1. A Unitholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a Unitholder.
2. A Proxy Form is enclosed in relation to the Meeting. To be valid, Proxy Forms and any power of attorney or other authority (if any) under which the Proxy Form is signed (or a notarially certified copy thereof) must reach Standard Life Investments (Mutual Funds) Limited, DST Vote Administration, Enterprise House Unit 15, Rolling Mill Road, Jarrow, NE32 3DE not later than 48 hours before the time appointed for the Meeting.
3. The quorum for the Meeting (if it is not to be adjourned) is, subject to Note 5 below 2 Unitholders present in person or by proxy, or in the case of a body corporate, by a duly authorised corporate representative. Unitholders are asked to complete their Proxy Forms as soon as possible. If a quorum is not present within 15 minutes after the time appointed for the Meeting, the Meeting will be adjourned to a date and time at least 7 days later. Not less than 7 days’ notice will be given of an adjourned meeting and, if a quorum is not present within 15 minutes from the time appointed for that adjourned meeting, one person (entitled to be counted in a quorum) present at the adjourned meeting is a quorum.
In the event of an adjourned meeting and unless instructions are received, Proxy Forms received in respect of the first meeting will remain valid for the adjourned meeting.
4. In view of the importance of the Extraordinary Resolution the chairman of the Meeting will call for a poll to be taken in respect of the Extraordinary Resolution. On a poll, the voting rights for each Unit are the proportion of the voting rights attached to all of the Units in issue that the price of the Unit bears to the aggregate price or prices of all of the Units in issue at the date 7 days before the notice of the meeting was sent out. A Unitholder is entitled to more than one vote on a poll and need not, if voting, use all his or her votes or cast all the votes he or she uses in the same way.
5. The Manager is entitled to attend the Meeting but shall not be entitled to vote or be counted in a quorum at the Meeting, nor any adjournment except in respect of Units which it holds on behalf of or jointly with another person who, if he himself was the registered Unitholder, would be entitled to vote and from whom it has received voting instructions. Associates of the Manager holding Units are entitled to be counted in a quorum of a meeting but may only vote in the same circumstances as the Manager.
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Appendix 7 Glossary of Terms used in this document
The following definitions apply throughout this document unless the context otherwise requires.
Accumulation Shares Shares on which income is automatically rolled up in the capital value of the Share and reflected in the price of a Share;
Accumulation Unit An accumulation unit of the relevant Trust (including fractions of an accumulation unit);
ACD Standard Life Investments (Mutual Funds) Limited, the authorised corporate director of the Companies;
Auditors the auditors of the relevant Trust(s) or relevant Company (as the case may be), currently PricewaterhouseCoopers LLP;
Business Day each weekday excluding UK public holidays;
CIS Collective Investment Schemes;
Companies Standard Life Investment Company and Standard Life Investment Company III, each a UK authorised investment company with variable capital (and “Company”
shall mean such one of them as the context requires);
COLL Sourcebook The Collective Investment Schemes Sourcebook which forms part of the FCA Handbook of Rules and Guidance as amended or re-enacted from time to time;
Depositary Citibank International Limited, as depositary of each of the Companies;
Dilution Adjustment A change to the price of a share/unit in a fund. It is applied by the authorised fund manager to protect existing investors from bearing the costs of buying or selling the underlying investments as a result of large inflows into or outflows from a fund. A dilution adjustment is designed to ensure that departing or incoming investors receive or pay the same price as the authorised fund manager does when selling or purchasing the relevant assets. As such no amount is retained by the authorised fund manager as a result of the application of a dilution adjustment;
Effective Date In relation to each of the Trusts, the effective date of the scheme of arrangement under the Scheme (which, in relation to all of the Trusts except Standard Life Investments Ignis Smaller Companies Fund is expected to be 23 October 2015 and in relation to Standard Life Investments Ignis Smaller Companies Fund is expected to be 27 November 2015 or such other time or times date or dates as may be agreed between the Manager and the Trustee in accordance with Appendix 2 to this document);
EPM Efficient Portfolio Management, a technique entered into for one or more of the following specific aims:
(i) reduction of risk;
(ii) reduction of cost;
(iii) generation of additional capital or income for the scheme with a risk level which is consistent with the risk profile of the scheme and the risk diversification rules laid down in the COLL Sourcebook;
Extraordinary Resolution
In respect of each Trust, the resolution set out in the Notice of Meeting of that Trust contained in Appendix 6;
FCA The Financial Conduct Authority;
FCA Rules The rules contained in the FCA Handbook of Rules and Guidance (including the COLL Sourcebook) (as amended);
GAPS Government and Public Securities;
HMR&C Her Majesty’s Revenue & Customs
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Ignis Funds The authorised collective investment schemes previously operated and managed by Ignis Fund Managers Limited and effective from 13 July 2015 are now operated and managed by Standard Life Investments (Mutual Funds) Limited;
Income Shares Shares on which income is distributed to Shareholders;
Income Units Income units of the relevant Trust (including fractions of an income unit);
ISA Individual Savings Account;
KIID Key Investor Information Document;
Manager Standard Life Investments (Mutual Funds) Limited, the authorised fund manager of each of the Trusts;
Meeting The meeting of Unitholders of the relevant Trust convened by the Notice of Meeting of that Trust;
Notice of Meeting In respect of each Trust, the notice of meeting set out in Appendix 6;
NURS Non-UCITS retail scheme, a category of authorised collective investment scheme;
NURS-KII Non-UCITS retail scheme Key Investor Information;
OCF Ongoing Charges Figure, an all-inclusive figure for the running costs of the relevant fund based on a standardised methodology for inclusion and exclusion;
OEIC An open-ended investment company, being an investment company with variable capital
OEIC Documents In relation to each of the Companies, the current prospectus and/or instrument of that Company;
OEIC Regulations The Open-Ended Investment Companies Regulations 2001 (as amended);
Proxy Form The form enclosed with this document enabling you to permit another to cast a vote on the Extraordinary Resolution on your behalf;
Receiving Fund In respect of each Trust, the sub-fund specified opposite the name of that Trust in the table in Appendix 1 into which that Trust will merge subject to the terms and conditions of the Scheme;
Regulations The OEIC Regulations and the COLL Sourcebook;
Retained Amount In respect of each Trust, an amount which is estimated by the Manager (after consultation with the Trustee), to be necessary to meet the actual and contingent liabilities of that Trust and which is to be retained by the Trustee for the purpose of discharging those liabilities;
Scheme The scheme of arrangement (insofar as applicable to the merger of each Trust), which, in its current form, is set out in Appendix 2 to this document;
Securities Scheme A type of authorised collective investment scheme under Chapter 5A of the Collective Investment Schemes sourcebook which was published by the Financial Services Authority (the predecessor to the Financial Conduct Authority) as part of their handbook of rules and which is dedicated to
investment in transferable securities and which can invest not more than 10% in value of the scheme property in unapproved securities, not more than 5% in warrants and not more than 10% in other collective investment schemes. The use of derivatives for this type of scheme is restricted to efficient portfolio
management;
Share A share in a Receiving Fund;
Standard Life Investments Fund
The range of authorised collective investment schemes operated and managed by Standard Life Investments (Mutual Funds) Limited;
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SRRI Synthetic Risk and Reward Indicator, being a standardised measurement of the overall risk and reward profile on a risk scale of 1-7. On the left hand of the scale is 1, noted “lower risk” and “typically lower rewards”. On the right side of the scale is 7, noted “higher risk” and “typically higher rewards”. Typically, the SRRI is derived from the volatility of past returns over a 5-year period;
Trusts The authorised unit trusts listed in the left-hand column of the table in Appendix 1 and the term “Trust” or “relevant Trust” shall mean that one of those trusts as the context requires;
Trustee Citibank International Limited, as trustee of each of the Trusts;
Trust Deed The trust deed (or deeds) governing the relevant Trust;
UCITS Undertaking for the Collective Investment in Transferable Securities, a category of authorised collective investment scheme;
Units Income Units and/or Accumulation Units (including fractions of a Unit) of the relevant Trust;
Unitholders In relation to a Unit of any Trust, the person entered on the register as the unitholder of that Unit on the date 7 days before this document is sent out but always excluding any person who is known to the Manager not to be a registered unitholder at the time of the meeting in respect of that Trust;
your Receiving Fund In relation to your Trust, the Receiving Fund which is set out opposite the name of your Trust in the table in Appendix 1;
your Trust Each one of the Trusts of which you are a Unitholder and in respect of which you have received a Proxy Form;
your Shares Shares to be issued to you under the Scheme in your Receiving Fund;
your Units The Units which you hold in your Trust.
In addition, where relevant in the context:
a) terms which are defined in the FCA Rules shall have the same meaning in this document and the Scheme;
b) words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders;
c) references to any statute or statutory instrument or other regulation or rule shall be deemed to include a reference to such statute or statutory instrument or other regulation or rule as from time to time amended and to any codification, consolidation, re-enactment or restatement thereof as from time to time in force.