Fund and Sub-Funds
The Fund, which is UCITS (collective investment in transferable securities) constituted under the Luxembourg law of contract as an FCP (“Fonds commun de placement” being an undivided collection of transferable securities and other liquid assets) does not have a legal personality but instead is an unincorporated co-proprietorship of transferable and other liquid financial assets. The Fund is an “umbrella fund” that enables investors (namely, pension funds) to invest in one or more portfolios (each constituted as a Sub-Fund) by acquiring a class of Units of a particular Sub-Fund issued by the Manager in accordance with the Management Regulations. In order to ensure that each Unitholder receives payments of Gross Income (e.g., dividends or interest) that reflect their applicable withholding tax rates, Unitholders with different tax profiles and country of residence will invest in different Unit Classes.
Unitholders
The Management Regulations provide that each Unit of a Sub-Fund represents the proportion of each Unitholder’s ownership interest in the assets and liabilities comprising the Sub-Fund to which each Unitholder is beneficially entitled. Ownership of Units entitles a Unitholder to participate and share in the property of the relevant Sub-Fund including interest and dividends derived therefrom. Under the applicable Luxembourg statute, the liabilities of a Unitholder are limited to the Unitholder’s participation in a particular Sub-Fund. Unitholders can redeem their Units of a Sub-Fund in the manner set out in the Management Regulations, for an amount based on the net asset value per Unit of a particular Class of Units in a particular Sub-Fund.
Proposed transactions
The Sub-Funds will issue Units to New Investors. The Fund will continue to operate as an open-ended umbrella fund, which means that there will be multiple Sub-Funds in which a New Investor may invest.
Rulings
The tax consequences to the New Investors of their investments in the Fund will be determined on the basis that the Fund, including each of its Sub-Funds, is not a person or a taxpayer for the purposes of the Act and as such, is treated as fiscally transparent for such purposes.
For the purposes of Part XIII and s. 116, any amount paid or credited by a payer to the sub-custodians in respect of property held by a Sub-Fund on behalf of the New Investors, including purchase consideration for such property, will be considered an amount paid or credited to the New Investor in proportion to its co-ownership interest in the assets and Gross Income of the particular Sub-Fund.