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Prospectus Of Clerical Medical Open Ended Investment Company ...

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The <strong>Investment</strong> Adviser is in compliance with the UK Stewardship Code in the exercise of<br />

voting rights in the investments it holds in relation to the Funds on behalf of the ACD. Details<br />

of the Stewardship Policy are available from the <strong>Investment</strong> Adviser.<br />

No commission is payable to the <strong>Investment</strong> Adviser for any deal done or which could be<br />

done on behalf of the <strong>Company</strong>. Instead, the fees payable to the <strong>Investment</strong> Adviser will be<br />

calculated in accordance with a rate card agreed from time to time between the <strong>Investment</strong><br />

Adviser and the ACD. Those fees will be paid by the ACD and will not be charged to the<br />

<strong>Company</strong>.<br />

The <strong>Investment</strong> Adviser is authorised to enter into fee sharing arrangements with third<br />

parties.<br />

The Depositary<br />

The depositary of the <strong>Company</strong> is National Westminster Bank plc (the "Depositary"), which is<br />

incorporated in England & Wales as a public limited company. The registered and head<br />

office of the Depositary is at 135 Bishopsgate, London EC2M 3UR. The ultimate holding<br />

company of the Depositary is The Royal Bank of Scotland Group plc which is incorporated in<br />

Scotland.<br />

The principal business activity of the Depositary is banking. The Depositary is authorised<br />

and regulated by the Financial Conduct Authority.<br />

The Depositary provides its services under the terms of a Depositary Agreement which may<br />

be terminated by 3 months' written notice given by either party (and may in certain<br />

circumstances be terminated by immediate notice in writing). The Depositary is required to<br />

carry out the duties specified in the COLL Sourcebook and the OEIC Regulations, including<br />

responsibility for the safekeeping of all of the scheme property of the <strong>Company</strong> entrusted to<br />

it. The terms and conditions on which it is appointed are set out in an Agreement dated 23<br />

August 2006 between the <strong>Company</strong>, the ACD and the Depositary.<br />

Subject to the COLL Sourcebook, the Depositary has full power to delegate (and to authorise<br />

its delegate to sub-delegate) its duties. In particular, the Depositary has power to delegate<br />

custody of the scheme property and , in exercise of those powers, has appointed The<br />

Northern Trust <strong>Company</strong> as global custodian. The Depositary Agreement provides for<br />

indemnities in favour of the Depositary, and exempts it from liability, in certain circumstances.<br />

The Depositary's rights of indemnity are subject always to the provisions of the OEIC<br />

Regulations and the COLL Sourcebook.<br />

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