Global Fund Prospectus - Jupiter Asset Management

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THE JUPITER GLOBAL FUNDGeneral Information■■General InformationThe Custodian and Paying Agent in Luxembourg continuedThe Custodian may appoint sub-custodians, agents and delegates(‘Correspondents’) to hold the assets of the Company. The liability ofthe Custodian shall not be affected by the fact that it has entrusted allor some of a Fund’s assets in its safekeeping to such Correspondents.The Custodian will exercise care and diligence in choosing andappointing the Correspondents so as to ensure that eachCorrespondent has and maintains the expertise, competence and willmaintain an appropriate level of supervision over any Correspondentand will make appropriate enquiries periodically to confirm that theobligations of the Correspondent continue to be competentlydischarged. The fees and other remuneration of any Correspondentappointed by the Custodian shall be paid by the Company.In respect of any losses to the Company arising from anyCorrespondent, including losses resulting from the fraud, negligenceor wilful default of any Correspondent, the Custodian shall, besidesothers, and without prejudice to its liability in relation to its general dutyof supervision of assets of the Company, use its reasonableendeavours to exercise such rights as are available to it in the localmarket against the relevant Correspondent and account to theCompany for any recovery, and in the case of a liquidation, bankruptcyor insolvency of any Correspondent, the Custodian will use allreasonable endeavours to recover any securities or other propertyheld and to recover any losses suffered by the Company as a directconsequence of such liquidation, bankruptcy or insolvency.The rights and duties of the Custodian are governed by a CustodianAgreement which may be terminated by the Company or the Custodianon 6 months’ notice. However, on termination, the Custodian shallcontinue to act as Custodian pending replacement within two monthsand until the assets of the Company have been transferred to thesuccessor custodian. The fees and expenses payable to the Custodianare described under ‘Charges and Expenses’.As the Company’s Paying Agent HSBC Securities Services(Luxembourg) S.A. is responsible for the payment of distributions, ifany, and of the redemption proceeds to the Shareholders.Investment ManagerThe Management Company has delegated investment managementfunctions to the Investment Manager.The Investment Manager shall manage the investments of the Fundsin accordance with stated investment objectives and restrictions. Theterms of the appointment of the Investment Manager are specified inthe Investment Management Agreement.The Investment Manager may, in its discretion, purchase and sellsecurities through dealers who provide research, statistical and otherinformation to the Investment Manager. Such supplemental informationreceived from a dealer is in addition to the services required to beperformed by the Investment Manager and the expenses which theInvestment Manager incurs while providing advisory services to theCompany will not necessarily be reduced as a result of the receipt ofsuch information.The Investment Manager is authorised and regulated by the FinancialServices Authority (‘FSA’) in the UK.Background to the Jupiter GroupThe Investment Manager is a wholly owned subsidiary of the JupiterGroup, whose ultimate parent is Jupiter Fund Management plc, acompany incorporated in England and Wales. The Jupiter Group wasestablished in its current form in 1985 and has since built a reputationfor asset management with an emphasis on performance and clientservice.The Jupiter Group is an investment management business focused ongenerating investment out-performance across its range of investmentcapabilities, which include UK, European and emerging marketsequities, specialist equities (such as financial sector equities) and fundof funds products. Jupiter’s core strength in equity investmentmanagement is complemented by capabilities in fixed income, hedgeand absolute return funds.AdministratorThe Management Company has delegated its administration functionsto the Administrator.The Administrator is, inter alia, responsible for keeping the accounts ofthe Company and for calculating the Net Asset Value. It also acts asdomiciliary agent and registrar and transfer agent.The Administrator has no decision-making discretion relating to theCompany’s investments. The Administrator 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.Types of SharesThe Company is offering Shares in different Classes as furtherdetailed in the Information Sheet with respect to each Fund. Therelevant Information Sheet indicates the Base Currency and the Classcurrency in which such Shares are offered for subscription andredemption. The Shares being offered hereby may be subject todifferent sales charges, management fees and other fees. Investorsshould refer to the relevant Information Sheet for confirmation as towhich Classes a Fund offers.Shares will be issued in registered form only. The ownership of Sharesis evidenced by an entry in the share register. Following initialapplication, each Shareholder will be advised of a Personal AccountNumber and provided with an annual statement of account by theAdministrator. The Personal Account Number should be quoted in allfurther communication with the Administrator. Non-certificated Sharesenable Shareholders to request conversions and redemptions on anyValuation Day without delay.Shares may be made available through, but not limited to theAdministrator or the Distributors as defined in the ‘Definitions’ sectionof this Prospectus.All Shares must be fully paid-up; they are of no par value and carry nopreferential or pre-emptive rights. Each Share, whichever Fund andClass it belongs to, is entitled to one vote at any general meeting ofShareholders, in compliance with Luxembourg law and the Articles.31
THE JUPITER GLOBAL FUNDGeneral Information■■General InformationTypes of Shares continuedFractional registered Shares are issued to a one thousandth of aShare. Such fractional Shares shall not be entitled to vote but shall beentitled to a participation in the net results and in the proceeds ofliquidation attributable to the relevant Class of Shares in the relevantFund on a pro rata basis. Shareholders should note that fractionalShares may not currently be held within uncertificated accounts withEuroclear or Clearstream.Overseas Investors and Restricted ShareholdersThe Directors may restrict the ownership of Shares by any person, firmor corporation where such ownership would be in breach of anyregulatory or legal requirement or may affect the tax status of theCompany. Any restrictions applicable to a particular Fund or Class shallbe specified in the relevant Information Sheet for such Fund or Class.Any person who is holding Shares in contravention of the restrictionsset out above or, by virtue of his holding, is in breach of the laws andregulations of any competent jurisdiction or whose holding could, inthe opinion of the Directors, cause the Company to incur any liabilityto taxation or to suffer any pecuniary disadvantage which any or allof them might not otherwise have incurred or sustained or otherwisein circumstances which the Directors believe might be prejudicial tothe interests of the Shareholders, shall indemnify the Company, theManagement Company, the Investment Manager, the Custodian, theAdministrator and Shareholders for any loss suffered by it or themas a result of such person or persons acquiring or holding Shares inthe Company.The Directors have power under the Articles to compulsorily redeemand/or cancel any Shares held or beneficially owned in contravention ofany restrictions imposed by them or in breach of any law or regulation.None of the Company, the Investment Manager, the Distributor, theManagement Company, the Administrator or the Custodian or any oftheir respective directors, officers, employees or agents will beresponsible or liable for the authenticity of instructions from Shareholdersreasonably believed to be genuine and shall not be liable for any losses,costs or expenses arising out of or in conjunction with any unauthorisedor fraudulent instructions. Each of the Distributors and the Administratorshall, however, employ reasonable procedures to confirm thatinstructions are genuine.Accounting Year, Reports and AccountsThe accounting year of the Company ends on 30 September of eachyear and accounts were published for the first time in respect of thefinancial period ended 30 September 2006.Within four months of the close of each financial year, the Companywill prepare an annual report providing information on the assets of theCompany and each individual Fund giving details of their managementand the results achieved. Such report will be audited by the approvedstatutory auditor (réviseur d’entreprises agréé) of the Company.The Company undertakes that the accounting of the Company shall atany time be in compliance with the generally accepted accountingprinciples (‘GAAP’) in Luxembourg.Within two months of the close of the first half of each financial year,the Company will also prepare a semi-annual report providinginformation on the assets of the Company and each individual Fundand their management during the corresponding half year.These reports will be available to Shareholders at the registered officeof the Company, the Custodian and from every Paying Agent andDistributor and also from www.jupiteronline.com.Meetings of ShareholdersThe annual general meeting of Shareholders will be held at 10.00am(Luxembourg time) on the second Friday in the month of January, atthe registered office of the Company or such location as shall benotified by the Company Secretary in the notice of that meeting. Ifsuch a day is not a Business Day, the annual general meeting shall beheld on the next following Business Day. Notices of general meetings,including of general meeting of Shareholders in one Class, are givenin accordance with Luxembourg law and if specified in the Articles orlegally required, by publication in the Mémorial C, Recueil des Sociétéset Associations and in a Luxembourg newspaper and in such othernewspapers as the Directors may from time to time determine. Noticeswill specify the place and time of the general meeting, the conditionsof admission, the agenda, the quorum and the voting requirementsand will be given in accordance with all applicable laws. Therequirements as to attendance, the quorum and majorities at allgeneral meetings will be those laid down in the Articles andLuxembourg law.Charges and ExpensesThe Company shall pay out of the assets of the Funds all expensespayable by the relevant Funds which shall include but not be limited toformation expenses, fees payable to the Management Company andthe Administrator, the Investment Manager (as detailed hereafter)fees and expenses payable to its auditor, Custodian and itscorrespondents, any Paying Agent or Distributor and permanentrepresentatives in places of registration, as well as any other agentemployed by the Company, the remuneration of the Directors (if any),their insurance coverage, and reasonable travelling costs and out-ofpocketexpenses in connection with board meetings, fees andexpenses for legal and auditing services, any fees and expensesinvolved in registering and maintaining the registration of the Fundwith any governmental agencies or stock exchanges in the GrandDuchy of Luxembourg and in any other country, reporting andpublishing expenses, including the costs of preparing, printing,advertising and distributing prospectuses, explanatory memoranda,periodical reports or registration statements, and the costs of anyreports to Shareholders, the costs of preparation and filing of any taxor other reports as may be required from time to time whether withrespect to the operations of the Company or one or more of itsShareholders, all taxes, duties, governmental and similar charges,and all other operating expenses including the cost of buying andselling assets, interest, bank charges and brokerage, postage,telephone, facsimile and telex. The Company may accrueadministrative and other expenses of a regular or recurring naturebased on an estimated amount rateably for yearly or other periods.Expenses shall, in the first instance, be applied against any income inthe relevant Fund.For so long as the Company and any of the Funds remain authorisedby the SFC in Hong Kong, the Company has undertaken that nomarketing or advertising expenses will be paid by the Company inrespect of those Funds which are registered for distribution inHong Kong from time to time.32
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Global Fund Prospectus - Jupiter Asset Management

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