Global Fund Prospectus - Jupiter Asset Management

THE JUPITER GLOBAL FUNDGeneral Information■■General InformationCorporate InformationThe Company is an open-ended investment company which qualifiesas an Undertaking for Collective Investment in Transferable Securities(‘UCITS’) under Part I of the Law. It was incorporated in Luxembourgas a Société d’Investissement à Capital Variable (‘SICAV’) on22 September 2005 for an unlimited duration. Its Articles werepublished in the Mémorial, Recueil des Sociétés et Associations of11 October 2005. The Articles were amended for the last time on14 November 2011. It is registered with the Luxembourg Register ofCommerce under number B 110.737.The Shares are of no par value. The capital of the Company is equal toits net assets expressed in Euro and the minimum capital is €1,250,000.Management CompanyThe Directors have designated RBS (Luxembourg) S.A. as ManagementCompany of the Company to perform investment management,administration and marketing functions for the Company.The Management Company was incorporated in the form of a sociétéanonyme on 10 November 2004 for an unlimited duration. As atSeptember 29, 2006 it has a subscribed capital of €10,000,000 dividedinto ten thousand (10,000) shares, fully paid-up. Upon incorporation,the articles of incorporation of the Management Company werepublished in the Mémorial, Recueil des Sociétés et Associations, n° C1245 on 6 December 2004 and were last modified on 29 September2006 as published in the Mémorial, Recueil des Sociétés etAssociations, number C 2133 on 15 November 2006. RBS(Luxembourg) S.A. complies with the conditions set out in Chapter 15of the Law, and is therefore authorised as a management companymanaging UCITS governed by the UCITS Directive.As of the date of this Prospectus, the Management Company’s Board ofDirectors consists of:• Kevin Brown (Chairman)• Antonio Thomas• Revel Wood• Michael Vareika• Oezguel Guelbey• Henry Kelly• Lorna Cassidy• Jonathan CareyMessrs Antonio Thomas, Antonino Borgesano and Pall Eyjolfsson havealso been appointed as conducting officers, as referred to in article 102of the Law and CSSF circular 03/108.The Management Company has been permitted by the Company todelegate its investment management functions to investment managersauthorised by the Company, comprising the Investment Manager.In the context of its administration functions, the ManagementCompany has been permitted by the Company to delegate itsadministration functions to third parties authorised by the Company,comprising the Administrator.In the context of its marketing function, the Management Company mayenter into agreements with Distributors pursuant to which the Distributorsagree to act as intermediaries or nominees for investors subscribing forShares through their facilities.The Management Company will monitor on a continual basis theactivities of the third parties to which it has delegated functions. Theagreements entered into between the Management Company and therelevant third parties provide that the Management Company can giveat any time further instructions to such third parties, and that it canwithdraw their mandate with immediate effect if this is in the interest ofthe Shareholders. The Management Company’s liability towards theCompany is not affected by the fact that it has delegated certainfunctions to third parties.The Management Company Services Agreement made between theCompany and the Management Company comprises provisionspursuant to which, in the absence of fraud, negligence or wilful defaulton the part of the Management Company, the Company accepts toindemnify the Management Company for liabilities incurred by theManagement Company while taking any action properly in accordancewith the Management Company Services Agreement.The Management Company is also acting as the management companyfor other investment funds; the list of these other investment funds isavailable upon request.The Custodian and Paying Agent in LuxembourgThe Custodian is responsible for the safekeeping of cash and securitiesdeposits in accordance with the terms and conditions of the CustodianAgreement. In particular, and upon the instructions of the Company, itwill execute all financial and foreign exchange transactions and provideall banking facilities in accordance with the terms and conditions of theCustodian Agreement. The Custodian will further, in accordance withthe Law:• ensure that the sale, issue, redemption and cancellation of Shareseffected by the Company or on its behalf are carried out inaccordance with the Law and the Articles;• ensure that in all transactions involving the assets of the Company,any consideration is remitted to it within the customary settlementdates; and• ensure that the income of the Company is applied in accordancewith the Articles.The Custodian is responsible for the safekeeping of the subscriptionmonies on their receipt from the Paying Agent and, following theinvestment of subscription monies, is responsible for the supervision ofthe assets of the Company which are held to the order of and registeredin the name of the Company or in the name or to the order of theCustodian on the Company’s behalf.Assets held directly with the Custodian will be held in a separate clientaccount and will be separately designated in the books of theCustodian as belonging to the Company. Assets other than cash,which are so segregated, will be unavailable to the creditors of theCustodian in the event of its bankruptcy or insolvency. Assetsdeposited as margin and cash need not be segregated and maybecome available to the creditors of brokers in case of bankruptcy orsimilar events.The Custodian has no decision-making discretion relating to theCompany’s investments. The Custodian is a service provider to theCompany and is not responsible for the preparation of this Prospectusor the activities of the Company and therefore accepts no responsibilityfor the accuracy of any information contained in this Prospectus or thevalidity of the structure and investments of the Company.30