds TSB
Bank plc, Geneva Branch (“Global
Distribution Agreement”).
Representation Agreements
in Switzerland (dated
30 th August 1990, modified for the
last time on 2nd November 2010), in
Spain (dated 5th September 1994,
modified for the last time on
1st November 2012), in France
(dated 13th March 1995, on
21st May 2002, modified
for the last time on
1st November 2012), in Gibraltar
(dated 17th September 1996,
modified for the last time on
1st November 2012), in Belgium
(dated 30 th July 1997, modified for
the last time on 1st November 2012)
and in the United Kingdom (dated
13th May 2002 modified for the last
time on 1st November 2012).
These agreements may be
terminated by either party subject to
90 days’ written notice.
14.3. RISK MANAGEMENT
PROCEDURES
The Management Company, on
behalf of the Company will employ
a risk-management process which
enables it to monitor and measure
at any time the risk of the positions
and their contribution to the overall
risk profile of each Sub-Fund. The
Management Company will employ,
if applicable, a process for accurate
and independent assessment of
the value of any OTC derivative
instruments.
times with the rules set forth in the
latest relevant European and/or
Luxembourg applicable laws and/or
regulations. For details in relation to
the methods used by each Sub-Fund
to calculate the global exposure and
the leverage ratio, please refer to the
relevant Description of a Sub-Fund.
This approach measures the global
exposure related solely to positions
on financial derivative instruments
under consideration of netting or
hedging.
The Management Company will
calculate the global exposure
of each Sub-Fund by using either
the Value-at-Risk (VaR) methodology
or the “commitment approach”
depending on the Directors’
assessment of the risk profile of the
relevant Sub-Fund resulting from
its Investment Policy (including but
not limited to its potential use of
financial derivative instruments and
the features thereof) in accordance
with the relevant European and/or
Luxembourg applicable laws and/or
regulations.
In addition, and unless otherwise
provided in the relevant Description
of a Sub-Fund, the Management
Company will calculate the leverage
ratio of each Sub-Fund by using the
commitment approach.
The Value-at-Risk (VaR) is a statistical
model which intends to quantify the
maximum potential loss at a given
confidence level (probability) over a
specific time period under ‘normal’
market conditions. The leverage ratio
measures in particular the usage
of financial derivatives within the
portfolio.
The leverage ratio calculation
and the VaR calculation, the backtesting, as well as exposure limits
on counterparties and issuer
concentration shall comply at all
27
ANNEXES
DESCRIPTION
OF SUB-FUNDS
For the purpose of the application
of the two-thirds rule as indicated
below in the investment policy of
each Sub-Fund, the notion of “assets”
include the assets plus the liabilities
of the Sub-Fund less the liquidities.
Bond Sub-Funds
LLOYDS TSB INTERNATIONAL
PORTFOLIO STERLING BOND FUND
Investment Policy
The portfolio invests at least two-thirds
of its assets in bonds encompassing
all types of borrower, maturity and
mode of payment of interest (coupons,
discount, etc.) denominated in Pound
Sterling. Furthermore, it may invest
up to 25% of its assets in convertible
bonds or bonds cum warrants and up
to 10% of its assets in shares and any
other security without any restriction
as to country or economic sector.
The overall return of the Sub-Fund is
achieved principally through interest
income.
Investments may be made in
currencies other than the Pound
Sterling provided that the exchange
risk is fully covered by the appropriate
financial instruments and that these
investments do not exceed one-third
of the Sub-Fund’s assets. Furthermore,
for efficient portfolio management
and not for leverage purpose, the
Sub-Fund may decide, from time
to time, to use financial derivative
instruments such as interest rate
futures and swaps.
The Sub-Fund will not invest more
than 10% of its nets assets in UCITS
or other UCIs as defined under
Chapter 4 A.1 e) of this Prospectus.
Investment Manager
28
Sub-Fund’s Risk Profile
Minimum residual in the Sub-Fund
The risk in a Single Currency Bond
Fund needs to be distinguished
from that of an individual bond held
to maturity. As Bond Sub-Funds are
actively managed, the individual
bonds in the portfolio will not
necessarily be held until maturity.
Capital gains or losses on bonds
held in the Sub-Fund’s portfolio may
therefore be realised and the share
price of the Sub-Fund will reflect this,
even though this Sub-Fund aims to
achieve the majority of its total return
from interest income. Volatility will
normally be less pronounced than for
equity investments.
holding in the Sub-Fund of less than
USD 10,000 (or its equivalent in
other currencies), the Company may
compulsorily redeem the residual
shares at the current bid price and
pay the proceeds thereof to the
relevant shareholder.
Profile of the Typical Investor
The Sub-Fund is intended for
investors with a below average risk
tolerance who are however able and/
or willing to accept some volatility
and whose investment time horizon
is at least two years.
Global exposure calculation
methodology: Commitment approach
Classes of Shares
Class A (Accumulation) denominated
in GBP
“Class A acc. GBP”
UK Reporting Status: No
Minimum Subscription and
subsequent investment
The minimum initial investment in
any one Class of Shares of the
Sub-Fund is USD 10,000 (or its
equivalent in another currency).
Subsequent subscription of shares
relating to any Class of Shares of
the Sub-Fund is USD 5,000 (or its
Reference Currency: GBP
Subscription/redemption process
Orders must be received by the
Central Administration, by 5.00 p.m.
(Luxembourg time), on each business
day prior to each Calculation day
and will be executed at the price
determined on the basis of the
net asset value calculated on that
Calculation day.
Payment of the Subscription/
redemption orders
Payment from/in favour of the
shareholders (and not from/in favour
of a third-party) in the currency
of the shares subscribed, or in
another currency if requested by
the applicant, should be made by
within three Business days following
Performance of the Sub-Fund
PORTFOLIO US DOLLAR BOND
FUND
LIP Sterling Bond Fund
12.00%
9.84%
10.00%
Investment Policy
8.00%
6.00%
5.36%
4.98%
4.00%
2.00%
0.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
The graph shows the past
performance of the Sub-Fund in GBP.
Such performance does not include
the Subscription Fee.
Past performance is not necessarily
a guide to the future performance.
The value of an investment and the
income from it can go down as well
as up and investors may not get back
the amount invested.
Expenses
Shareholder transaction expenses:
- Subscription Fee of 4.25% of the
net asset value per share, payable
to the Distributor and charged to
investors when buying shares of
the Sub-Fund.
- Redemptions are free.
Annual operating expenses of the
Sub-Fund (Expenses are paid out of
the Sub-Fund’s assets. They are fully
reflected in the net asset value per
share):
- All-in Fee: max. 0.8575% p.a.
including the services of the
Investment Manager, the Central
Agent, the Custodian Bank,
the Global Distributor, the
Management Company and any
other appointed service providers.
- Other Expenses as specified
under Chapters 10 and 11 of this
Prospectus.
The portfolio invests at least
two-thirds of its assets in bonds,
encompassing all types of borrower,
maturity and mode of payment
of interest (coupons, discount,
etc.) denominated in US Dollar.
Furthermore, it may invest up to 25%
of its assets in convertible bonds or
bonds cum warrants and up to 10%
of its assets in shares and any other
security without any restriction as
to country or economic sector. The
overall return of the Sub-Fund is
achieved principally through interest
income.
currencies other than the US Dollar
provided that the exchange risk is
fully covered by the appropriate
financial instruments and that
these investments do not exceed
one-third of the Sub-Fund’s assets.
Furthermore, for efficient portfolio
management and not for leverage
purpose, the Sub-Fund may decide,
from time to time, to use financial
derivative instruments such as
interest rate futures and swaps.
price of the Sub-Fund will reflect
this, even though this Fund aims to
equity investments.
Classes of Shares
in USD
“Class A acc. USD”
Investment Manager
29
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Reference Currency: USD
Expenses
Calculation day.
redemption orders
Shareholders transaction expenses:
the Sub-Fund.
share):
Prospectus.
PORTFOLIO EURO BOND FUND
LIP US Dollar Bond Fund
Investment Policy
7.00%
6.00%
5.98%
5.47%
5.00%
4.00%
3.00%
2.33%
2.00%
1.00%
0.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
performance of the Sub-Fund in
USD. Such performance does not
include the Subscription Fee.
30
two-thirds of its assets in bonds,
maturity and mode of payment of
interest (coupons, discount, etc.)
denominated in Euro. Furthermore,
it may invest up to 25% of its assets
in convertible bonds or bonds cum
warrants and up to 10% of its assets
in shares and any other security
without any restriction as to country
or economic sector. The overall
return of the Sub-Fund is achieved
principally through interest income.
currencies other than the Euro
provided that the exchange risk is
fully covered by the appropriate
financial instruments and that
these investments do not exceed
one-third of the Sub-Fund’s assets.
purpose, the Sub-Fund may decide,
from time to time, to use financial
derivative instruments such as
interest rate futures and swaps.
Investment Manager
Fund needs to be distinguished from
that of an individual bond held to
maturity. As Bond Funds are actively
managed, the individual bonds in
the portfolio will not necessarily be
held until maturity. Capital gains or
losses on bonds held in the
Sub-Fund’s portfolio may therefore
be realised and the share price of
the Sub-Fund will reflect this, even
though this Sub-Fund aims to achieve
the majority of its total return from
interest income. Volatility will normally
be less pronounced than for equity
investments.
Classes of Shares
in EUR
“Class A acc. EUR”
redemption orders
9.06%
8.00%
6.00%
4.18%
4.00%
2.00%
0.00%
-0.09%
-2.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
performance of the Sub-Fund in EUR.
Reference Currency: EUR
Expenses
Calculation day.
PORTFOLIO EURO CORPORATE
BOND FUND
Investment Policy
LIP Euro Bond Fund
10.00%
Prospectus.
the Sub-Fund.
share):
The Sub-Fund invests its assets
predominantly in a diverse
portfolio of high grade corporate
bonds encompassing all types of
interest (coupons, discounts etc.)
denominated in Euro. It may however
invest in sovereign issues from time
to time at the Investment Manager’s
discretion in order to minimise risk,
protect capital and meet the targeted
overall return of this Sub-Fund. This
return will be achieved principally
through interest income.
The portfolio will be highly
diversified by issuer, sector and
maturity.
Investments made in currencies
other than the Euro will not exceed
30% of the net assets and the
exchange risk will be fully covered by
the appropriate financial instruments.
purpose, the Sub-Fund may use
financial derivative instruments such
as bond futures.
than 10% of its net assets in UCITS
Chapter 4 A.1.e) of this Prospectus.
31
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Investment Manager
Performance of the Sub-Fund:
LIP Euro Corporate Bond Fund
10.00%
8.42%
8.00%
6.00%
The risk is a Single Currency Bond
price of the Sub-Fund will reflect this,
even though this Sub-Fund aims to
equity investments.
4.00%
Classes of Shares
in EUR
32
Calculation day.
redemption orders
3.82%*
2.00%
1.16%
0.00%
31 Oct. 2010
31 Oct. 2011
*Launch date: 27 november 2009
31 Oct. 2012
Expenses
the Sub-Fund.
share):
Prospectus.
Standard Equity Sub-Funds
PORTFOLIO UK EQUITY FUND
Investment Policy
two-thirds of its assets in shares and
other securities and participation
rights and up to one-third of its assets
in bonds, convertible bonds and
bonds cum warrants encompassing
all types of borrower, maturity and
mode of payment of interest (coupons,
discount, etc.). All shares and other
securities and bonds in which the
Sub-Fund invests will always be
denominated in Pound Sterling and
will be preferably issued by companies
having their base or a predominant
portion of their economic activities in
the United Kingdom.
Investment Manager
The Sub-Fund exhibits a high level of
volatility. Capital losses are possible
although in the longer term, equities
have historically tended to provide
higher total returns than bond or
money market investments.
the risk/reward concept related to
the equity market exposure. Equity
holdings are diversified among
several sectors of activity. The
relative volatility of such a portfolio
requires an investment time horizon
of about five years.
Calculation day.
Classes of Shares
in GBP
Investments in an Equity Sub-Fund
should be undertaken as a long-term
decision.
The UK Equity Fund is intended for
investors with an above average risk
tolerance and who fully understand
redemption orders
LIP UK Equity Fund
20.00%
15.00%
13.02%
10.00%
4.52%
5.00%
0.00%
-2.19%
-5.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
Expenses
the Sub-Fund.
33
ANNEXES
DESCRIPTION
OF SUB-FUNDS
share):
service providers.
Prospectus.
This Sub-Fund exhibits a high level of
PORTFOLIO NORTH AMERICA
EQUITY FUND
Investment Policy
of its assets in shares and other
securities and participation rights
and up to one-third of its assets in
bonds, convertible bonds and bonds
cum warrants encompassing all types
of borrower, maturity and mode
of payment of interest (coupons,
discount, etc.). All shares and other
issued by companies or private or
public institutions having their base
or a predominant portion of their
economic activities in North America.
Investment Manager
34
decision.
redemption orders
Classes of Shares
in USD
any one Class of Shares of the SubFund is USD 10,000 (or its equivalent
in another currency). Subsequent
subscription of shares relating to
any Class of Shares of the Sub-Fund
is USD 5,000 (or its equivalent in
another currency).
Calculation day.
LIP North America Equity Fund
14.00%
12.82%
12.51%
12.00%
10.00%
8.00%
5.40%
6.00%
4.00%
2.00%
0.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
interest (coupons, discount, etc.) all
over the world. The main aim of this
Sub-Fund is to seek optimum growth
through appropriate investments in
securities with differing yields.
Investment Manager
Expenses
the Sub-Fund.
share):
service providers.
Prospectus.
PORTFOLIO WORLD EQUITY FUND
Investment Policy
rights and up to one-third of
its assets in bonds, convertible
bonds and bonds cum warrants
money market investments. Foreign
currency exposure may reach more
than half of the portfolio, which could
involve periods with a high degree of
fluctuation in the value of the portfolio.
Classes of Shares
in USD
decision.
investors with a high tolerance
to the risks associated with fully
investing in international and
emerging markets equities and with
foreign currency exposure in those
countries. It is therefore important
that the investor accepts that this
could involve periods with a high
degree of fluctuation in the value of
the portfolio. As a consequence, a
commitment to an investment period
in excess of five years is fundamental.
Calculation day.
redemption orders
35
ANNEXES
DESCRIPTION
OF SUB-FUNDS
PORTFOLIO SWISS EQUITY FUND
LIP World Equity Fund
Investment Policy
12.00%
10.47%
10.00%
8.00%
4.99%
6.00%
4.00%
2.00%
0.00%
-2.00%
-1.75%
-4.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
Expenses
the Sub-Fund.
share):
36
Prospectus.
of its assets in shares and other
securities and participation rights
issued by companies having their
registered office or their principal
place of business in Switzerland. Up
to one-third of the Sub-Fund’s assets
may be invested in bonds, convertible
bonds and bonds cum warrants
interest (coupons, discount, etc.)
issued by private or public institutions
having their base or a predominant
portion of their economic activities
in Switzerland. All shares and other
denominated in Swiss Francs.
than 10% of its nets assets in UCITS or
other UCIs as defined under Chapter
4 A.1 e) of this Prospectus including
other Sub-Funds of the Company.
In order to achieve its investment
objective, the Sub-Fund may enter
into financial derivative transactions
as described under Chapter 4 A.2 of
this Prospectus and in particular in
futures on stock market indices, on a
permanent basis.
The Sub-Fund will not be affected
by counterparty’s risk in relation to
this Futures. However, in order to
eliminate the risk of the leverage
effect from such financial derivative
instruments, the Sub-Fund will
maintain during the duration of the
Futures an amount of liquidities
equivalent to the underlying
exposure generated by these
Futures. This will ensure that the
volatility of this Sub-Fund will not be
affected by the use of such financial
derivative instruments.
Investment Manager
Lombard Odier Asset Management
(Switzerland) S.A.
decision.
Classes of Shares
in CHF
“Class A acc. CHF”
Class A (Distribution) denominated
in CHF
“Class A dis. CHF”
UK Reporting Status: Yes
Prospectus.
LIP Swiss Equity Fund (A acc. CHF)
15.00%
9.98%
10.00%
6.58%
PORTFOLIO EURO EQUITY FUND
5.00%
0.00%
-5.00%
Investment Policy
-10.00%
-12.66%
-15.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
Please note that the Investment
Manager has changed since
16th December 2011.
performance of the Sub-Fund in CHF.
Reference Currency: CHF
Expenses
Calculation day.
the Sub-Fund.
redemption orders
share):
bonds cum warrants encompassing all
types of borrower, maturity and mode
of payment of interest (coupons,
discount, etc.). These shares and other
securities and participation rights and
bonds in which the Sub-Fund invests
will always be denominated in Euro
and issued directly or indirectly in a
State participating to the Euro.
Up to 10% of the remaining assets
may be invested in transferable
securities issued by companies
of the other European countries,
of member states of European
supranational organisation or of
non-European countries of the
Mediterranean Basin.
When investments are made in other
currencies than the Euro, the Company
will normally employ hedging
techniques to remove or significantly
reduce the potential impact of any
changes in relative exchange rates.
It may not however, be possible to
eliminate totally the exposure to
currencies other than the Euro.
37
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Investment Manager
decision.
The Sub-Fund is intended for investors
with an above average risk tolerance
and who fully understand the risk/
reward concept related to the equity
market exposure. Equity holdings are
diversified among several sectors of
activity. The relative volatility of such a
portfolio requires an investment time
horizon of about five years.
Classes of Shares
in EUR
Expenses
Calculation day.
redemption orders
the Sub-Fund.
share):
Prospectus.
Special Equity Sub-Funds
LIP Euro Equity Fund
20.00%
16.58%
PORTFOLIO LATIN AMERICA
EQUITY FUND
15.00%
38
10.70%
10.00%
Investment Policy
5.00%
0.00%
-5.00%
-10.00%
-10.34%
-15.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
bonds cum warrants encompassing
all types of borrower, maturity
and mode of payment of interest
(coupons, discount, etc.). All shares
and other securities and participation
rights and bonds in which the
issued by companies or private or
public institutions having their base
or a predominant portion of their
economic activities in Latin America.
Latin America countries include
all countries of Central and
South America and the Spanish
speaking islands of the Caribbean.
It is presently contemplated to
emphasise investments in Mexico,
Brazil, Argentina, Chile, Colombia,
Peru, and Venezuela. However, the
Company may decide time to time to
expand its investments in other Latin
America countries.
Investment Manager
Risk Factors and Other
Considerations
Latin America countries are still in
the early stages of development and
their stock markets can be volatile
in the short term, even though they
have a promising longer term future
in the context of greater co-operation
among the countries of the American
Continent. Shareholders in Latin
America Equity Fund must be aware
that investing in these emerging
markets involves special risks that
are not typically associated with the
risks of investing in the markets of
the industrialised countries (such as
the members countries of the OECD).
These investment risks can be related
to the following aspects: high price
volatility, limited liquidity, possibility
of governmental restrictions on
foreign investments and foreign
exchange control, inflation, interest
rates and relatively high levels of
external debt and the possibility of
political and social uncertainty.
Investors attention is drawn to the
fact that operating conditions (e.g.
trade, valuation or settlement rules)
and regulatory supervision of these
emerging markets can deviate
from the standards which prevail
in industrialised countries. This
may delay the Sub-Fund’s net asset
value calculation (see Chapter 8
paragraph B of this Prospectus).
The Sub-Fund invests in emerging
markets and in several Latin American
currencies, which involves special
risks related namely to a high
price volatility, a limited liquidity,
the possibility of governmental
restrictions on national finances,
economy and foreign relationships as
well as political and social uncertainty.
Investment in an Equity Sub-Fund
decision.
investors with a high tolerance to the
risks associated with fully investing in
international and emerging markets
equities and with foreign currency
exposure in those countries. It
is therefore important that the
investor accepts that this could
involve periods with a high degree
of fluctuation in the value of the
portfolio.
Classes of Shares
in USD
Calculation day.
As a consequence, a commitment
to an investment period in excess of
seven years is fundamental.
39
ANNEXES
DESCRIPTION
OF SUB-FUNDS
redemption orders
share):
Prospectus.
PORTFOLIO EASTERN EUROPE
AND FRONTIER EQUITY FUND
LIP Latin America Equity Fund
25.00%
20.00%
Investment policy
15.00%
10.00%
5.00%
0.00%
-12.66%
23.06%
-5.00%
-4.86%
-10.00%
-15.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
Expenses
the Sub-Fund.
40
The Sub-Fund is a diversified
investment Fund that seeks to
produce superior investment returns
mainly from companies established
in Eastern Europe, the Near East
and Central Asian Countries and
companies which have a significant
portion of their activities in such
countries.
The Sub-Fund may invest in
companies established or having
their activities in other regions
and countries, but would aim for
such investments not to exceed in
aggregate 10% of the net assets of
the Fund.
The portfolio will predominately
comprise at least two-thirds of its
assets in shares and other securities
and participation rights, but from
time to time may also include up
to one-third of its assets in bonds,
convertible bonds, bonds cum
warrants encompassing all types of
borrower (corporate, supra-national
and government issuers).
Under the investment restrictions,
the Sub-Fund may not invest more
than 10% of its net assets in securities
which are not listed on the stock
exchange or dealt in on another
regulated market.
The Sub-Fund aims to achieve
maximum capital growth with due
attention given to the principle of risk
diversification.
Investment Manager
Risk Factors and
Other Considerations
The main aim of this Sub-Fund is to
deliver an optimum average return
by taking advantage of the dramatic
changes occurring in Europe arising
from the democratisation of Eastern
countries, market globalisation, and
market deregulation.
Notwithstanding the diversification
of the Lloyds TSB International
Portfolio - Eastern Europe & Frontier
Equity Fund, investors should be
aware that the portion of the SubFund’s assets invested in Emerging
European, Near East and Central
Asian countries involves special risks
caused by high price volatility, limited
liquidity, currencies fluctuations
and the possibility of governmental
restrictions, adverse macroeconomical developments, and
political as well as social uncertainties.
Investors’ attention is drawn to the
fact that operating conditions and
regulatory supervision of these
emerging markets can deviate
from the standards which prevail in
industrialised countries. This may
delay the Sub-Fund’s Net Asset
Value calculation (see Chapter 9,
paragraph B of this Prospectus).
Shareholders should be aware that
certain markets in Eastern Europe, the
Near East and Central Asian Countries
present specific risks in relation to
the settlement and safekeeping of
securities, as such securities are
not on physical deposit with the
Custodian Bank or its local agents.
The Custodian Bank’s liability only
extends to its own negligence and
wilful default and to negligence and
wilful misconduct of its local agents
in Eastern Europe, the Near East
and Central Asian Countries, and
does not extend to losses due to the
liquidation, bankruptcy, negligence
or wilful default of any registrar. In the
event of such losses the Sub-Fund
will have to pursue its rights directly
against the issuer and/or its appointed
registrar. This risk relates specifically
to Russia but may exist, in a similar
manner, in other Eastern Europe,
the Near East and Central Asian
Countries.
It is recommended that investors
consult an investment advisor
concerning the risks and rewards of
investing in such equities.
The Sub-Fund invests in markets
which exhibit particularly high levels
of volatility and currency exposure.
Investing in emerging markets
may involve special risks related
namely to a high price volatility, a
limited liquidity, the possibility of
governmental restrictions on national
finances, economy and foreign
relationships as well as political and
social uncertainty.
Investment in an Equity Sub-Fund
decision.
investors with a high tolerance to the
risks associated with fully investing in
international and emerging markets
equities and with foreign currency
exposure in those countries. It is
therefore important that the investor
accepts that this could involve periods
with a high degree of fluctuation in
the value of the portfolio.
As a consequence, a commitment
to an investment period in excess of
seven years is fundamental.
methodology: Commitment
approach
Classes of Shares
in EUR
Calculation day.
redemption orders
LIP Eastern Europe & Frontier Equity Fund
20.00%
18.00%
15.00%
10.00%
6.63%
5.00%
-13.19%
0.00%
-5.00%
-10.00%
-15.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
41
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Expenses
the Sub-Fund.
share):
Prospectus.
Funds of Funds
PORTFOLIO GLOBAL ALTERNATIVE
FUND
The Sub-Fund may from time to time
hedge part of the market risk of the
underlying UCI or UCITS as defined
under Chapter 4.A.2 b) and c) of this
Prospectus.
Investment Manager
Lloyds TSB Bank plc
Geneva Branch
Risk Factors and Other
Considerations
Notwithstanding the diversification of
the Sub-Fund’s investments, investors
should be aware that Target Funds
investing in alternative investments
Funds can from time to time be
highly volatile, especially in market
circumstances where the liquidity is
particularly poor. Investing in Target
Funds may offer the Sub-Fund a high
return but may also increase the
investment risk. Target Funds may
have a high degree of flexibility with
regard to the strategies, investment
instruments, and techniques they
use. The Investment Manager of the
Sub-Fund will apply a diversification
strategy and undertake a careful
manager selection in order to
decrease the risks described above in
normal market conditions.
Investment Policy
The Sub-Fund invests substantially
all of its assets in UCITS or other UCIs
as defined under Chapter 4 A.1 e)
of this Prospectus (“Target Funds”).
In an aim to achieve a diversified
portfolio of alternative investments,
the Sub-Fund will invest in at least
10 Target Funds pursuing varying
strategies comprising, amongst
others, Equity long short, Equity
market neutral, Fixed income, global
macro, CTA (trend followers), etc. No
single strategy will represent more
than 50% of NAV. The Sub-Fund may
also invest in bonds, money market
securities and other liquid assets to
manage its cash position.
42
- changes in the legal environment
- changes in investor confidence
in certain investment classes (e.g.
equities), markets, countries,
industries and sectors.
By diversifying investments, the
Investment Manager seeks to
partially reduce the negative impact
of these risks on the value of the SubFund. However, capital losses can not
be excluded.
Investment in the Sub-Fund should
be undertaken as a long-term
decision.
This Sub-Fund is suitable for
investors with a medium to longterm investment horizon and higher
risk tolerance who are interested in
investing in a diversified portfolio. It is
therefore important that the investor
accepts that this could involve periods
with a high degree of fluctuation
in the value of the portfolio. As a
consequence, a commitment to an
investment period of at least three to
five years is fundamental.
methodology: Commitment
approach
The Sub-Fund invests in investments
that may be subject to substantial
fluctuations and no guarantee can be
given that the value of a share in the
SICAV will not fall below its value at
the time of acquisition.
Factors that can trigger such
fluctuations or influence their scale
include but are not limited to:
- company-specific changes
- changes in interest rates
- changes in exchange rates
- changes affecting economic
factors such as employment, public
expenditure and indebtedness,
inflation
Classes of Shares
in USD, GBP, EUR
Class A (Distribution) denominated in
USD, GBP, EUR
“Class A dis. USD”
“Class A dis. GBP”
“Class A dis. EUR”
Class Q (Distribution) denominated
in GBP
“Class Q dis. GBP”
If the Friday is not a Business
day in Luxembourg, orders must
be received the Business day
preceeding such Friday.
The minimum initial investment in any
one Class of Shares of the Sub-Fund
is GBP 1,000,000 (or its equivalent
in another currency). Subsequent
subscription of shares relating to
any Class of Shares of the Sub-Fund
is GBP 5,000 (or its equivalent in
another currency).
Timeline example
Week 3 – Monday:
Being the Calculation Day
GBP 1,000,000 (or its equivalent in
Frequency of the net asset value
calculation
The Net Asset Value per Share
of each Class of the Sub-Fund is
calculated on each Monday (the
“Calculation Day”) or if this day is not
a Business day on the next following
day that is a Business day.
Week 1 – Friday:
Being the deadline for the receipt
of subscription, redemption or
conversion orders
Week 2 – Friday:
Being the Valuation Day
Week 3 – Wednesday:
Being the Settlement Day (the day on
which the payment for subscription
and proceeds from redemption will
have or will be paid).
Payment of the subscription/
redemption orders
shareholders (and not from/in
favour of a third-party) in the
currency of the shares subscribed,
or in another currency if requested
by the applicant, should be made by
within two Business days following
LIP Global Alternative Fund (A acc. USD)
0.00%
Orders must be received, by the
(Luxembourg time), on each Friday
day and will be executed on the
second following Monday as
described below in the timeline
example (“the Calculation Day”) at
the price determined on the basis of
Calculation day.
-1.00%
-0.60%
-2.00%
-3.00%
-4.00%
-5.00%
-6.00%
-7.00%
-8.00%
-7.79%
-9.00%
31 Oct. 2010
*launch date: 6th May 2011
31 Oct. 2011
31 Oct. 2012
Expenses
- Subscription Fee of max 1.00% of
the net asset value per share for
Class of shares A only, payable
the Sub-Fund.
share):
Prospectus.
As specified in Chapter 4. A. 1. of
this prospectus, investments in
UCITS and other UCIs do usually
entail a duplication of entrance fees,
management fees, administration fees,
custodian charges and taxes. However,
such duplication is expected to be
partly reduced by obtaining waiver of,
or reallowances on, sales commission
by the UCITS and other UCIs in which
investments will be made or by
investing in UCITS and other UCIs or
share classes of UCITS or other UCIs
exempt from sales commission.
43
ANNEXES
DESCRIPTION
OF SUB-FUNDS
PORTFOLIO ASIA MULTI ASSET
DYNAMIC STRATEGY FUND
Investment Policy
The Sub-Fund invests at least
two-thirds of its assets in UCITS
Chapter 4 A.1 e) of this Prospectus
(“Target Funds”).The portfolio will
be invested principally in Equity
funds which themselves invest at
least two-thirds of their assets in
shares of companies or private or
public institutions having their seat
or exercising a preponderant portion
of their economic activity in Asian
Countries (except for Japan).
Up to one-third of the remaining assets
may be invested in other instruments,
such as transferable securities
and money market instruments as
described under Chapter 4. A. 1. of this
prospectus (this includes derivative
instruments for efficient portfolio
management up to a maximum of 20%
of the Sub-Fund net asset value) in
Bond funds and structured products,
or in other countries such as Australia,
New Zealand and Japan. The latter
investments may be increased or
decreased to reflect market conditions
and ensure shareholders’ best
interests.
than 10% of its net asset in funds with
a liquidity different to the Sub-Fund
(weekly or monthly liquidity).
The investments will be mainly
invested in the reference currency
of the Sub-Fund although a large
proportion of them (more than fifty
percent of the net asset value) may
be denominated in other currencies.
Investment Manager
Lloyds TSB Bank plc
Geneva Branch
44
money market investments. The
investments will be mainly invested
in the reference currency of the Fund
although a large portion of them
(more than fifty percent of the net
asset value) may be denominated in
other currencies.
for the risks associated with fully
investing in international and
emerging markets equities and with
foreign currency exposure in those
countries. It is therefore important
Classes of Shares
in USD
in USD
“Class A dis. USD”
The minimum initial investment in any
one Class of Shares of the Sub-Fund is
USD 5,000 (or its equivalent in another
currency). Subsequent subscription of
shares relating to any Class of Shares
of the Sub-Fund is USD 1,000 (or its
holding in the Sub-Fund of less
than USD 5,000 (or its equivalent in
(Luxembourg time), two business
days prior to each Calculation day
Calculation day.
redemption orders
LIP Asia Multi Asset Dynamic Strategy Fund (A acc. USD)
25.00%
Prospectus.
20.30%
20.00%
15.00%
10.00%
5.00%
0.00%
-0.23%
-5.00%
-10.00%
-11.84%
-15.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
Please note that the Investment Policy
has changed since 2nd September
2011 to become a Fund of Funds.
Expenses
the Sub-Fund.
Sub-Fund (Expenses are paid out
of the Fund’s assets. They are fully
share):
- Management Fee (including
Distribution Fee): max 1.35% p.a.
In aggregate, the maximum all-in
fee charged to the Sub-Fund for the
Asset Management, the Distribution,
the Custodian and Administration
Fee (including Transfer Agent
and Registrar), the Management
service providers. is max 2.045% p.a.
UCITS and other UCIs do usually
entail a duplication of entrance fees,
management fees, administration
fees, custodian charges and taxes.
However, such duplication is
expected to be partly reduced by
obtaining waiver of, or reallowances
on, sales commission by the UCITS
and other UCIs in which investments
will be made or by investing in UCITS
and other UCIs or share classes of
UCITS or other UCIs exempt from
sales commission.
PORTFOLIO GLOBAL MULTI ASSET
CONSERVATIVE STRATEGY FUND
Investment Policy
two-thirds of its assets in UCITS
Chapter 4 A.1 e) of this prospectus
(“Target Funds”), this includes a
maximum of 20% in Target Funds
that pursue alternative investment
strategies.
The Sub-fund invests principally in
Bond Funds and secondarily in Cash
Funds and Equity Funds while a
smaller amount of the assets will be
invested in Alternative investment
Funds and Real Estate Funds. The
Real Estate Funds that are referred
to in this paragraph are not included
in the maximum limit of 20% as
mentioned in the first paragraph and
relates to Target Funds that currently
hold participations in Real Estate
companies. Real estate investment
may also be undertaken through
open-ended ETFs (Exchange traded
Funds) which are qualified as UCITS
Chapter 4 A.1 e) of this prospectus.
The Sub-Fund may also invest in units
to be issued or issued by one or more
Sub-Funds of the Company provided
that the conditions as mentioned
under Chapter 4.A.1 e) of this
prospectus are respected.
Up to one-third of the remaining
assets may be invested in
market instruments as described
under Chapter 4. A. 1. of this
prospectus, this including derivative
futures and swaps for efficient
portfolio management up to a
maximum of 20% of the Sub-Fund
net asset value.
The exact reference asset allocation
(benchmark) is disclosed in the annual
and semi-annual financial reports.
The Sub-fund will be principally
invested in the Sterling currency
while a small portion of the assets
may be invested in currencies other
than the reference currency.
The Sterling currency has to be
considered as the reference currency.
Investment Manager
Lloyds TSB Bank plc
Geneva Branch
Sub-Fund’s risk profile
The largest portion of the portfolio
is held in short-term investments and
a smaller portion in equities. Some
foreign currency exposure may be
taken.
investors with a less than average risk
45
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Classes of Shares
in GBP
in GBP
in GBP
(or its equivalent in another currency),
the Company may compulsorily
redeem the residual shares at the
current bid price and pay the proceeds
thereof to the relevant shareholder.
Expenses
(Luxembourg time), two Business
Calculation day.
redemption orders
Sub-Fund is:
Class A acc.: GBP 5’000
Class A dis.: GBP 5’000
Class Q dis.: GBP 5’000’000
(or its equivalent in another
currency).
relating to any Class of Shares of the
Sub-Fund is:
Class Q dis.: GBP 10’000
currency).
LIP Global Multi Asset Conservative Strategy Fund (A acc. GBP)
3.50%
2.81%
3.00%
2.50%
2.00%
1.50%
1.00%
0.73%*
0.50%
0.00%
holding in any Class of Shares the
Sub-Fund of less than:
46
31 Oct. 2010
31 Oct. 2011
*launch date: 2nd September 2011
31 Oct. 2012
the Sub-Fund.
- Annual Management charges
(“AMC”) of the Sub-Fund (Expenses
are paid out of the Sub-Fund’s
assets. They are fully reflected in
the net asset value per share):
Class A acc.: max 1.445% p.a.
Class A dis.: max 1.445% p.a.
Class Q dis.: max 0.445% p.a.
The AMC includes the services
of the Investment Manager,
the Central Administration, the
Domiciliary Agent, the Custodian
Bank, the Distributor (Class A
only), the Management Company
and any other appointed services
providers.
Prospectus.
UCITS and other UCIs do entail
a duplication of entrance fees,
sales commission.
MODERATE STRATEGY FUND
Investment Policy
two-thirds of its assets in UCITS or
other UCIs as defined under
strategies.
The Sub-Fund invests principally
in Equity Funds. Secondarily, the
Sub-Fund will invest in Bond Funds
while a smaller amount of the assets
will be invested in Cash Funds,
Alternative Investment Funds and
Real Estate, although the proportion
in these various asset classes may
be increased or decreased to reflect
market conditions and ensure
shareholders’ best interests. The
Real Estate Funds that are referred
to in this paragraph are not included
relate to Target Funds that currently
net asset value.
Classes of Shares
(benchmark) is disclosed in the
annual and semi-annual financial
reports.
in GBP
The Sub-Fund will be mainly invested
in the Sterling currency although part
of the assets will be invested in other
currencies.
The Sterling currency has therefore
to be considered as the reference
currency and will not be necessarily
the currency of the assets
investments.
Investment Manager
Lloyds TSB Bank plc
Geneva Branch
Equities can represent up to twothirds of the portfolio. The asset
allocation is globally diversified
but foreign currency exposure is
moderate.
The Sub-Fund may also invest in
units to be issued or issued by one
or more Sub-Funds of the Company
provided that the conditions as
mentioned under Chapter 4.A.1 e) of
this prospectus are respected.
investors with an average level risk
tolerance who wish to have some
exposure to international capital
markets. It should be accepted
that the value of the portfolio will
fluctuate and the investor should
therefore be willing to commit to an
investment time horizon of at least
three years.
in GBP
in GBP
Sub-Fund is:
currency).
Sub-Fund is:
currency).
currency), the Company may
47
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Expenses
(Luxembourg time), two business
Calculation day.
redemption orders
LIP Global Multi Asset Moderate Strategy Fund ( A acc. GBP)
4.00%
3.00%
2.50%
1.63%*
1.50%
1.00%
0.50%
0.00%
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
48
providers.
Prospectus.
3.80%
3.50%
2.00%
the Sub-Fund.
sales commission.
DYNAMIC STRATEGY FUND
Investment Policy
two-thirds of its assets in UCITS or
other UCIs as defined under
strategies.
The Sub-Fund invests mostly in
Equity Funds. A small amount of
assets will be invested in Bond
Funds, Alternative Investment
Funds, Real Estate Funds and Cash
Funds, although the proportion in
these various asset classes may be
increased or decreased to reflect
market conditions and ensure
shareholders’ best interest. The Real
Estate Funds that are referred to
in this paragraph are not included
relates to Target Funds that currently
The Sub-Fund may also invest in
units to be issued or issued by one
or more Sub-Funds of the Company
provided that the conditions as
mentioned under Chapter 4.A.1 e) of
this prospectus are respected.
net asset value.
(benchmark) is disclosed in the
annual and semi-annual financial
reports.
The investments will be mainly
invested in the Sterling currency
although a large proportion of them
(more than fifty percent of the net
asset value) will be denominated in
other currencies.
The Sterling currency has therefore
to be considered as the currency
of the reference and will not be
necessarily the currency of the assets
investments.
Investment Manager
Lloyds TSB Bank plc
Geneva Branch
International equities represent the
main portion of the portfolio. Foreign
currency exposure may apply to
more than half of the portfolio
for the risks associated with fully
investing in international equities.
Foreign currency exposure may
apply to more than half of the
portfolio. It is therefore important
Classes of Shares
in GBP
Class A (Distribution) denominated in
GBP, USD
in GBP
Sub-Fund is:
currency).
Sub-Fund is:
currency).
(Luxembourg time), two business days
prior to each Calculation day and will
be executed at the price determined
calculated on that Calculation day.
redemption orders
LIP Global Multi Asset Dynamic Strategy Fund (A acc. GBP)
6.00%
4.95%
5.00%
4.00%
3.00%
2.56%*
2.00%
1.00%
0.00%
currency), the Company may
31 Oct. 2010
31 Oct. 2011
31 Oct. 2012
49
ANNEXES
DESCRIPTION
OF SUB-FUNDS
Expenses
the Sub-Fund.
providers.
Prospectus.
sales commission.
50
HOW TO
COMPLETE THE
SUBSCRIPTION
FORM
IMPORTANT: Please ensure that all
sections of your Subscription Form
are fully completed. The Company or
the Central Administration reserves
the right to reject any application
at its sole discretion, should any
sections of the Subscription Form be
left blank.
1. Insert the full name of individual
or corporate applicant together with
the full name of any other applicant
if any.
Individuals: All applicants must
sign the Subscription Form. Where
there is more than one applicant
(“co-shareholders”), the Company
or the Central Administration will
only accept instructions given by all
co-shareholders mentioned in the
Subscription Form unless the “Joint
Shareholding Mandate” has been
signed by all the co-shareholders.
The Joint Shareholding Mandate
allows any one co-shareholder
to give instructions relating to
the shareholding under his sole
signature and on behalf and in the
name of all the co-shareholders
designated in the Subscription
Form. Please note that unless a Joint
Shareholding Mandate has been
signed, any request for changes
in the Register of Shareholders
relating to the details stated in the
Subscription Form must be signed by
all the co-shareholders.
Corporations: The corporate name
and address should be inserted in
the field “Principal Applicant” and
the space for other applicants left
blank. On the second page, the
corporation’s authorised signatories
should sign. The Joint Shareholding
Mandate is not applicable to
corporations.
2. The Principal Applicant is the only
person who will receive any mail from
the Company or from the Central
Administration.
3. Lloyds Banking Group plc and
the Central Administration carry on
business using the highest levels
of integrity. Namely, it is the policy
of the Company to comply at all
times with laws and regulations and
with internal control procedures
regarding the prevention of
Money Laundering and financing
of terrorism. In this context, we
are required to obtain evidence
of identities and addresses of our
shareholders and co-shareholders
and to inquire as to their source of
wealth in order to ensure that these
Sub-Funds are not derived from
illegal activities.
certified as true copies by a public
notary, an embassy, a consulate or
High Commission of the country of
issue of the document.
In order to achieve this, we ask
you to make sure that the required
information in all boxes of the
Subscription Form be fully
completed and replied to and
that the required attachments
be forwarded to the Central
Administration together with your
Subscription Form.
4. Insert both the currency and the
amount or the number of shares
which you wish to purchase in the
appropriate column alongside the
class(es) of shares (the Sub-Funds)
you wish to invest in.
Identity and address
Please fill in the appropriate box and
attach an original or a true certified
copy of a recent (less than 3 months)
bill from your telephone (not mobile)
or electricity company or a bank
or building Society statement or a
statement (certificate of residence)
from your city hall.
Each applicant is also required to
attach a certified copy of his/her:
- passport including the page
bearing the applicant’s
photograph, date of birth and the
page bearing the signature; or
- identity card (Continental
European residents); or
- a current full UK driving licence
(UK residents only).
All copies of identity documents
must be legible and valid at the time
of the subscription. They must be
Upon expiry of existing documents,
shareholders must provide the
Central Administration with certified
copies of replacement documents.
Source of Wealth
Please complete one or more of the
“Source of Wealth” sections. Please
note that the Central Administration
may require documentary evidence
of the source of wealth.
5. Monies in respect of subscriptions
must be paid by telegraphic transfer
(tested SWIFT). Please arrange for
your bank to pay the exact amount to
be invested, net of all charges, to the
relevant correspondent bank in the
currency of the payment (see details
below) with an authenticated advice
to State Street Bank Luxembourg S.A.,
SWIFT address SBOS LU LX.
If monies are being paid in a currency
other than the currency of the
Sub-Fund(s), the Central
Administration will arrange the
necessary currency exchange. In
order to avoid unnecessary delay in
applying monies for the subscription
of shares, please ensure that your
name as well as “LIP” reference are
quoted on all payments.
Please tick the appropriate box if
you are not sure that money will be
paid under good value in order to
avoid any indemnity or charges as
stated in the Prospectus, Chapter 6,
Section 6.3.
51
HOW TO
COMPLETE THE
SUBSCRIPTION
FORM
6. Insert the full name and address
of your bank, together with your
account number and with the exact
name in which your account is held.
Unless otherwise instructed in
writing, this is the bank to which the
Central Administration will repay the
proceeds of any redemptions or any
amounts due to you in accordance
with your present shareholding by
the Company. Co-shareholders
should be aware that any other
instructions, including any change of
registration details or a repayment to
a bank other than that nominated in
this sections, will require the original
signatures of all the shareholders.
7. This sections should be filled in
if you forward your Subscription
Form through your Bank or Financial
Intermediary.
Insert the full name and address
of your Intermediary and tick the
appropriate box if you do not want
the Company to transmit information
to him.
The completed Subscription Form
together with a certified copy of
the identification cards of each
shareholder should be posted to
State Street Bank Luxembourg S.A.,
49, Avenue J-F Kennedy,
L-1855 Luxembourg.
Should you require any further
details or help in completing your
Subscription Form, please contact
the Central Administration at the
above address, or by telephone in
Luxembourg +352 46 40 10 600.
Correspondent banks
Payments by telegraphic
transfer should be made to the
correspondent banks as detailed
below in their respective currency.
In order to avoid unnecessary
delay in applying Sub-Fund for
the subscription of shares, please
52
ensure that your name as well as
“LIP” reference are quoted on all
payments. Your bank should send
an authenticated advice regarding
any such transfer to Lloyds State
Street Bank Luxembourg S.A., SWIFT
address SBOS LU LX.
Euros
Bank of America N.A.
A/C: SSB Lux re Lloyds Funds
A/C number: 601917820406
SWIFT: BOFADEFX
Swiss Francs
A/C number: 600863862421
SWIFT : BOFAGB22
United States Dollars
A/C number: 6550067807
SWIFT: BOFAUS3N
Sterling Pounds
A/C number: 600863862413
SWIFT: BOFAGB22
Japanese Yen
A/C number: 606419789142
SWIFT: BOFAJPJX
SUBSCRIPTION FORM TO
THE PROSPECTUS DATED
JANUARY 2013
Lloyds TSB International Portfolio
49, Avenue J-F Kennedy, L-1855 Luxembourg (referred to hereafter as the “Company”)
(Please carefully read the notes on the opposite page on how to complete this Form)
I/We undersigned (1)
.................................................................................................................................................................................................................................................
Principal Applicant (2)
Mr/Mrs/Miss/Title Surname ..............................................................................................................................................................................................
Forename(s) .........................................................................................................................................................................................................................
or Corporate Name ............................................................................................................................................................................................................
Address .................................................................................................................................................................................................................................
.................................................................................................................................................................................................................................................
I herewith attach an original or a certified copy of my latest (3):
Telephone Bill
Electricity Bill
Bank or Building Society Statement
City Hall Statement
(not mobile)
Date of Birth ....................................................
Place of Birth ...................................................
Nationality .......................................................
Occupation ...............................................................................................
Ntax Identification No (TIN) ...................................................................
Telephone No ...........................................................................................
Fax No ........................................................................................................
(mobile phone number not acceptable)
Second Applicant
Forename(s) .........................................................................................................................................................................................................................
Address .................................................................................................................................................................................................................................
.................................................................................................................................................................................................................................................
Telephone Bill
Electricity Bill
City Hall Statement
(not mobile)
Date of Birth ....................................................
Place of Birth ...................................................
Nationality .......................................................
Occupation ...............................................................................................
Telephone No ...........................................................................................
Fax No ........................................................................................................
Third Applicant
Forename(s) .........................................................................................................................................................................................................................
Address .................................................................................................................................................................................................................................
.................................................................................................................................................................................................................................................
Telephone Bill
Electricity Bill
City Hall Statement
(not mobile)
Date of Birth ....................................................
Place of Birth ...................................................
Nationality .......................................................
Occupation ...............................................................................................
Telephone No ...........................................................................................
Fax No ........................................................................................................
Fourth Applicant
Forename(s) .........................................................................................................................................................................................................................
Address .................................................................................................................................................................................................................................
.................................................................................................................................................................................................................................................
Telephone Bill
Electricity Bill
City Hall Statement
(not mobile)
Date of Birth ....................................................
Place of Birth ...................................................
Nationality .......................................................
Occupation ...............................................................................................
Telephone No ...........................................................................................
Fax No ........................................................................................................
Source of Wealth (3)
I/We confirm that my/our principal source of wealth is:
Inheritance
Realisation of other investments
..................................................................................................................
..................................................................................................................
..................................................................................................................
..................................................................................................................
Sale of Property
Savings
..................................................................................................................
..................................................................................................................
..................................................................................................................
..................................................................................................................
Other, please specify ............................................................................................................................................................................................................
being already shareholder(s) of the Company under No ........................................................................................................................................
hereby subscribe for shares of Lloyds TSB International Portfolio on my/our own behalf or as Shareholder Nominee in accordance with the
provisions stated in the Prospectus, as indicated below (4):
I/We confirm having satisfied myself/ourselves as to the content of the Prospectus, especially the sections “Important” on page 2, the
Chapter 5 “Risk Factors”, the Chapter 11 “Taxation” and in the Annexes describing each Sub-Fund. I/We understand that shares in Lloyds
TSB International Portfolio are not obligations of, nor guaranteed by, Lloyds Banking Group plc or any of its subsidiaries.
I/we confirm having subscribed in the Sub-Fund based on last available version of the Key Investor Information Document (“KIID”).
Bond Sub-Funds
Name
Amount to be
invested and
currency
Number of shares
Name
Sterling Bond Fund
A acc. GBP
Euro Bond Fund
A acc. EUR
US Dollar Bond Fund
A acc. USD
Euro Corporate
Bond Fund
A acc. EUR
Amount to be
invested and
currency
Number of shares
Amount to be
invested and
currency
Number of shares
Amount to be
invested and
currency
Number of shares
Amount to be
invested and
currency
Number of shares
Standard Equity Sub-Funds
Name
Amount to be
invested and
currency
Number of shares
Name
UK Equity Fund
A acc. GBP
North America
Equity Fund
A acc. USD
World Equity Fund
A acc. USD
Swiss Equity Fund
A acc. CHF
Euro Equity Fund
A acc. EUR
Swiss Equity Fund
A dis. CHF
Special Equity Sub-Funds
Name
Amount to be
invested and
currency
Number of shares
Latin America Equity
Fund A acc. USD
Name
Eastern Europe &
Frontier Equity Fund
A acc. EUR
Fund of Funds
Name
Amount to be
invested and
currency
Number of shares
Name
Global Alternative
Fund Class A
acc. USD
Global Multi Asset
Moderate Strategy
Fund Class A
acc. GBP
Global Alternative
Fund Class A
dis. USD
Global Multi Asset
Moderate Strategy
Fund Class A
dis. GBP
Global Alternative
Fund Class A
acc. GBP
Global Multi Asset
Moderate Strategy
Fund Class Q
dis. GBP
Global Alternative
Fund Class A
dis. GBP
Global Alternative
Fund Class A
acc. EUR
Global Multi Asset
Dynamic Strategy
Fund Class A
acc. GBP
Global Alternative
Fund Class A
dis. EUR
Global Multi Asset
Dynamic Strategy
Fund Class A
dis. GBP
Global Alternative
Fund Class Q
dis. GBP
Global Multi Asset
Dynamic Strategy
Fund Class Q
dis. GBP
Fund of Funds
Name
Amount to be
invested and
currency
Number of shares
Name
Global Multi Asset
Conservative
Strategy Fund
Class A acc. GBP
Asia Multi Asset
Dynamic Strategy
Fund Class A
acc. GBP
Global Multi Asset
Conservative
Strategy Fund
Class A dis. GBP
Asia Multi Asset
Moderate Strategy
Fund Class A
dis. GBP
Amount to be
invested and
currency
Number of shares
Global Multi Asset
Conservative
Strategy Fund
Class Q dis. GBP
Confirmation
Please send me/us:
a confirmation of registration
a share certificate (this share certificate must be returned to the Central Administration should the investor wish to sell his shares at any
time in the future)
Payment (5)
I/we will arrange a telegraphic transfer to the Custodian Bank from the following bank in which I/we hold an account in my/our name.
Name of the Bank .............................................................................................................................................................................................................
City ............................................................................................................
Country .....................................................................................................
Please process with my above subscription only as soon as you have received confirmation of cleared funds.
Redemption proceeds (6)
I/We require that any payment in my/our favour from redemption of shares or for any other reason shall be transferred in
(currency) .........................................................................
to the Bank (name) .............................................................................................................
(city) ..................................................................................
in favour of my/our account No .......................................................................................
in the name of .......................................................................................................................................................................................................................
Financial Intermediary / Distributor (7)
Company Name ...................................................................................................................................................................................................................
Adress ....................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
Postcode ............................................................
City / Country .....................................................................................................................................
Telephone No ................................................................................
Facsimile No .........................................................................................................
As shareholder(s), notwithstanding any provision of Luxembourg law prohibiting the Company or its Central Administration from
disclosing information about my/our shareholding in the Company, I/we hereby authorise the Company or its Central Administration
to disclose all information about my/our shareholding to my/our above mentioned Financial Intermediary acting as a distributor for the
Company and to permit the said Financial Intermediary to have an original or a copy of any document or of any correspondence which
relates to my shareholding in the Company and I/we expressly waive and release any claim which I/we would or might have against the
Company or its Central Administration in respect of such disclosure or in respect of them permitting any such original or copy document
or correspondence to be made available to the said Financial Intermediary and in respect of any loss which I/we may thereby directly or
indirectly sustain.
As shareholder(s), I/we nullify the authorisation in the paragraph immediately above this one, and I/we do not authorize the Company
or its Central Administration to disclose any information nor to send any correspondence that relates to my/our shareholding in the
Company to my/our above mentioned Financial Intermediary.
Key Investor Information Document (“KIID”)
I/We understand that the KIID is a pre-contractual document that contains key information to help me/us to understand the nature and
the risks of my/our investment and that I/We must receive a copy thereof to make an informed investment decision before investing in the
relevant class of shares.
I/We hereby confirm that:
I/We have received a copy of the latest relevant version of the KIID corresponding to my /our investment and I/We acknowledge and
agree that I/We will read and review the most up-to-date version of the relevant KIID prior to making any applications for Shares in the
Company;
I/We hereby confirm that I/We have downloaded a copy of the latest relevant version of the KIID corresponding to my/our investment from
the following website: www.lloydstsb-pb.com/en/Wealth-Management/Discretionary-Management-and-Funds/Investment-Funds.html
and I/We acknowledge and agree that I/We will read and review the most up-to-date version of the relevant KIID prior to making any
applications for Shares in the Company. I/We consent to being provided with the latest KIID via this website, which is an appropriate
medium in the context of the business between me and the Company. I/We further acknowledge and confirm that I/we will ensure that
I/we will have accessed, read and understood the latest version of the relevant KIID on the above-mentioned website, prior to submitting
each investment or conversion request.
NOTE: one of the boxes above must be ticked.
NOTE: Please be informed that in the event none of the boxes above is ticked, this might trigger delays in processing your subscription or
conversion request.
Data Protection
The Company, in its capacity as data controller, collects, stores and processes by electronic or other means the data supplied by
shareholders at the time of their subscription for the purpose of fulfilling the services required by the shareholders and complying with its
legal obligations. The data processed includes in particular the name, address and invested amount of each shareholder.
The data supplied by shareholders is processed for the purpose of administering your account, i.e. (i) maintaining the Register of
Shareholders, (ii) processing subscriptions, redemptions and conversions of shares and payments of dividends to shareholders,
(iii) performing controls on late trading and market timing practices, and (iv) complying with applicable anti-money laundering and
prevention of terrorism financing rules.
In the context of the above mentioned purposes, the Company can delegate the processing of personal data to its agents, in particular
the Central Administration, the Registrar and Transfer Agent.
As regards processing carried out by the Central Administration, the Registrar and Transfer Agent, by signing this subscription form,
you hereby expressly consent that the Company instructs the Central Administration, the Registrar and Transfer Agent, to disclose the
following data:
- general personal data, including your name, addresses, phone numbers, fax numbers, email addresses, passport details;
- data relating to the Financial Intermediary / Distributor via which you have invested in the Company, including the name, addresses,
phone numbers, fax numbers, email addresses of such Financial Intermediary / distributor;
- data relating to your investment in the Company, including data relating to the bank accounts and settlement accounts linked to your
investment in the Company (account name, account number), amount invested in the Company, number and value of the shares held in
the Company, outstanding and total commitments to invest in the Company, elections as to EUSD status;
- data relating to transfers of shares in the Company such as the name of the transferor and the transferee, the amount of shares
transferred, the amount pending to be paid, the time and date of payments and transfers of shares;
to International Financial Data Services (Canada) Limited, a company incorporated under the laws of Ontario, Canada as corporation
number 1485549 with registered office at 30 Adelaide Street E, Suite 1, Toronto, Ontario, M5C 3G9 (the “Recipient”).
Such disclosure of personal data to the Recipient is made in your own interest.
Indeed it enables the Central Administration, the Registrar and Transfer Agent to use the services of the Recipient, which will also improve
the quality of the service provided to you: such disclosure will indeed ease and support the maintaining of the Register of Shareholders and
the processing of subscriptions, redemptions and conversions of shares and payments of dividends to you on robust IT platforms operated
by the Recipient with strong data security and business recovery and continuity measures. It will also facilitate the reporting to you.
Your consent to such data transfer is given for as long as you maintain a position in the Company.
The data transferred in accordance with this instruction will not be kept for longer than necessary for the purposes it has initially been
collected, subject always to applicable legal retention periods.
The information collected from you will not be used for marketing purposes unless you expressly consent to it:
If you accept to be sent information regarding Lloyds TSB group products, please tick this box
.
If you accept to be contacted by telephone about Lloyds TSB group products, please tick this box
.
You have the right to access your personal data and may ask for a rectification thereof in cases where such personal data is inaccurate and/
or incomplete. In this regard, you may contact State Street at telephone: +352 46 40 10 7450 or facsimile : +352 2452 9006 or by e-mail to
lloydsquerydesk@statestreet.com
Applicable Law and Jurisdiction
This Subscription Agreement and our investment in the Company shall be subject to the laws of the Grand Duchy of Luxembourg. Any
dispute out or in connection with this Subscription Agreement and our investment shall be submitted to the exclusive jurisdiction of the
courts of Luxembourg-city. Nothing in the preceding provision shall however limit the right of the Company to take proceedings against
us in any other court of competent jurisdiction.
Representation and Warranties
By signing this Subscription Form, I/we agree, represent, warrant and acknowledge that:
(a) I/we have received a copy of the latest available Prospectus, relevant KIID and I/we have understood the Description, the Investment
Policy and the Risks Factors associated to the Sub-Fund I/we are investing in;
(b) Lloyds Banking Group plc, its affiliates, subsidiaries and branches or any of its representatives, officers, agents or employees will not
make and have not made any warranty, representation or recommendation (whether implied or express) as to the merits of the SubFund and/or as the conditions, financial or otherwise of the Company or its Sub-Fund or as to any other matter relating thereto or in
connection therewith and nothing shall be construed as a recommendation by Lloyds Banking Group plc, its affiliates, subsidiaries
and branches or any of its representatives, officers, agents or employees to me/us to purchase or acquire the shares or to become a
Shareholder of any Sub-Fund;
(c) Notwithstanding (b) above, if any information (including without limitation, any research report(s) on the Company or its Sub-Fund
issued by Lloyds Banking Group plc, its affiliates, subsidiaries or branches, whether recently or otherwise), warranty or representation
had in fact been made or supplied by Lloyds Banking Group plc or its affiliates, subsidiaries or branches, I/we have not in any way and
at any time howsoever relied on such information, warranty or representation in the making of my/our investment decision to acquire
the shares of the Company’s Sub-Fund and/or in my/our assessment or appraisal of the Company or its Sub-Fund and I/we have made
and will continue to make me/our own independent appraisal or assessment of the Company or its Sub-Fund relying on my/our own
source of information and such legal, tax, accounting, investment and other advice as I/we deem appropriate;
(d) None of Lloyds Banking Group plc, its affiliates, subsidiaries and branches, the Company, the Central Administration, the Custodian
Bank or the Investment Manager of the Company or other parties involved in the management of the Sub-Fund of the Company takes
any responsibility as to any tax consequences of my/our acquisition of or in relation to any dealing in my/our shares of the Sub-Fund
and that I/we are advised to consult my/our own tax adviser concerning my/our tax position.
I/We confirm that I am/we are not resident(s) of the United States of America.
I/We enclose a certified copy of my/our:
passport [page bearing photograph, date of birth and the page bearing the signature]; or
national identity card (Continental European residents); or
current full United Kingdom driving licence (UK residents only). (3)
For corporations, we additionally enclose an original or a certified copy of the articles and an original or a certified copy of an extract from
the Register of Commerce together with a list of directors and authorised signatories.
I/We enclose the following Annexes (optional):
Joint Shareholding Mandate
Facsimile Transmission Instructions
Date
Full Name(s)
Signatures of all the applicants
(for corporation, authorised signatories)
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
Register of Commerce and Companies - Luxembourg B 7 635 – Registered Office: 49, Avenue J-F Kennedy, L-1855 Luxembourg
JOINT SHAREHOLDING MANDATE
(NOT FOR USE BY CORPORATIONS)
This mandate duly completed and signed by each co-shareholder should be sent to
State Street Bank Luxembourg S.A., the Central Administration of Lloyds TSB International Portfolio (referred to hereafter as the “Company”)
49, Avenue J-F Kennedy, L-1855 Luxembourg
We undersigned
Principal
Shareholder (*)
Mr/Mrs/Miss/Title Surname
............................................................................................................................................
Forename(s)
............................................................................................................................................
Address of Residence
............................................................................................................................................
............................................................................................................................................
And
And
And
............................................................................................................................................
Forename(s)
............................................................................................................................................
............................................................................................................................................
Forename(s)
............................................................................................................................................
............................................................................................................................................
Forename(s)
............................................................................................................................................
Co-shareholders registered jointly in the Register of Shareholders under No
.......................................................................................................
1. hereby declare that any one of the co-shareholders designated above may under his sole signature give instructions to the Company or
its Central Administration on behalf and in the name of all the co-shareholders designated above in relation to the transfer, redemption
or conversion of the shares we jointly hold in the Company. In particular, but without limitation we request and authorise the Company or
its Central Administration to act on written instructions from any one of the aforementioned co-shareholders to realise all or any part of
our shareholding(s) and/or to pay or transfer monies to any account in any one of our names nominated to the Company or to its Central
Administration by any one of us in writing;
2. understand and agree that pursuant to this Mandate and provided they act in good faith, neither the Company nor its Central
Administration shall be liable for any loss arising or incurred by the shareholder as a result of acting in accordance with this Mandate
and each of us shall jointly and
severally indemnify the Company or its Central Administration against all costs, claims, losses and expenses which may be suffered or
incurred by it in connection with services provided by it or acting on instructions received pursuant to this Mandate.
This power is valid until receipt by the Company or by its Central Administration of a written notice of revocation from one or all of the
undersigned or until the Company or the Central Administration is informed of the death of one of the co-shareholders.
Date
Full Name(s)
Signatures of all shareholders
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
(*) The principal shareholder is the only person who will receive any mail from the Company or from the Central Administration.
AUTHORITY TO ACT ON
INSTRUCTIONS GIVEN BY FACSIMILE
TRANSMISSION
This mandate duly completed and signed by each co-shareholder should be sent by mail
to State Street Bank Luxembourg S.A., 49, Avenue J-F Kennedy, L-1855 Luxembourg
I/We undersigned
Principal
Shareholder (*)
.................................................................................................................................................
Forename(s)
..................................................................................................................................................
or Corporate Name
..................................................................................................................................................
Address of Residence
..................................................................................................................................................
..................................................................................................................................................
And
And
And
Telephone No
..................................................................................................................................................
Facsimile No
..................................................................................................................................................
..................................................................................................................................................
Forename(s)
..................................................................................................................................................
..................................................................................................................................................
Forename(s)
..................................................................................................................................................
..................................................................................................................................................
Forename(s)
..................................................................................................................................................
As shareholder(s) of the Undertakings for Collective Investment (“UCI(s)”) registered in my/our name under the designated number below:
UCI
Registration Number
Lloyds TSB Global MultiFund Allocation
...........................................................................
Lloyds TSB International Portfolio
...........................................................................
Lloyds TSB International Liquidity
...........................................................................
confirm that I/we have signed the “Joint Shareholding Mandate” or
confirm that I/we act as co-shareholders
1. hereby request and authorise to State Street Bank Luxembourg S.A., acting as Central Administration for the above mentioned UCI(s)
to act on any instructions, notices, acknowledgements, requests or demands (together “instructions”) which I/we may give by means
of facsimile transmission from time to time in relation to my/our shareholding and in particular, but without limitation, to execute any
instructions which I/we may give by means of facsimile transmission in relation with subscription requests and if any, redemption,
conversion or transfer requests for the whole or any part of me/our shareholding in the UCI(s) above mentioned;
2. understand and agree that in consideration of State Street Bank Luxembourg S.A. agreeing to act on instructions given in accordance
with paragraph 1 above:
(i) State Street Bank Luxembourg S.A. may at their complete discretion, accept or refuse to act upon such instructions;
(ii) facsimile instructions must be confirmed in writing by the person giving such instructions as soon as practicable thereafter. State
Street Bank Luxembourg S.A. shall not, however, be under any duty to obtain such confirmation either before or after acting on
such instructions and assumes no liability for failing to do so;
(iii) State Street Bank Luxembourg S.A. may rely on any instructions given or purported to be given by me/us and may realise all or part
of my/our holding in the UCI(s) to meet any payment obligation arising as a result of any such instructions; and
(iv) State Street Bank Luxembourg S.A. shall not be liable for any loss arising or incurred by me/us following the execution of the
operations in accordance with this Mandate and I/we agree jointly and severally to indemnify State Street Bank Luxembourg S.A.
against all costs, claims, losses and expenses which may be suffered or incurred by it in connection with services provided by it
pursuant to this mandate.
3. the present authorisation is valid until express revocation be sent by mail to State Street Bank Luxembourg S.A..
Date
Full Name(s)
Signature(s) (of all the applicants)
(for corporations, authorised signatories)
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
(*) The principal shareholder is the only person who will receive any mail from the Company or from the Central Administration.
AUTHORISATION FOR DISCLOSURE OF INFORMATION AS PER
THE EUROPEAN 2003/48/EC OF THE COUNCIL OF 3RD JUNE 2003 WITH
REGARD TO THE TAXATION OF SAVINGS INCOME IN THE FORM OF INTEREST
PAYMENT (EUSD) AND THE LUXEMBOURG LAW OF 21ST JUNE 2005
IMPLEMENTING THE EUSD
This declaration only needs to be completed and signed by each co-shareholder if you are EU or dependent or associated territories
resident(s) and wish to opt for the exchange of information.
It should be sent to State Street Bank Luxembourg S.A., the Central Administration of Lloyds TSB International Portfolio
(referred to hereafter as the “Company”) 49, Avenue J-F Kennedy, L-1855 Luxembourg
I/We undersigned
Principal
Shareholder (*)
or
And
or
And
or
And
or
Mr/Mrs/Miss/
Title Surname
.....................................................................................................................................................
Forename(s)
.....................................................................................................................................................
Tax Identification No (TIN)
.....................................................................................................................................................
Date, Place and
Country of Birth
.....................................................................................................................................................
Mr/Mrs/Miss/Title
Surname
.....................................................................................................................................................
Forename(s)
.....................................................................................................................................................
.....................................................................................................................................................
Date, Place and
Country of Birth
.....................................................................................................................................................
Mr/Mrs/Miss/Title
Surname
.....................................................................................................................................................
Forename(s)
.....................................................................................................................................................
.....................................................................................................................................................
Date, Place and
Country of Birth
.....................................................................................................................................................
Mr/Mrs/Miss/Title
Surname
.....................................................................................................................................................
Forename(s)
.....................................................................................................................................................
.....................................................................................................................................................
Date, Place and
Country of Birth
.....................................................................................................................................................
co-shareholders registered jointly in the Register of Shareholders under No
........................................................................................................
hereby acknowledge that in accordance with the Luxembourg Law of 21st June, 2005 implementing the Council Directive 2003/48/EC of
3rd June 2003 on the taxation of savings income in the form of interest payments, State Street Bank Luxembourg S.A. has the duty, in some
circumstances, to either
a) deduct from the redemption proceeds a tax retention on the part of the savings interest included in the price
or
b) report to the tax authorities any such redemption details and disclose the relationship I/we have with State Street Bank
Luxembourg S.A. as the Central Administration.
In this context, I/we choose to report all redemption’s from my/our shareholding in Lloyds TSB International Portfolio and in any other
UCIs domiciled at State Street Bank Luxembourg S.A. which may be or become subject to the EUSD and of which I/we may be or become
Shareholder(s) under the same above mentioned number.
Accordingly, I/we authorise State Street Bank Luxembourg S.A. to report to the Luxembourg tax authority any relevant savings interest
included in my/our redemption transactions as well as all additional relevant information required, in particular my/our name, address,
nationality, TIN number (Tax identification number), the relationship I/we have with State Street Bank Luxembourg S.A. acting as the
Central Administration (including my/our shareholder number), etc. The Luxembourg tax authority will in turn forward such information
to the tax authority of the EU Member State(s) where I/we reside according to the most recent information made available to State Street
Bank Luxembourg S.A. at the date of the redemption.
This declaration is effective, subject to a repeal delivered to State Street Bank Luxembourg S.A. in writing, and continues to apply without
reservation beyond my/our death or incapacitation. A repeal of this declaration does not affect redemptions effected prior to the time
of the repeal. A change of residence to the effect that the exchange of information principle becomes inapplicable will only affect
the redemption’s effected after the date such change of residence is communicated to State Street Bank Luxembourg S.A. in writing
accompanied with a tax residence certificate of the new country of residence.
This declaration is governed by the laws of the Grand Duchy of Luxembourg and the courts of the Grand Duchy of Luxembourg shall have
jurisdiction in relation to all disputes arising out of or in connection with this declaration
Date
Full Name(s)
Signature(s) (of all shareholders)
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
.......................
...........................................................................................
...........................................................................................................
Lloyds TSB Bank plc
Geneva Branch
Place Bel-Air 1
P.O. Box 5145
CH-1211 Genève 11
www.lloydstsb-pb.com
Tél. +41 22 307 33 33
Fax +41 22 307 34 24
State Street Bank
Luxembourg S.A.
L-1855 Luxembourg
Tél. +352 46 40 10 1
Fax +352 46 36 1
Production: KNEIP (www.kneip.com)
4-14-13 E 01.2013

lloyds tsb international portfolio prospectus

Transcription

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