Atlantic Pacific Australian Equity Fund - ADDITIONAL PDS DISCLOSURE
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Atlantic Pacific Australian Equity Fund ADDITIONAL PDS DISCLOSURE ATLANTIC PACIFIC AUSTRALIAN EQUITY FUND ARSN 158 861 155 Dated 1 February 2014 Issued by: One Managed Investment Funds Limited ACN 117 400 987 AFSL 297042 FUNDS MANAGEMENT
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E Purpose of this document Contents One Managed Investment Funds Limited (OMIFL, we, us and our) is the responsible entity of the Atlantic Pacific Australian Equity Fund ARSN 158 861 155 (Fund). We have issued About the Atlantic Pacific 1. a product disclosure statement (PDS) in respect of the Fund pursuant to Subdivision 4.2C of Division 4 of Part 7.9 of the Corporations Regulations 2001 dated 1 February 2014; Australian Equity Fund. . . . . . . . . 2 otherwise known as a ‘short-form PDS’. The information in this Additional PDS Disclosure forms part of the PDS for the Fund dated 1 February 2014. How the Fund works. . . . . . . . . . . 3 2. The information provided in the PDS and this Additional PDS Disclosure is general in nature Risks of managed investment 3. and does not take into account your personal financial situation or needs. You should read the PDS and this Additional PDS Disclosure together and seek independent schemes. . . . . . . . . . . . . . . . . . . . . . . . 5 financial advice tailored to your own needs and circumstances before making a decision about whether to invest in the Fund. How we invest your money. . . . 6 4. Capitalised terms in this document have the same meaning given to those terms in the Glossary set out in Section 9.5 of the PDS. 5. Fees and costs. . . . . . . . . . . . . . . . . . 7 6. Taxation. . . . . . . . . . . . . . . . . . . . . . . . 8 Disclaimer Additional Information.. . . . . . . . 8 7. Neither we, nor the Investment Manager, nor any of either of those parties’ related bodies corporate guarantee the performance of the Fund or the return of capital or income. 1. About the However, no absolute assurance can be given in relation to the liability of investors The founders of One Investment Group, Frank Tearle and Justin Epstein, have in Atlantic Pacific in the Fund because the ultimate liability of an investor in a unit trust has not been excess of 30 years’ collective experience in mergers and acquisitions, capital Australian Equity determined fully by the courts. markets, trusts management and corporate governance. One Investment Group’s Fund 1.3 About us Compliance Committee comprises a majority of independent members each with over 20 OMIFL is the responsible entity of the years’ relevant experience in areas including 1.1 Overview of the Fund Atlantic Pacific Australian Equity Fund funds management, investment banking, and also holds the assets of the Fund on capital markets, chartered accounting and The Atlantic Pacific Australian Equity trust for members of the Fund. OMIFL is a compliance. Biographies of One Investment Fund (Fund) offers a unique opportunity subsidiary of the One Investment Group. The Group’s founders are set out below. for investors to participate in a managed One Investment Group is an independent investment scheme which holds a core Australian funds management business that Frank Tearle – Founder and Executive portfolio of equity investments. The Fund focuses on investment management and Director will invest in a diversified portfolio of small services associated with funds management. to large cap Australian listed securities, and One Investment Group has staff with a Before founding One Investment Group, securities in respect of which listing has been diverse range of experience in the financial Frank served in various roles at Allco Finance proposed. Cash, cash equivalents, convertible services industry including: Group, including Head of Business Transition notes and derivatives may also be included. and Operations, Managing Director of the • Investment Management; Hong Kong office, fund manager of 2 trusts, The primary objective of the Atlantic Pacific • Fund Management; Director in the Corporate Finance team and Australian Equity Fund is to generate a General Counsel. Frank has been a non- • Custody; mixture of capital and income returns for executive director of several companies, investors with a high risk profile, over a 5 to 7 • Regulatory and Compliance; • Risk Management; including the manager of a Singapore listed year investment period. property trust and an APRA regulated The Unit price is listed on OMIFL’s website • Accounting; insurance company. He has more than 10 www.oneinvestment.com.au/Atlantic, or • Foreign Exchange and Derivatives; years’ experience working in major law can be obtained by emailing enquiries@ • Taxation; firms in Australia and the United Kingdom, oneinvestment.com.au or simply calling • Quantitative Analysis; and specialising in mergers and acquisitions, the investor service centre. The Unit price is capital markets, trusts management and updated on a monthly basis. • Legal. corporate governance. Frank has a Masters One Investment Group owns a number in International Business Law from the of responsible entities/trustees. Each of University of Technology, Sydney, a Bachelor 1.2 Limited liability for these entities holds an Australian Financial of Law (with Honours) from the University investors Services Licence and is licensed, pursuant of Leicester, and has completed the company The Constitution of the Fund provides that to the Corporations Act, to operate financial directors’ course at the Australian Institute of the liability of Unitholders is limited to the services businesses and to act as a custodian Company Directors. amount of their investment in the Fund. and responsible entity for registered schemes You should not, by reason alone of being and/or a trustee of unregistered schemes. Justin Epstein – Founder and Executive an investor or by reason of the relationship Entities within One Investment Group Director created with us as the responsible entity of the currently operate as responsible entity/ trustee for in excess of 100 registered and Justin was formerly the Investment Director Fund, be under any obligation personally to of the LJCB Investment Group, one of indemnify us or any creditor or any creditor of unregistered schemes and entities within the One Investment Group also act as investment Australia’s most significant private investment ours in the event of there being any deficiency houses. LJCB was diversified in terms of asset of assets of the Fund compared to the Fund’s manager for numerous investment funds. The total value of the assets within these schemes class, geographical and economic sector liabilities. The only rights, if any, of us or any investment and had significant international creditor of ours to seek indemnity should be is in excess of $2 billion. OMIFL is authorised under Australian Financial Services Licence investments in sectors including banking limited to the assets of the Fund. and financial services, petroleum, aviation number 297042. 2
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E and property. During his time at LJCB, Justin was responsible for sourcing and 2. How the Fund 2.4 Withdrawals from the Fund leading investment opportunities and also acted as Head of Corporate Finance for works When the Fund is ‘liquid’, you can make Global Aviation Asset Management, one of withdrawal requests for all or part of your the world’s largest aircraft lessors, managing 2.1 Can the Fund borrow? investment in the Fund in accordance with a modern portfolio of 53 aircraft on long the Constitution. term operating leases to airlines around the The Fund does not use a margin lending or loan facility. However, as part of its Redemption requests may be made by world. He has previously worked in group investment portfolio, the Fund may invest in submitting a written request to redeem all or strategy and business development for a derivatives. part of your investment to OMIFL. Requests major Australian investment bank, for the must be received on or before 2.00pm on Corporate Finance Restructuring division of Derivatives are used by the Investment the 14th day of each month (or if that day is Ernst & Young and for a specialised private Manager for the dominant purpose of more not a Business Day in New South Wales, by property finance and investment group. Justin efficiently gaining or reducing an economic 2.00pm on the next Business Day) in order to is also a Director of an investment company exposure, through the use of exchange- be considered for processing. primarily focused on equity investments traded derivatives, to the underlying reference and distressed debt opportunities. He holds assets of those derivatives. The Investment If accepted, the redemption request will be a Bachelor of Commerce (with Distinction) Manager’s practice is to use derivatives only processed at the relevant redemption price from the University of New South Wales. on a temporary basis, so that they are closed calculated as at the close of business on the out within a 28 day period. last Business Day of that month. 1.4 About the Investment There may be circumstances where derivatives Under the Corporations Act, the Fund will be considered ‘liquid’ if at least 80% of the Manager are not used for the dominant purpose of value of scheme property (i.e. the assets and more efficiently gaining or reducing economic The Investment Manager brings together exposure to the underlying reference assets of investments of the Fund) consists of liquid the skills and expertise of the following those derivatives. In such circumstances, the assets. Liquid assets include money in an individuals: notional derivatives exposure of the Fund account with a bank, bank accepted bills, (ie. the sum of the absolute short and long marketable securities, and other prescribed Nicolas Bryon – Fund Manager notional principal amounts of all derivatives, assets that the responsible entity reasonably adjusted for any offsetting exposures on the expects can be realised for their market value Nicolas is an experienced fund manager and within 14 days of the end of the current has been involved in analysing companies same asset on the same terms), will not exceed 10% of its net asset value, unless the exposure month. If you make a withdrawal request and managing portfolios within financial on or before 2.00pm on the 14th day of a markets for over 14 years. This experience has is attributable to circumstances that were not reasonably foreseeable by the Investment calendar month, then we will attempt to meet included managing billion dollar portfolios that request on the next redemption date, with leading global financial institutions as Manager such as unforeseen market movements or large redemption requests, and which will generally be the last Business Day well as numerous hedge funds investing in of that month. However, we may extend the Australia and global markets. Nicolas has the exposure is for a period of no more than three consecutive business days. time to meet the request if we are not able to been a portfolio manager utilising numerous meet this timeframe despite our reasonable strategies including ‘long-only’ Australian For further information in relation to the use efforts (for example, because a market is equities and ‘long/short’ Asia. of derivatives, please refer to Sections 3(f) suspended or closed). Nicolas holds a Bachelor of Economics with and 4.2(d) of this Additional PDS Disclosure document. If we receive requests for withdrawals with an Honours from Macquarie University and aggregate value of more than 25% of the Net RG146 qualifications from the Securities Asset Value of the Fund, then we may (at our Institute of Australia and Kaplan Professional 2.2 How to invest discretion) reduce each request pro rata so that Education. Units equalling a maximum of 25% of the You can download a copy of the Application Form and instructions on how to complete Net Asset Value of the Fund are withdrawn George Paxton – Fund Manager the application form at our website – at the next redemption date. If this occurs, George Paxton is a financial analyst with w w w.onei nve s t ment .c om.au /A t l a nt ic . then any part of your withdrawal request that an extensive portfolio of financial services Alternatively, please email us at enquiries@ is not satisfied will be automatically held over skills. Previous experience includes senior oneinvestment.com.au or call us on 02 to the next redemption date and dealt with positions providing banks and hedge funds 8188 1510 and we can email or post you an under the same principles. with actionable intelligence and analysis. Application Form. Units will be redeemed at a redemption price Prior to this, he specialised in corporate calculated on the redemption date on which finance advisory in London, with a focus on mergers and acquisitions and analysis within 2.3 Unit prices the redemption request is actually processed. This means that the redemption price will be the North American and European markets. Units will be issued at the Unit price calculated as at the date of processing, even He has extensive experience in valuation calculated on the date on which the Units are if the redemption request has been held over techniques, global accounting standards and issued, which is generally the last Business from a previous month. While the Fund is mergers and acquisitions. Day of the calendar month in which the liquid, the redemption price per Unit will be George holds a Bachelor of Arts majoring application money is received. Until Units determined as follows: in Law & Economics with Honours from are issued, the application money is held in Queen Mary & Westfield College, University a separate account pending the application Net Asset Value of Fund LESS transaction of London, and is a CFA charter holder. being processed and the monies invested in costs in selling any assets George also holds qualifications in RG146 the Fund. Interest will not be paid to you on application money. Units on issue from Kaplan Professional Education. The latest Unit price is listed on OMIFL’s website www.oneinvestment.com.au/ We may deny withdrawal requests in certain Atlantic, or can be obtained by emailing circumstances including where accepting the enquiries@oneinvestment.com.au or simply request would cause the Fund to cease to be calling the investor service centre. The Unit liquid, or where accepting the request would price is updated on a monthly basis. unfairly prejudice another Investor. We may also refuse to comply with any request if the requesting party does not satisfactorily identify themselves as the Unitholder. Withdrawal payments will not be made to third parties. 3
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E If the Fund is considered ‘illiquid’, then you 2.5 Calculation of the Unit (i) determining the income of the Fund will only be able to withdraw your investment for that period and then deducting from the Fund if there is a periodic withdrawal price all expenses incurred by the Fund offer currently open to all Investors. The (a) How and when the Unit price is and any provisions that we deem withdrawal price payable for each Unit if calculated appropriate and reasonable; the Fund is illiquid is the price published The Unit price is calculated by dividing (ii) dividing the distributable income in the relevant withdrawal offer. If the the Net Asset Value of the Fund (plus for that period by the number of Fund is illiquid, we are not obliged to make transaction costs) by the number of Units Units on issue on the last day of withdrawal offers. We offer no guarantee as on issue in the Fund. The Unit price is the Income Distribution Period to to the size of any withdrawal offer or whether calculated on the last Business Day of determine the distributable income or not a withdrawal offer will be made at all. each month. The Unit price is then listed per Unit; and If a withdrawal offer is made but there are on our website www.oneinvestment.com. (iii) multiplying the distributable not sufficient assets in the Fund to satisfy all au/Atlantic or is available by calling the income per Unit by the number of Investors’ withdrawal requests, then requests investor services centre on 02 8188 1510. Units held by you and rounding will be satisfied proportionately among those down the result to the nearest whole Investors wanting to withdraw. (b) Postponing the calculation of the cent. Unit price The Investment Manager expects the Fund to Your income entitlement may exceed remain liquid. However, the Fund’s ‘liquidity We have the right to postpone the the amount of income that you have to status’ may change over time, based on its calculation of the Unit price for the Fund include in your assessable income for investment assets. You should check OMIFL’s in the following circumstances: taxation purposes. You will be advised of website www.oneinvestment.com.au/Atlantic (i) During any period when a market the amount of your income entitlement for up to date information. on which any of the Fund’s assets that constitutes your assessable income are traded is closed otherwise than for taxation purposes. You should also keep in mind the following for regular holidays. matters with regard to withdrawals generally: We suggest you seek the advice of your (ii) During any period when trading taxation advisor or financial planner in (a) If the Fund is liquid, then the Unit price on a market on which any of the will be determined on the redemption respect of the above issues. Fund’s assets are traded is restricted date and will be adjusted for the buy/ or suspended. (c) Automatic reinvestment sell spread (ie. the transaction costs of (iii) During the existence of any state of All distributable income to which you are buying and selling investments) applying affairs as a result of which disposal entitled will be automatically reinvested at the time. of any of the Fund’s assets cannot into the Fund unless you give us written (b) If satisfying your withdrawal request be effected in a regular manner or notice that your entitlement, or any part would result in you holding less than the without materially prejudicing the of that entitlement, is to be paid to you. minimum holding, then we may redeem interests of Investors. You are entitled to vary or terminate your entire holding. The minimum (iv) During an emergency, including any request to us to pay your income holding amount may be adjusted (up or without limitation an emergency entitlement by notifying us in writing at caused by a mechanical or electronic any time. In order to receive your income down) by us at any time and is currently malfunction. entitlement, you must notify us in $10,000. We will update investors if the writing at least 30 days before the end of minimum holding requirement changes. (v) During any period when the the relevant Income Distribution Period. If we elect to increase the minimum to acquisition or realisation of the Fund’s assets or the transfer of Units issued as a result of income a level of holding which results in your funds involved in such acquisition entitlements being reinvested will be holding being less than the minimum issued on the last day of the relevant holding, then we may (after giving you or realisation cannot be effected at normal prices or normal rates of Income Distribution Period at the Unit 30 days’ notice) redeem your Units price calculated after making all income without receiving a withdrawal request exchange. distributions for the Income Distribution from you. (vi) If a moratorium is declared or Period. No cooling-off period applies to (c) If the Fund is illiquid and there is no other similar action is taken by Units issued pursuant to an automatic periodic withdrawal offer currently open, any governmental authority or reinvestment. regulatory body of a place within then you have no right to withdraw from which significant proportion of the the Fund. Fund’s assets are situated. 2.7 Transferring your (d) In satisfying a withdrawal request we Investment may transfer cash or Fund Investments of equivalent value (or a combination 2.6 Distributions You are free to transfer your Units in the of both) to a Unitholder. If we elect to (a) Your entitlement to income Fund, provided that you do so in accordance transfer assets, then we may deduct the with the requirements of the Constitution. A Unit in the Fund entitles you to You should be aware of any taxation or other reasonable costs of any transfer. participate in any profits or income financial implications that may arise upon (e) OMIFL is not required to pay any arising out of the purchase, management, the transfer of Units. We recommend that withdrawal proceeds out of our own disposal or general investment of the you consult your advisor before transferring moneys. assets of the Fund. The yield, if any, on Units. investments is calculated by reference to (f) If the Fund is illiquid, the withdrawal the Unit price on a monthly basis. price will be calculated by us in Your income entitlement for each Income 2.8 Reporting to Investors in accordance with the terms of any current withdrawal offer. Distribution Period will be determined the Fund as soon as practicable after 30 June each (g) We reserve the right to deduct from the year. Where an income entitlement is to As an Investor in the Fund, we will provide be distributed in cash, the distribution the following reports to you: withdrawal proceeds any bank charges and other similar bank fees incurred as will generally be made or automatically • A nnual Report: this includes the financial a result of payment of your withdrawal reinvested (see paragraph (c) below) statements for the Fund and an independent proceeds. We may also deduct from your within 90 days of the end of the financial auditor’s report. This may be accessed via year in question. www.oneinvestment.com.au/Atlantic; withdrawal proceeds any money due to us or any amount of tax we estimated to • Transaction reports: these reports (b) Calculating your income entitlement be payable by you or on your behalf. summarise all initial investments, Your entitlement to distributable income additional investments, withdrawals and is calculated by: payments made by you into the Fund; 4
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E • Taxation statement: this is issued annually trade to be executed within a favourable (ii) If the market moves against the and sets out relevant taxation information. timeframe. It is also possible that assets Fund’s position, the Fund will be usually considered ‘liquid’ may be required to deposit additional funds illiquid for a period. This could occur in order to maintain its position. In 3. Risks of managed if, for example, market conditions make it difficult or impossible to liquidate other words, it might be asked to ‘top up’ its account and those additional investment positions. The Investment Manager may arrange for monies may be substantial. If the Fund fails to provide those schemes the Fund to invest in illiquid securities if it believes it is in the best interest of additional funds immediately, then the broker may sell some or all of We refer you to Section 4 of the PDS which Investors. There may also be times where the Fund’s positions and the Fund contains a non-exhaustive summary of the Fund Investments are not readily saleable will be liable for any losses incurred. significant risks of investing in a managed if, for example, market conditions fall. (iii) To mitigate these risks, the investment scheme generally and some of the Subject to the Fund being ‘liquid’ you Investment Manager may place specific risks of investing in the Fund. We are able to send withdrawal requests to contingent orders such as a ‘stop encourage you to read Section 4 of the PDS us by the 14th day of a calendar month loss’ order which can potentially in conjunction with this Section. to be processed. However, if withdrawal limit any loss. A stop loss order is We have set out below more information on requests are received that exceed 25% of typically executed at or near the some of the specific risks referred to in the the Net Asset Value of the Fund, then price or value requested, but is PDS and also included are some additional we may (at our discretion) reduce each not guaranteed at the exact level. risks that are relevant to the Fund. request on a pro rata basis so that Units Accordingly, stop loss orders may equalling a maximum of 25% of the Net not limit losses to the exact amount (a) Investment risk generally Asset Value of the Fund are redeemed specified. When deciding whether to invest in the in total. If this occurs, then any part (iv) A high degree of leverage can be Fund, you must decide whether, given the of your withdrawal request that is not obtained by trading in derivative nature of the investments the Fund may satisfied will be automatically held over products because a relatively small make, your financial situation permits and will apply at the next redemption amount may be invested to gain a you to participate in an investment that date (subject to the same maximum large exposure to price movements involves a high degree of risk. You should redemption limit). There is therefore of the underlying asset or index. be aware that it is possible you may lose a risk you may not be able to access Having small initial margin a substantial portion or even all of the all of your money when you make a requirements can work against the monies you invest. withdrawal request. Neither OMIFL nor Fund as well as for the Fund. The There is a risk that changes in economic the Investment Manager guarantees the use of leverage can lead to large conditions, including but not limited to liquidity of the Fund Investments. losses as well as large gains. The interest rates, inflation rates, employment (e) Counterparty risk impact of leverage is that even conditions, competition, technological A loss may occur if the other party to a a slight fluctuation in the price developments, political and diplomatic contract, such as a derivatives contract or value of the underlying asset events and trends, and tax laws can or lending arrangement (cash or stocks), or index could mean substantial affect substantially and adversely the defaults on their obligations under the gains when these fluctuations are business and prospects of the Fund. contract. in the Fund’s favour, but could None of these conditions are within our, also mean considerable losses if or the Investment Manager’s, control, Counterparty risk arises primarily from the fluctuations are to the Fund’s and no assurances can be given that such investments in derivatives and currency detriment. developments will be anticipated. transactions. Substantial losses may be incurred if a counterparty fails to deliver It is important to note that derivatives (b) Market risk on its contractual obligations. are used by the Investment Manager for the dominant purpose of more efficiently The value of Fund Investments may (f) Risks of derivative trading gaining or reducing an economic fluctuate for a variety of reasons, exposure, through the use of exchange- including as a result of changes in As part of its investments, the Fund invests in futures contracts, options traded derivatives, to the underlying economic and legal conditions, market reference assets of those derivatives. The sentiment, government regulations, on futures contracts, and options on securities, which are referred to Investment Manager’s practice is to use political events, economic cycles, natural derivatives only on a temporary basis, so disasters and changes in technology. A as ‘derivatives’. A derivative is an instrument whose price movement is that they are closed out within a 28 day downwards move in the general level period. of the equity market may also have a based on the movement in an underlying negative influence on the performance asset or index. Derivative markets can There may be circumstances where of the Fund. The effects on the value of be highly volatile. Typically, movements derivatives are not used for the dominant each underlying Fund Investment will in the price of the derivative compared purpose of more efficiently gaining or vary as a result of these market factors to the underlying reference asset or reducing economic exposure to the and cannot be predicted with certainty. index are magnified. This means that underlying reference assets of those there can be a kind of ‘built in leverage’ derivatives. In such circumstances, the (c) Investment specific risk (or ‘internal gearing’) associated with notional derivatives exposure of the The price of a specific investment of the trading in derivatives. This increases the Fund (ie. the sum of the absolute short Fund may be affected by market risk potential for profit in the Fund, but also and long notional principal amounts of (see above) but also by factors which are increases the potential losses. all derivatives, adjusted for any offsetting specific to that investment. For example, The risk of loss in trading in derivatives exposures on the same asset on the the value of a direct or indirect investment contracts can be substantial for the same terms), will not exceed 10% of in the shares of a particular company following reasons: its net asset value, unless the exposure may be affected by unexpected changes (i) Investors such as the Fund could is attributable to circumstances that to the operations and performance sustain a total loss of the amount were not reasonably foreseeable by the of the company. This may result in invested to establish or maintain a Investment Manager such as unforeseen investments not performing in line with contract, but the loss is not limited market movements or large redemption the Investment Manager’s expectations. to that amount. In other words, the requests, and the exposure is for a period Fund could lose additional money of no more than three consecutive (d) Liquidity risk business days. Markets may lack liquidity because of beyond the monies originally insufficient trading activity and this invested to open a position. may make it difficult or impossible for a 5
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E (g) Reliance on Investment Manager (m) Lack of operating history (a) Listed securities The financial performance of the Fund The Investment Manager is a recently The investment universe which the depends primarily on the level of skill and formed entity and therefore has a Investment Manager has chosen includes performance of the Investment Manager, relatively short operating history. all listed securities on the Australian and the successful implementation of However, the directors and fund Stock Exchange. The Investment the investment strategies utilised by its managers who represent the Investment Manager intends to manage these portfolio managers. There is a risk that Manager have skills and experience in securities subject to there being sufficient the Investment Manager may make using the investment strategies to be liquidity in each individual stock. A poor investment decisions or that its implemented by the Fund. Nevertheless, normal guideline which the Investment investment methods are inappropriate there can be no assurance whatsoever Manager will adopt is that a position size or incorrect, resulting in poor or nil that the Fund will achieve its investment in the portfolio cannot be more than two returns. objectives. weeks’ average value (volume multiplied by price). For example, if a security (h) Emergencies (n) Start-up period trades 500,000 shares per day and the It is possible that regulatory bodies could The Fund may experience certain risks average price of the security is $0.50, declare an emergency in a particular and costs associated with the start-up then the maximum portfolio position transaction and suspend trading, order phase of its operations. Investment may will be $2.5 million. These limits are not immediate settlement or order that commence at an inappropriate time and definitive rules, but indicative in order to trading in the contract be for liquidation funds initially available for investment preserve the liquid status of the Fund. only. may be limited, resulting in concentrated The Investment Manager intends investment strategies. (i) Redemption risk to manage a diversified portfolio of The Investment Manager intends to Australian securities. Typical position manage the Fund such that it will be sizes will range from 1% to 5% for an liquid at all times. While the Fund is liquid, you may send withdrawal requests 4. How we invest individual security but can be up to 10% of the Fund’s assets. The portfolio to us by the 14th day of a calendar month to be processed. However, if withdrawal your money will typically have 20-40 individual underlying securities. The allowable requests are received that exceed 25% weight range in the Fund for these types of the Net Asset Value of the Fund, 4.1 Investment philosophy of investments will be 0% to 100% of the then we may (at our discretion) reduce The Investment Manager believes that Fund’s assets. each request on a pro rata basis so that markets are fundamentally inefficient and The selection of securities will be only Units equal to a maximum of 25% that active management will result in higher determined utilising the investment of the Net Asset Value of the Fund are than ‘benchmark’ returns. The Fund has framework of the Investment Manager. redeemed. If this occurs, then your adopted the S&P/ASX200 Accumulation This analytical framework includes redemption request will be automatically Index as the benchmark for its performance. Fundamental, Catalyst, Macroeconomic, held over in respect of any part of your and Quantitative analysis. These are The Investment Manager also believes that, withdrawal request that is not satisfied explained in more detail in Section 5 of on review of many markets globally, no and will apply at the end of the next the PDS. individual style or method of investing will month. There is therefore a risk that There is an allowance to include pre-IPO always ensure outperformance in terms of you may not be able to access all of your companies which have an expectation return on investment. In light of this, the money when you make a redemption of listing. The maximum weight in the Investment Manager may adopt a ‘value’, request even if the Fund is liquid. Fund for these types of investments will ‘growth’ or ‘momentum’ style bias, for Investors should regard their investment be 10% of the Fund’s assets. example, depending on where the market is as long term and illiquid. in its investment cycle. In other words, the (b) Cash and cash equivalents The Investment Manager may invest in Investment Manager will manage the Fund’s illiquid assets in the future if it believes Selection of cash and cash equivalents are assets with no deliberate style bias. determined on the basis of maximising it is in the best interests of Investors to do so. If the Fund has illiquid assets Further, the Investment Manager believes the yield on available cash balances. which comprise 20% or more of the that in the short term, the market values of For example, bank-backed transaction Fund’s total assets, then the Fund will be any given security are driven by sentiment in or savings accounts, cash management considered ‘illiquid’, in which case you relation to discrete events that may or may accounts or short term commercial paper can only withdraw from the Fund if we not occur. Consequently, a security price may may be used to maximise the yield on make a withdrawal offer to all Investors. deviate from what the Investment Manager available cash balances. The allowable We are not obliged to make a withdrawal believes its intrinsic value to be and present weight range in the Fund for these types offer. opportunities for investment. of investments will be 0% to 100% of the The investment strategies and guidelines of Fund’s assets. (j) Interest rate risk the Investment Manager are set out in Section Changes in interest rates may have 5 of the PDS. a negative impact, either directly or (c) Convertible notes indirectly, on investment returns. The same process for deciding to invest in (k) Distribution risk on termination 4.2 What can the Fund an equity security applies to a convertible invest in? note. While the security is generally Although it is expected that on deemed a debt instrument, it is the termination of the Fund, we will As indicated previously, the Fund will expectation of the Investment Manager liquidate all of the Fund Investments predominantly invest in a diversified that only convertible notes associated and distribute only cash to the Unit portfolio of small to large cap Australian with reputable companies (based on holders, there can be no assurance that listed securities, and securities in respect of appropriate debt covenants and expected this objective will be attained. which listing has been proposed. Cash, cash company performance) will be allowed (l) Fund risk equivalents, convertible notes and derivatives into the Fund. They are generally not may also be included. listed and will be illiquid. In addition, As with all managed funds, there are risks Set out below is a brief explanation of the a convertible note will allow the holder particular to the Fund, including that types of investments in which the Fund to convert to equity under certain OMIFL could be removed as responsible usually invests, and the investment guidelines circumstances. The maximum weight in entity, or APSEC Funds Management Pty which the Investment Manager will adopt the Fund for these types of investments Ltd could be replaced as the Investment when selecting investments for the Fund: will be 10% of the Fund’s assets. Manager. Such changes could impact on the success of the Fund. 6
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E (d) Derivatives • Implementing Buy/Write strategies. 5.3 Administration expenses Derivatives are used by the Investment The Investment Manager may sell call options in a stock which is held in We may recover unusual expenses (such as Manager for the dominant purpose of the Fund’s portfolios. The strategy’s costs of unit holder meetings, changes to more efficiently gaining or reducing an purpose is to accrue additional the Constitution and defending or pursuing economic exposure, through the use income for the Fund. The number legal proceedings) from the Fund. Whilst it of exchange-traded derivatives, to the of call options sold is limited by the is not possible to estimate such expenses with underlying reference assets of those number of physical shares of the same certainty, we anticipate that the events that derivatives. The Investment Manager’s stock within the portfolio. Hence the give rise to such expenses will rarely occur. practice is to use derivatives only on a temporary basis, so that they are closed position is at all times fully covered. out within a 28 day period. In other words, if the options are 5.4 Performance Fee There may be circumstances where exercised there is physical stock to assign. For example, if the Fund has (a) When is the Investment Manager derivatives are not used for the dominant entitled to a performance fee? purpose of more efficiently gaining or 10,000 units of a blue chip security reducing economic exposure to the in a portfolio, then the Investment If: underlying reference assets of those Manager could sell 100 units of that (i) the investment return of the Fund derivatives. In such circumstances, the security call options against this (before payment of management notional derivatives exposure of the position so long as the lot size is 100; fees to the Investment Manager Fund (ie. the sum of the absolute short • Buying company put options. The and the Responsible Entity) is more and long notional principal amounts of Investment Manager may buy put than 3.0% per annum greater than all derivatives, adjusted for any offsetting options in a stock that is contained the return generated by the S&P/ exposures on the same asset on the in the portfolio. The number of put ASX200 Accumulation Index same terms), will not exceed 10% of options bought is limited by the (‘Performance Hurdle’); and its net asset value, unless the exposure number of physical shares of the same (ii) the ‘High Water Mark’ (as defined is attributable to circumstances that stock the Fund owns in the portfolio. below) of the Fund for the previous were not reasonably foreseeable by the Buying put options is used to protect month has been exceeded, Investment Manager such as unforeseen the downside of an existing position; then the Investment Manager will be market movements or large redemption • Naked Selling of Company or paid a performance fee of 15% (including requests, and the exposure is for a period Index Call Options. The Investment GST and net of reduced input tax credits) of no more than three consecutive Manager will not sell call options of any amount by which the investment business days. where there is no effective economic return of the Fund (before payment The derivatives to be used by the exposure to the underlying asset; and of management fees to the Investment Investment Manager will be: • Naked Selling of Company or Index Manager and the Responsible Entity) • A SX200 Equity Index Futures and Put Options. The Investment Manager is more than 3.0% per annum greater Options; and will not sell put options under any than the return generated by the S&P/ • A SX200 Company options listed on circumstances. ASX200 Accumulation Index. Australian stock exchanges. (b) How and when is the performance fee The Investment Manager will not use calculated? OTC derivatives (ie. over-the-counter derivatives which are traded directly 5. Fees and costs The Responsible Entity will pay to the Investment Manager 15% (including between two parties, without going GST and net of reduced input tax credits) through an exchange), and all derivatives 5.1 General of any amount by which the investment will be traded through a licensed This Section contains a further explanation return of the Fund (before payment exchange. of the fees and costs of the Fund. You should of management fees to the Investment Specific examples of typical use of these read this Section in conjunction with Section Manager and the Responsible Entity) derivatives are as follows: 6 of the PDS. is more than 3.0% per annum greater • Buying Index Futures to quickly gain The fees set out below are quoted inclusive of than the return generated by the S&P/ exposure to the Australian equity GST and net of reduced input tax credits that ASX200 Accumulation Index, provided market. Cash or cash equivalents in are expected to be available to the Fund. that the Performance Hurdle described the portfolio will back these contracts; in section 5.4(a) has been met and the High Water Mark has been exceeded. • Selling Index Futures to quickly reduce 5.2 Management fees exposure to the Australian equity The ‘High Water Mark’ of the Fund market. The Investment Manager may, The management fee we are entitled to charge is the highest Gross Asset Value of the for example, sell Index Futures more is described in Section 6.1 of the PDS. We Fund at the end of a previous month, quickly than the Investment Manager will pay the costs of administrative, and divided by the number of Units on issue. could sell individual Australian stocks registry services out of our management fee. The High Water Mark will be exceeded held within portfolios. This would if the highest Gross Asset Value of the The Administrator is subject to a minimum Fund per Unit at the end of the current have the effect of reducing equity fee arrangement with OMIFL. The risk in the portfolios and raising month exceeds the highest Gross Asset Administrator’s minimum monthly fee is Value of the Fund per Unit as calculated cash. Individual shares could then $3,000 (with an early termination fee payable be reduced in a more orderly fashion at the end of the previous month. if the administration contract is terminated in knowing that the overall exposure to the first 3 years of up to $36,000) (Minimum If the above conditions are met, the the share market had been reduced. Fees). If, at any time the management fee performance fee is determined at the end The Investment Manager would only charged by OMIFL is not sufficient to meet of each month. sell index futures contracts which the Minimum Fees and the Investment (c) When is the performance fee paid? are covered by equities or cash in the Manager has not paid the Minimum Fees, portfolio. The Investment Manager If a performance fee is payable, then it then the Fund will pay the Minimum Fees. will accrue monthly and be paid within will not establish a net short exposure to equities by selling index futures; The performance fee payable to the Investment 30 days of the end of the relevant quarter. Manager is summarised in Section 6.1 of the PDS and set out in Section 5.4 below. 7
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D A D D I T I O N A L P D S D I S C LO S U R E (d) What if the Fund underperforms? includes provisions dealing with, among The Investment Manager is entitled to be If either the Performance Hurdle is not other things: paid an investment management fee for the met or the High Water Mark of the Fund • the term of the Fund; provision of the investment management is not exceeded by the performance of • the powers, duties and obligations of the services. This fee will be paid to the the Fund in the current month, then responsible entity; Investment Manager by OMIFL out of its no performance fee is payable for that own management fees, and will not be an • the fees and expenses which can be paid out additional cost for the Fund. month. of the Fund; Any negative performance (or under • liability and indemnity of the responsible performance) will be carried forward. Administration Agreement entity; • amendment of the Constitution; Under the Administration Agreement, OMIFL engages the Administrator to 6. Taxation • meetings of members; • calculation and payment of distributions. provide various services in relation to the Fund, including maintenance of financial and It is likely that Unitholders will be required accounting records and financial statements, to pay tax in relation to their investment in Compliance Plan documentation and processing of payments this Fund. Generally, you will pay income or and correspondence to investors, and The Compliance Plan sets out the way in associated registry services. The Administrator capital gains tax. However, it may be possible which the responsible entity will ensure must provide the degree of the skill and care to claim tax credits or have the benefits compliance with the Constitution and the reasonably expected by a professional fund of certain concessions. You should seek Corporations Act. The Compliance Plan administrator in carrying out the services, professional advice on this issue. outlines the principles and procedures and may sub-contract its duties with the prior Your tax liability ultimately depends on your OMIFL will invoke to ensure we comply circumstances – for example, whether you consent of OMIFL. with the provisions of the Corporations Act, are an Australian resident. It is therefore ASIC policy, and the Fund’s Constitution. OMIFL will indemnify the Administrator important that you seek professional advice It focuses on the systems in place to assist from all liability arising in connection before you invest or deal with your investment. in competent management of the Fund. The with the provision of services under this We will send you the information you need Compliance Plan has been lodged with ASIC. Agreement, other than liability arising from each year to help you to complete your tax material breach of the agreement or gross Issues covered by the Compliance Plan negligence or misconduct. The Administrator return. include procedures for complaints handling, must indemnify OMIFL for all claims arising We will distribute income and capital gains, applications, distributions, monitoring from reliance on information provided if any, as soon as possible after 30 June each and resolution of suspected breaches of by the Administrator, or failure by the year. Distributions could comprise: the Corporations Act, accounts and record Administrator to comply with its obligations keeping, valuations, registry, audits, fees, under the agreement. • income (like dividends and interest); related party transactions, conflicts of interest • net taxable capital gains (from the sale of and disclosure and reporting requirements. This agreement may be terminated by either the Fund’s investments); and party if there is a material breach, or by • tax credits (such as franking credits Investment Management Agreement OMIFL on 90 days’ notice. attached to dividend income and credits for The Administrator is entitled to be paid fees tax paid on foreign income). The Fund has entered into an agreement with the Investment Manager regarding and be reimbursed for expenses. Additionally, Australian residents are management of Fund Investments. The key See Section 5.2 of this document for detail generally subject to capital gains tax on gains terms of the agreement address the following regarding the fee arrangements with the when they withdraw any money or transfer issues: Administrator. units. • decision making procedures and Depending on your status as a taxpayer, limitations, duties and powers of the Privacy and the length of time you have held your Investment Manager in providing investment management services to the OMIFL will only collect, hold and use Units, you may be entitled to a capital gains Fund; personal information for the following concession which can reduce the liability by purposes: up to one-half. • internal controls, performance standards and methods of assessing performance; • To meet OMIFL’s legal obligations; If you choose not to provide us with your • insurance and reporting obligations of the • To consider investment applications and Tax File Number (TFN) or Australian Investment Manager; approaches; and business number (ABN) and do not have an exemption, we must deduct tax at the highest • payment of investment management fee • To communicate with investors about their personal rate, plus the Medicare levy, before and performance fee; and investment. passing on any distribution to you. • communication and dispute resolution OMIFL only uses and discloses personal We will hold and manage your personal mechanisms. information about investors for the purpose details including your TFN and ABN in strict for which it was disclosed to OMIFL or Under the agreement, the Investment related purposes which would reasonably be accordance with the law. Manager indemnifies OMIFL and the Fund expected. This includes disclosing personal against all liabilities or loss incurred in information to third parties who provide connection with any breach of the agreement services in connection with OMIFL’s 7. Additional by the Investment Manager where such breach is caused by negligence, wilful default products and services or to your nominated financial advisor. Information or dishonesty. OMIFL will indemnify the Investment Manager for any loss incurred in OMIFL may from time to time use your connection with any breach of the agreement personal information to inform you of 7.1 General by OMIFL as responsible entity, and where investment opportunities or to provide the Investment Manager acts on any bona fide information about products and services This Section contains further detail regarding which we expect may be of interest to you. documentation relevant to the Fund. You decision made under the agreement. However, we do respect your right to ask us should read this Section in conjunction with The agreement may be terminated by either not to do this. Section 9 of the PDS. party if the other party goes into liquidation, or is in material default for more than 28 days For a copy of OMIFL’s privacy policy, please Constitution after receipt of notice of default. OMIFL may go to www.oneinvestment.com.au. also terminate the agreement on one month’s The Constitution is the document establishing notice in circumstances where it is anticipated the Fund. The Constitution sets out the way that the Fund will be wound up. in which the Fund must be managed, and 8
Atlantic Pacific Australian Equity Fund PRODUCT DISCLOSURE STATEMENT ATLANTIC PACIFIC AUSTRALIAN EQUITY FUND ARSN 158 861 155 Dated 1 February 2014 Contents Important Information This PDS contains a summary of significant information 1. About One Managed Investment Funds Limited. . . . . . . . 2 in relation to the Atlantic Pacific Australian Equity Fund ARSN 158 861 155. It also includes references to additional 2. How the Fund works. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 important information (all of which forms part of this PDS) contained in the document titled ‘Additional PDS Disclosure’, 3. Benefits of investing in the Fund. . . . . . . . . . . . . . . . . . . . . . . . 3 which can be obtained at no cost by calling One Managed Investment Funds Limited (Phone: 02 8188 1510) or by downloading it from the website www.oneinvestment.com. 4. Risks of managed investment schemes. . . . . . . . . . . . . . . . . 4 au/Atlantic. You should read and consider both the PDS and the Additional PDS Disclosure before making a decision about 5. How we invest your money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 whether to invest in the Fund. 6. Fees and costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 The information provided in this PDS and the Additional PDS Disclosure is general in nature and does not take into account 7. How managed investment schemes are taxed. . . . . . . . . . 7 any investor’s personal financial situation or needs. Investors should seek independent financial advice tailored to their 8. How to apply.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 own needs and circumstances before making a decision about whether to invest in the Fund. This PDS does not constitute an offer or invitation in any place in which, or to any person 9. Additional information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 to whom, it would not be lawful to make such an offer or invitation, including in particular persons in the United States of America, Canada or any of their territories or protectorates. Updated information Information in this PDS is subject to change from time to time and may be updated by us if it is not materially adverse to you. Updated information can be obtained at any time from the website www.oneinvestment.com.au/Atlantic. Also, a paper copy of updated information may be provided to you free of charge upon request by contacting One Managed Investment Funds Limited as per the details provided above. FUNDS MANAGEMENT Issued by: One Managed Investment Funds Limited ACN 117 400 987 AFSL 297042
AT L A N T I C PAC I F I C AU S T R A L I A N E Q U I T Y F U N D P R O D U C T D I S C LO S U R E S TAT E M E N T 1. About One Separately, OMIFL will also hold the Fund’s assets on trust for the members 2. How the Fund Managed of the Fund. works Investment Funds The Investment Manager Unit prices will be displayed on OMIFL’s Limited APSEC Funds Management Pty Ltd website – www.oneinvestment.com. (Investment Manager) is the investment au/Atlantic You should read the important manager of the Fund. The Investment For a copy of OMIFL’s unit pricing information about the Fund before Manager is an Authorised Representative policy, please contact OMIFL. making a decision. Go to the within the APSEC Group. The Investment ‘Atlantic Pacific Australian Equity Manager’s role is to select and manage Fund Additional PDS’ available from the Fund’s investments. The Investment The Fund is a unit trust in structure. This www.oneinvestment.com.au/Atlantic; Manager has entered into a management means that as an Investor you have a fixed in particular Section 1 titled ‘About agreement with OMIFL. beneficial interest in the assets of the Fund the Atlantic Pacific Australian Equity calculated as the proportion your Unit Fund’. APSEC Funds Management Pty Ltd is holding bears to all of the Units in the a recently formed funds management Fund which have been issued. You do not The material relating to ‘About the company operated by personnel experienced however have a right to demand that any Atlantic Pacific Australian Equity in funds management and research across particular assets of the Fund be transferred Fund’ may change between the time Australian and Global Equities. to you. when you read this PDS and the day on which you sign the Application Form. The Investment Manager brings together The issue price of your Units is determined the skills and expertise of the following on the last Business Day of each month. individuals: In general terms, the price per Unit is determined by dividing the total current 1.1 Managed investments Nicolas Bryon – Fund Manager value of the Fund’s assets (after deducting generally Nicolas is an experienced fund manager any liabilities) plus transaction costs, by the One Managed Investment Funds Limited and has been involved in analysing number of Units on issue. As a result, the is the responsible entity of the Atlantic companies and managing portfolios within Unit price may be influenced by movements Pacific Australian Equity Fund, which is a financial markets for over 14 years. This in the value of the Fund’s investments at a managed investment scheme. experience has included managing billion particular point in time. In other words, dollar portfolios with leading global the Unit price may vary as the market value When you invest your money in a managed of the Fund Investments rises and falls. investment scheme, your money is pooled financial institutions as well as numerous together with other people’s money. If you hedge funds investing in Australia and When buying or selling Units, the Unit invest in the Atlantic Pacific Australian global markets. Nicolas has been a portfolio price you pay or receive will also be adjusted Equity Fund (Fund), your money will be manager utilising numerous strategies on account of the buy-sell spread. The buy- pooled with that of other investors and including ‘long-only’ Australian equities sell spread is an adjustment which takes used to buy and sell investments on behalf and ‘long/short’ Asia. into account any buying and selling costs of all Investors in the Fund. This means Nicolas holds a Bachelor of Economics associated with the underlying assets of the that, through the Fund, you may be able with Honours from Macquarie University Fund (e.g. brokerage). to access certain investments which you and RG146 qualifications from the would not otherwise be able to access, Securities Institute of Australia and Kaplan You should read the important your transaction costs may be reduced Professional Education. information about applications, because we are able to secure lower fees due withdrawals and distributions to economies of scale gained by investing before making a decision. Go to the George Paxton – Fund Manager through the Fund, and you will have access ‘Atlantic Pacific Australian Equity to the knowledge of the Fund’s Investment George Paxton is a financial analyst with Fund Additional PDS’ available from Manager. an extensive portfolio of financial services www.oneinvestment.com.au/Atlantic; skills. Previous experience includes senior in particular Section 2 titled ‘How the positions providing banks and hedge funds Fund works’. 1.2 About the Fund with actionable intelligence and analysis. Prior to this, he specialised in corporate The material relating to applications, The Fund will invest in a diversified withdrawal and distributions may portfolio of small to large cap Australian finance advisory in London, with a focus on mergers and acquisitions and analysis change between the time when you listed securities, and securities in respect read this PDS and the day when you of which listing has been proposed. within the North American and European markets. He has extensive experience in sign the Application Form. Cash, cash equivalents, convertible notes and derivatives may also be included. valuation techniques, global accounting Further information regarding the Fund standards and mergers and acquisitions. Investments is set out in Sections 3 and 5 George holds a Bachelor of Arts majoring 2.1 Minimum investment of this PDS. in Law & Economics with Honours from Queen Mary & Westfield College, The minimum investment you may make in the Fund is $10,000. You may make The Responsible Entity University of London and is a CFA charter additional investments in addition to this holder. George also holds qualifications One Managed Investment Funds Limited in RG146 from Kaplan Professional minimum investment in amounts of no less (OMIFL) is the responsible entity of the Education. than $5,000. Fund. It holds an Australian Financial When making your initial application Services Licence (no. 297042) which you must complete an Application Form authorises it to act in this role. which can be found on our website – The role of OMIFL is to ensure that www.oneinvestment.com.au/Atlantic. See the Fund is operated and managed in Section 8 on how to apply. OMIFL reserves accordance with the Fund’s Constitution the right to accept or reject any applications and the requirements of the Corporations for Units. Act. 2
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