Prospectus Of Clerical Medical Open Ended Investment Company ...

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The Company or the Registrar may require the payment of such reasonable fee as the ACD and the Company may agree for the registration of any grant of probate, letters of administration or any other documents relating to or affecting the title to any share. Suspension of dealings The ACD may, with the prior agreement of the Depositary, or must if the Depositary so requires, temporarily suspend the issue, cancellation, sale and redemption of Shares, where due to exceptional circumstances it is in the interests of all the shareholders. This suspension may be restricted to any single Fund or Class within that Fund. The ACD and the Depositary must ensure that the suspension is only allowed to continue for as long as it is justified having regard to the interests of the shareholders. On suspension, the ACD, or the depositary, if it has required the ACD to suspend dealings in Shares, must immediately inform the FCA, stating its reasons and, as soon as practicable, give written confirmation of the suspension and the reasons for it to the FCA. The ACD must also ensure that a notification of the suspension is made to shareholders as soon as practicable after the suspension commences. The ACD must ensure that it publishes (on its website or by other general means) sufficient details to keep shareholders appropriately informed about the suspension including, if known, its likely duration. The ACD and the depositary must formally review the suspension at least every 28 days and inform the FCA of the results of this review and any change to the information provided to them. The ACD must notify the FCA of the proposed restart of any dealings in Shares and immediately after the restart must confirm this by giving notice to them. The ACD may agree, during the suspension, to deal in Shares in which case all deals accepted during, and outstanding prior to, the suspension will be undertaken at a price calculated at the first Valuation Point after the restart of dealings in Shares. Restrictions and Mandatory transfer and redemption of shares The ACD may from time to time impose such restrictions, as it may think necessary for the purpose of ensuring that no shares are acquired or held by any person in circumstances (the “relevant circumstances”): 1. which constitutes a breach of the law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory; or 26
2. which would require the Company, the ACD or the investment manager to be registered under any law or regulation of any country or territory or cause the Company to apply for registration or comply with any registration requirements in respect of any of its shares whether in the US or any other jurisdiction in which it is not currently registered; or 3. which would (or would if other shares were acquired or held in like circumstances), in the opinion of the ACD, result in the Company, any of its shareholders, the ACD or the investment manager incurring any liability to taxation or suffering any other legal, regulatory, pecuniary or other adverse consequence which it or they might not have otherwise suffered; or 4. where such person is a US Person or is holding the shares for the account or benefit of a US Person. For the purposes of the “relevant circumstances” above, “investment manager” shall include the Investment Adviser and any other person appointed by the ACD and/or the Company to provide investment management and/or investment advisory services in respect of the scheme property of the Company or in respect of the Funds. In this connection, the ACD may, inter alia, reject in its discretion any application for the purchase, sale or switching of shares. If it comes to the notice of the ACD that any shares ("affected shares") are owned directly or beneficially in any of the relevant circumstances or if it reasonably believes this to be the case, the ACD may give notice to the holder(s) of the affected shares requiring the transfer of such shares to a person who is qualified or entitled to own them or the switch, where possible, of the affected shares for other shares in the Company the holding of which would not fall within the relevant circumstances or that a request in writing be given for the repurchase of such shares in accordance with the COLL Sourcebook. If any person on whom such a notice is served does not within thirty days after the date of such notice transfer his affected shares to a person qualified to own them or switch his shares for other shares the holding of which would not fall within any of the relevant circumstances or establish to the satisfaction of the ACD (whose judgement is final and binding) that he or the beneficial owner is qualified and entitled to own the affected shares, he shall be deemed on the expiration of that thirty day period to have given a request in writing for the redemption of all the affected shares pursuant to the COLL Sourcebook. 27
Page 1 and 2: Prospectus Of Clerical Medical Open
Page 3 and 4: DIRECTORY Authorised Corporate Dire
Page 5 and 6: Clerical Medical Open Ended Investm
Page 7 and 8: CONSTITUTION Clerical Medical Open
Page 9 and 10: Details of the directors of the ACD
Page 11 and 12: The Custodian The Depositary has de
Page 13 and 14: Should any shareholder require evid
Page 15 and 16: • Any other property will be valu
Page 17 and 18: On the occasions when the dilution
Page 19 and 20: • Applications may be made by com
Page 21 and 22: The ACD will waive the limits relat
Page 23 and 24: (or, if that day is not a business
Page 25: not issue new shares as part of tha
Page 29 and 30: DISTRIBUTIONS AND ACCUMULATION The
Page 31 and 32: THE FEES AND EXPENSES OF THE ACD AN
Page 33 and 34: THE FEES AND EXPENSES OF THE DEPOSI
Page 35 and 36: OTHER PAYMENTS OF THE COMPANY The f
Page 37 and 38: RISK FACTORS (a) Market Risk The in
Page 39 and 40: segregated liability is relatively
Page 41 and 42: (o) Anticipated Tracking Error The
Page 43 and 44: Shareholders who are UK resident no
Page 45 and 46: een utilised, there may be tax cons
Page 47 and 48: VOTING Voting rights Entitlement to
Page 49 and 50: In certain cases (for example, the
Page 51 and 52: On completion of a winding up of th
Page 53 and 54: The ACD and other companies within
Page 55 and 56: issues (ESMA/2012/832EN). Where a F
Page 57 and 58: APPENDIX I FUND DETAILS Name: Inves
Page 59 and 60: Share Classes: track the performanc
Page 61 and 62: APPENDIX II INVESTMENT AND BORROWIN
Page 63 and 64: In applying the limits above not mo
Page 65 and 66: voting rights in that body corporat
Page 67 and 68: Efficient portfolio management The
Page 69 and 70: (i) for transactions undertaken to
Page 71 and 72: APPENDIX III ELIGIBLE SECURITIES MA
Page 73 and 74: APPENDIX IV PAST PERFORMANCE 30/05/
Page 75 and 76: Scottish Widows’ Fund and Life As

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