Canaccord Genuity Investment Funds Plc - Prospectus dated 8 March 2021 An Investment Company with variable capital structured as an umbrella fund ...
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Canaccord Genuity
Investment Funds Plc
Prospectus dated 8 March 2021
An Investment Company with variable capital structured as an umbrella fund
with segregated liability between sub-funds
CGIF Prospectus | March 2021 1CANACCORD GENUITY INVESTMENT Contents
FUNDS PLC (the Company) is an umbrella
fund with segregated liability between sub- Important information 3
funds. The Company is incorporated with Directory 4
limited liability as an open-ended umbrella Definitions 5
investment company with variable capital Principal features 7
under the laws of Ireland with registered Investment objective and policies 8
number 367917 and authorised under the How to buy shares 8
European Communities (Undertakings How to sell shares 10
for Collective Investment in Transferable How to switch between funds 10
Securities) Regulations, 2011 (as amended). Dividends 10
Meetings and reports to shareholders 11
The Directors of the Company whose Taxation 11
names appear in the Directory on page 5 Sustainability Disclosures 16
accept responsibility for the information Risk factors 16
contained in this Prospectus (and in the
various Supplements issued in relation to Appendix I
its Funds). To the best of the knowledge and Investment restrictions 20
belief of the Directors (who have taken all Efficient portfolio management 22
reasonable care to ensure such is the case) Abusive trading practises 23
the information contained in this document Borrowing and leverage 23
is in accordance with the facts and does not
omit anything likely to affect the import Appendix II
such information. Management and administration 24
Date: 8 March 2021 The management company 24
Administrator 25
A & L Goodbody Depositary 25
Solicitors Investment manager 26
Distributors 26
Paying agents 26
Auditors 26
Portfolio transactions and share dealing 26
Charges and expenses 26
Appendix III
Valuation of assets and temporary suspension of determination of net asset value 28
Publication of prices 29
Conditions relating to repurchase of shares 29
General information 30
Appendix IV
Permitted stock exchanges and markets 34
Appendix V
List of sub-custodians 35
CGIF Prospectus | March 2021 2Important information on behalf of or attributable to any Fund shall be It is the responsibility of any person in
discharged solely out of the assets of that Fund. possession of this Prospectus and of any
This Prospectus replaces the Prospectus person wishing to apply for Shares to inform
dated 24 January 2018. All Shares have been approved for listing
himself of and to observe all applicable laws
on the Official List and trading on Euronext
If you are in any doubt about the contents and regulations of relevant jurisdictions.
Dublin. Details of the Shares which have been
of this Prospectus, you should consult admitted and are listed on Euronext Dublin Distribution of this Prospectus is not
your stockbroker, bank manager, solicitor, are set out in the Supplements. Where Shares authorised in any jurisdiction unless
accountant or an independent financial have not yet been listed, their listing will accompanied by a copy of the then latest
adviser. Shares are offered on the basis of become effective on or about the day after published annual report and audited accounts
the information contained in this Prospectus the closing date of the Offer Period for each of the Company and, if published after such
and the documents referred to herein. No relevant Share Class. report and accounts, a copy of the then latest
person is authorised to give any information semi-annual report and unaudited accounts.
or to make any representations concerning This Prospectus together with the relevant
Such reports and this Prospectus together
the Company other than as contained in Supplement issued in relation to a Fund,
form the Prospectus for the issue of Shares
this Prospectus, and any purchase made which includes all information required
in the Company.
by any person on the basis of statements to be disclosed by the listing requirements
or representations not contained in or of Euronext Dublin, will constitute listing Distribution of this Prospectus in certain
inconsistent with the information and particulars for the purposes of the listing of jurisdictions will require that the Prospectus
representations contained in this Prospectus such Shares on Euronext Dublin. The Directors be translated into other languages. Where
shall be solely at the risk of the purchaser. do not anticipate that an active secondary such translation is required and authorised
market will develop in relation to the Shares. by the relevant Investment Manager, the
The Directors of the Company whose It is not the current intention of the Directors translated version of the Prospectus will
names appear in the Directory on accept to list the Shares of the Company on any other accord in all respects with the English version.
responsibility for the information contained stock exchange.
in this Prospectus. To the best of the A subscription charge of up to 5% of either
knowledge and belief of the Directors Neither the admission of Shares of the (i) the full amount paid to the Company,
(who have taken all reasonable care to ensure Company to the Official List and to trading or (ii) the Net Asset Value per Share may be
such is the case) the information contained on the Main Securities Market of Euronext payable to the Company or such third party
in this document is in accordance with Dublin, nor the approval of the Prospectus as it may direct. Unless otherwise stated in
the facts and does not omit anything likely pursuant to the listing requirements of the relevant Supplement, the subscription
to affect the import of such information. Euronext Dublin, shall constitute a warranty charge will be based on the full amount paid
or representation by Euronext Dublin as to to the Company. In the event that such charge
The Company is structured as an open- the competence of service providers to or is imposed, the difference at any one time
ended umbrella fund with segregated any other party connected with the Fund, between the sale and repurchase price of
liability between sub-funds. The Company the adequacy of information contained in the Shares means that the investment should
was incorporated with limited liability as Prospectus or the suitability of the Fund for be viewed as medium to long term.
an investment company with variable capital investment purposes.
on 26 February 2003 under the laws of Ireland Shareholders are entitled to benefit, are bound
and is authorised by the Central Bank of The Company has segregated liability by and are deemed to have notice of, the
Ireland (the Central Bank) as an undertaking between its Funds and accordingly any liability provisions of the Constitution of the Company.
for collective investment in transferable incurred on behalf or attributable to a Fund
None of the Shares has been or will be
securities pursuant to the European shall be discharged solely out of the assets
registered under the United States Securities
Communities (Undertakings for Collective of that Fund.
Act of 1933, as amended, (the 1933 Act)
Investment in Transferable Securities) The Company is a recognised collective and (except in a transaction which is exempt
Regulations, 2011 as amended (the EU investment scheme for the purposes of from registration under the 1933 Act) none
UCITS Regulations). Such authorisation Section 264 of the Financial Services and of the Shares may be offered or sold, directly
is not an endorsement or guarantee of the Markets Act 2000. or indirectly, in the United States or to any
Company by the Central Bank nor is the US Person. In addition, the Company has
Central Bank responsible for the contents Shareholders in the United Kingdom shall
not been and will not be registered under
of the Supplements and the Prospectus. have no right (under the United Kingdom
the Investment Company Act of 1940,
The authorisation of the Company by the Financial Conduct Authority’s Conduct of
as amended, (the 1940 Act). Based on
Central Bank shall not constitute a warranty Business sourcebook, Chapter 15) to cancel
interpretations of the 1940 Act by the staff
as to the performance of the Company and the investment agreement constituted by
of the United States Securities and Exchange
the Central Bank shall not be liable for the the acceptance by or on behalf of the
Commission relating to foreign investment
performance or default of the Company. Company of an application for Shares.
companies, if the Company has more than
In addition, most if not all of the protections
The Company is constituted as a variable 100 beneficial owners who are US Persons,
provided under the United Kingdom
capital umbrella investment company. it may become subject to the 1940 Act.
regulatory system will not apply to investment
A separate portfolio of assets will be The Directors will not knowingly permit the
in the Company. The rights of Shareholders
maintained in relation to each Fund of the number of Shareholders who are US Persons
may not be protected by the investors
Company. Each Fund may issue different to exceed 50.
compensation scheme in the United Kingdom.
classes of Shares, which may have different Persons interested in purchasing Shares
objectives and fee structures, further details The distribution of this Prospectus and the
should inform themselves as to (a) the legal
of which are contained in Supplements to offering of the Shares may be restricted in
requirements within their own countries
the Prospectus for each Fund. Each relevant certain jurisdictions. This Prospectus does
for the purchase of Shares, (b) any foreign
Supplement should be read in conjunction not constitute an offer or solicitation in
exchange restrictions which may be
with this Prospectus. a jurisdiction where to do so is unlawful or the
applicable, and (c) the income and other tax
person making the offer or solicitation is not
The Company has segregated liability between consequences of purchase, conversion and
qualified to do so or a person receiving the
its Funds and accordingly any liability incurred redemption of Shares.
offer or solicitation may not lawfully do so.
CGIF Prospectus | March 2021 3Canaccord Genuity Investment Funds Plc
Directory
Directors Distributors
Andy Finch Canaccord Genuity Wealth
Grahame Lovett (International) Limited
Brian McDermott Trafalgar Court, Admiral Park
Bronwyn Wright St Peter Port
Guernsey GY1 2JA
Registered office Channel Islands
25-28 North Wall Quay
IFSC Canaccord Genuity Wealth Limited
Dublin 1 41 Lothbury
Ireland London
EC2R 7AE
Management company England
Canaccord Genuity Management
Administrator and registrar
Company Limited
25-28 North Wall Quay Northern Trust International Fund
IFSC Administration Services (Ireland) Limited
Dublin 1 George’s Court
Ireland 54-62 Townsend Street
Dublin 2
Secretary Ireland
Goodbody Secretarial Limited
Irish Legal Advisors
25-28 North Wall Quay
IFSC A & L Goodbody
Dublin 1 IFSC
Ireland North Wall Quay
Dublin 1
Investment manager Ireland
Canaccord Genuity Wealth
Depositary
(International) Limited
Trafalgar Court, Admiral Park Northern Trust Fiduciary Services
St Peter Port (Ireland) Limited
Guernsey GY1 2JA George’s Court
Channel Islands 54-62 Townsend Street
Dublin 2
Auditors Ireland
Deloitte & Touche
Sponsoring broker
Deloitte & Touche House
Earlsfort Terrace A&L Listing
Dublin 2 IFSC
Ireland North Wall Quay
Dublin 1
Ireland
CGIF Prospectus | March 2021 4Definitions Company relevant Supplement and in accordance with
the Central Bank UCITS Regulations;
Canaccord Genuity Investment Funds plc;
In this Prospectus:
Distribution Agreements
Administration Agreement Companies Act
The agreements as amended and novated to
The agreement dated 29 November 2017 Means the Companies Act 2014 as
date between the Management Company and
between the Management Company, the amended, supplemented or consolidated
each Distributor as amended, supplemented
Company and the Administrator, as amended, from time to time;
or otherwise modified from time to time;
supplemented or otherwise modified from
time to time; Constitution
EEA
The Constitution of the Company;
Administrator The European Economic Area (EU Member
States, Norway, Iceland and Liechtenstein);
Northern Trust International Fund Data Protection Legislation
Administration Services (Ireland) Limited Means the EU Data Protection Directive EEA Member State
or such other person or persons from time 95/46/EC and the EU Privacy & Electronic
to time appointed by the Management A member state of the EEA;
Communications Directive 2002/58/
Company as Administrator of the Company EC, any amendments and replacement
in accordance with the Central Bank legislation including the EU General Data EU
UCITS Regulations; Protection Regulation (EU) 2016/679, The European Union, the current members
European Commission decisions, binding being Austria, Belgium, Bulgaria, Croatia,
Anti-Dilution Levy EU and national guidance and all national Cyprus, Czech Republic, Denmark, Estonia,
The adjustment by way of an addition implementing legislation. Finland, France, Germany, Greece, Hungary,
or deduction (as appropriate) which the Ireland, Italy, Latvia, Lithuania, Luxembourg,
Directors may in their sole and absolute Depositary Malta, Poland, Portugal, Romania, Slovakia,
discretion make when calculating the Slovenia, Spain, Sweden, The Netherlands and
Northern Trust Fiduciary Services (Ireland)
Subscription Price and/or Repurchase Price the United Kingdom;
Limited or any other person or persons for
for Shares on any Dealing Day, or in the time being duly appointed Depositary
accordance with market practice by way of of the Company in succession to the said EU Member State
a deduction from the subscription monies Northern Trust Fiduciary Services (Ireland) A member state of the EU;
received or the Repurchase Price payable for Limited in accordance with the Central Bank
Shares on any Dealing Day, when there are UCITS Regulations; EU UCITS Regulations
net subscriptions and/or net redemptions
(as appropriate) to cover stamp duties, The European Communities (Undertakings
Depositary Agreement
taxation and any other dealing costs which for Collective Investment in Transferable
the Directors deem necessary in order to The agreement dated 19 September 2016 Securities) Regulations, 2011 (SI No 352
preserve the value of the underlying assets between the Company and the Depositary of 2011) as amended, supplemented or
of the relevant Fund; as amended, supplemented or otherwise otherwise modified from time to time
modified from time to time; including any condition that may from time
Business Day to time be imposed thereunder by the
Dealing Day Central Bank;
Has the meaning given to this term in the
relevant Supplement; Every Business Day unless otherwise provided
for in the Supplement issued in relation to Euro, EUR or €
Central Bank a Fund; The European currency unit the lawful
currency of the EU;
The Central Bank of Ireland or any
Dealing Deadline
successor authority;
2.00pm (local time in Ireland) on the Business Euronext Dublin
Central Bank UCITS Regulations Day prior to the relevant Dealing Day; The Main Securities Market of the Irish Stock
Exchange plc trading as Euronext Dublin;
The Central Bank (Supervision and
Directors and Director
Enforcement) Act 2013 (Section 48(1))
The Board of Directors of the Company, and FATCA
(Undertakings for Collective Investment in
Transferable Securities) Regulations 2015, each of them a Director; The US Foreign Account Tax Compliance
as may be amended, supplemented or Act as set forth in Section 1471 through
modified from time to time, as well as any Distributable Profits 1474 of, and other amendments to, the US
guidance issued by the Central Bank in Internal Revenue Code of 1986 (including any
Accumulated net income and/or the net of
relation thereto; intergovernmental agreement entered into
accumulated realised and unrealised capital
in connection with the implementation of
gains and accumulated realised and unrealised
CDSC such sections and any regulatory legislation
capital losses;
adopted pursuant to such intergovernmental
The contingent deferred sales charge payable
agreement), as amended, and the relevant
(if any) on the repurchase of Shares in a Fund Distributors
regulations, notices and announcements
as specified in the relevant Supplement; Canaccord Genuity Wealth (International) issued thereunder;
Limited and Canaccord Genuity Wealth
CIS Limited or such person or persons for the FDI
One or more open ended collective time being duly appointed as marketing and
A financial derivative instrument permitted by
investment schemes; distribution agent of a Fund, details of which
the EU UCITS Regulations;
will be contained in this document or in the
CGIF Prospectus | March 2021 5Foreign Person Net Asset Value (d) any person
(i) a person who is neither resident nor The amount determined on any Dealing Day (i) the managerial responsibilities of
ordinarily resident in Ireland for tax purposes in accordance with the principles set out in which are discharged by a person:
who has provided the Company with the Appendix III as being the Net Asset Value of
(a) discharging managerial
appropriate declaration under Schedule 2B a Fund;
responsibilities within the issuer;
TCA and the Company is not in possession
or
of any information that would reasonably Net Asset Value per Share
suggest that the declaration is incorrect (b) referred to in paragraph (a), (b) or
The amount determined on any Dealing Day (c) of this definition.
or has at any time been incorrect, or (ii) the
in accordance with the principles set out in
Company is in possession of written notice of (i) that is directly or indirectly
Appendix III as being the Net Asset Value of
approval from the Revenue Commissioners to controlled by a person referred to in
a Share;
the effect that the requirement to have been subparagraph (i) of paragraph (d) of
provided with such declaration is deemed to this definition;
have been complied with in respect of that OECD
(ii) that is set up for the benefit of a
person or class of Shareholder to which that The Organisation for Economic Co-operation
person referred to in subparagraph
person belongs, and that approval has not and Development, (the current members
(i) of paragraph (d) of this definition;
been withdrawn and any conditions to which being: Australia, Austria, Belgium, Canada,
or
that approval is subject have been satisfied; Chile, Czech Republic, Denmark, Estonia,
Finland, France, Germany, Greece, Hungary, (iii) the economic interests of which are
Fund Iceland, Israel, Ireland, Italy, Japan, Korea substantially equivalent to those of
(Republic), Luxembourg, Mexico, Netherlands, a person referred to in subparagraph
The separate portfolio of assets and (i) of paragraph (d) of this definition.
New Zealand, Norway, Poland, Portugal,
liabilities to be maintained in respect of
Slovak (Republic), Slovenia, Spain, Sweden, Related Companies has the meaning assigned
each fund of the Company and which will be
Switzerland, Turkey, United Kingdom and thereto in section 2(10) of the Companies
invested in accordance with the investment
United States and which includes any other Act. In general, this states that companies
objectives and policies applicable to such
country or countries which become members are related where 50% of the paid-up share
fund and details of which are set out in the
of the OECD from time to time); capital of or 50% of the voting rights in one
relevant Supplement;
company are owned directly or indirectly by
OECD Member State another company;
GDPR
A member state of the OECD;
Means Regulation (EU) 2016/679 known as the
Repurchase Price
General Data Protection Regulation, which
comes into force on 25 May 2018; Offering The Net Asset Value per Share less any
The offering of Shares for subscription in any applicable repurchase charge, details of which
Investment Management Agreement Fund as described in the relevant Supplement; will be contained in the relevant Supplement;
the agreement as amended and novated to
Offer Period SFDR
date between the Management Company
and the Investment Manager as amended, The period during which Shares in a Fund will Regulation (EU) 2019/2088 of the European
supplemented or otherwise modified from be made available at the Offer Price and set Parliament and of the Council of 27 November
time to time; out in the relevant Supplement; 2019 on sustainability-related disclosures in
the financial services sector, as amended from
Investment Manager Offer Price time to time;
Such entity or entities as may be appointed The price at which Shares will be offered
SGD
by the Management Company as investment during the applicable Offer Period and set out
manager of a Fund in accordance with the in the relevant Supplement; The Singapore dollar, the lawful currency
Central Bank UCITS Regulations details of of Singapore;
which are contained in this document and in OTC derivative
the relevant Supplement; Shares
An FDI dealt over the counter and which is
permitted by the EU UCITS Regulations; Ordinary shares of no par value in the capital
Management Company of the Company, which may be divided into
Canaccord Genuity Management Company Permitted Market different classes;
Limited, incorporated in Ireland as a private
Any of the stock exchanges and markets set
company limited by shares and with Share Class or Share Classes
out in Appendix IV;
limited liability; One or more classes of Shares in a Fund;
Person Closely Associated
Management Agreement Shareholder
In relation to a Director:
The agreement dated 29 June 2017 between Any person holding Shares of the Company;
the Company and the Management Company (a) the spouse of the Director,
as amended, supplemented or otherwise (b) dependent children of the Director, Sterling or GBP or £
modified from time to time;
(c) other relatives of the Director, who Pounds sterling, the lawful currency of
have shared the same household as that the United Kingdom;
Month person for at least one year on the date
A calendar month; of the transaction concerned,
CGIF Prospectus | March 2021 6Subscription Price • The National Asset Management Agency; Underlying Fund Manager
The Net Asset Value per Share, details of which • The National Treasury Management Means the investment manager of
will be contained in the relevant Supplement; Agency or a Fund investment vehicle an Underlying Fund;
within the meaning of section 739D(6)(kb)
Supplement of the TCA; US Dollar or USD or $
A Supplement to this Prospectus outlining
• The National Pensions Reserve Fund The United States dollar, the lawful currency
Commission or a Commission investment
information in respect of a Fund; of the United States of America;
vehicle (within the meaning given by
section 2 of the National Pensions Reserve
Sustainability Factors US Person
Act, 2000 as amended);
Are environmental, social and employee • The State acting through the National A person resident in the United States of
matters, respect for human rights, anti‐ Pensions Reserve Fund Commission or America, a partnership or other entity created
corruption and anti‐bribery matters; a Commission investment vehicle within or organised in or under the laws of the United
the meaning given by section 2 of the States of America, or any estate or trust the
Sustainability Risk National Pensions Reserve Fund Act 2000 income of which is subject to United States of
(as amended); and America federal income taxation regardless
A sustainability risk in the context of the Funds
of its source. However, a foreign branch
is an environmental, social or governance event • Any other person as may be approved by or agency of a bank or insurance company
or condition that, if it occurs, could cause an the Directors from time to time provided
organised and regulated under US federal
actual or a potential material negative impact the holding of Shares by such person does
or state law (whether acting as principal for
on the value of the investment. not result in a potential liability to tax
its own account, with discretion for others
arising to the Company in respect of that
or without investment discretion for non-
Taxable Irish Person Shareholder under part 27, chapter 1A of
US persons) is not a US Person in respect
the TCA;
Any person, other than: of the purchases of Shares provided that it
in respect of each of which the appropriate is operating for valid business reasons as a
• a Foreign Person;
declaration set out in schedule 2B of the TCA locally regulated branch or agency engaged
• an intermediary (including a nominee) or otherwise and such other information in the banking or insurance business and not
for a Foreign Person; evidencing such status is in the possession solely for the purpose of investing in securities
• a qualifying management company within of the Company on the appropriate date; not registered under the United State
the meaning of section 739B of the TCA; Securities Act of 1933;
• an investment undertaking within the TCA
meaning of section 739B of the TCA; Valuation Day
The Taxes Consolidation Act, 1997,
• an investment limited partnership within as amended; Every Business Day unless otherwise
meaning of 739J of the TCA; provided for in the Supplement issued in
• an exempt approved scheme or UCITS relation to a Fund; and
a retirement annuity contract or trust An undertaking for collective investment in
scheme within the provisions of sections Valuation Point
transferable securities which is authorised
774, 784 or 785 of the TCA; under the EU UCITS Regulations or authorised (11.59 pm) Irish time on the Business Day prior
• a company carrying on life business within by a competent authority in another member to the relevant Dealing Day unless otherwise
the meaning of section 706 of the TCA; state of the European Union in accordance provided for in the Supplement issued in
• a special investment scheme within the with Council Directive (85/611/EEC) as relation to a Fund and further provided that
meaning of section 737 of the TCA; amended by Council Directives (88/220/EEC), the Valuation Point shall always be later than
(95/26/EC), (2001/108/EC) and (2001/107/EC), the Dealing Deadline.
• a unit trust to which section 731(5)(a)
as amended, supplemented, consolidated or
of the TCA applies;
• a charity entitled to an exemption from
otherwise modified from time to time: Principal features
income tax under section 207(1)(b) of • the sole object of which is the collective
investment in transferable securities and/ Structure
the TCA;
or other financial instruments of capital The Company is a variable capital company
• a person entitled to exemption from
raised from the public and which operates established in Ireland and is structured as
income tax and capital gains tax under
on the principle of risk-spreading; an umbrella fund with segregated liability, in
section 784A(2) of the TCA, section 787I
• the shares of which are, at the request that different Funds may be established from
of the TCA or section 848E of the TCA and
of holders, repurchased or redeemed, time to time by the Directors with the prior
the units held are assets of an approved
directly or indirectly, out of that approval of the Central Bank and any liability
retirement fund, an approved minimum
undertaking’s assets. incurred on behalf of or attributable to any
retirement fund, a special savings incentive
Fund shall be discharged solely out of the
account or a personal retirement savings
Umbrella Cash Account assets of that Fund. The current Funds of the
account (as defined in section 787A of
Company are:
the TCA); The subscription, redemption and/or dividend
• the courts service; account at umbrella level held in the name of CGWM Cautious Fund;
• a credit union; the Company; CGWM Select Diversity Fund;
• a company within the charge to corporation CGWM Diversity Fund;
tax under section 739G(2) of the TCA, but Underlying Funds
only where the fund is a money market fund; Means the investment of a Fund in other CGWM Select Affinity Fund;
• a company within the charge to collective investment schemes as described CGWM Affinity Fund;
corporation tax under section 110(2) in the Supplement for a Fund;
CGWM Select Opportunity Fund;
of the TCA;
CGIF Prospectus | March 2021 7CGWM Opportunity Fund; Base currency Dublin, the Company will not seek to take legal
or management control of the issuers of the
CGWM Bond Fund; and The currency in which each Fund will be
underlying securities in which such
denominated will be determined by the
CGWM Global Equity Fund. Fund invests.
Directors at the time of creation of the Fund
In addition, the Shares in each Fund may and specified in the Supplement. Any Fund
be divided into a number of different Share may issue Shares in currencies other than the How to buy Shares
Classes. The Directors may also add other base currency and these will be set out in the
Details of the applicable Offer Period and
Share Classes which will be notified to, and relevant Supplement.
Offer Price in relation to the Funds are
cleared in advance by the Central Bank. Each
contained in the relevant Supplement. The
Fund will represent a separate portfolio of Valuation Point
Offer Period may be shortened or extended by
assets and liabilities which will be invested in
The Net Asset Value of each Fund will be the Directors at their discretion and any such
accordance with the investment objectives
calculated at the relevant Valuation Point for alteration will be notified to the Central Bank.
applicable to such Fund. Particulars relating
each Fund. After the Offer Period, Shares will be issued at
to individual Funds and Share Classes are
the Subscription Price.
given in a Supplement to this Prospectus
issued with respect to each such Fund.
Reporting currency
Investors buying Shares for the first time
For the purposes of the compilation of should complete the application form
Minimum investment the semi-annual and annual report of the obtainable from the Company and forward
Company, the reporting currency of the it to the Administrator by facsimile (with
The minimum initial investment and the
Company will be Sterling. the original forwarded promptly by post) or
minimum additional investment in any Fund
post. Faxed applications shall be processed
will be determined at the time of creation
of the Fund and set out in the relevant
Listing but investor activity will be restricted until
such time as original documentation and all
Supplement. The Directors may increase or All Shares have been approved for listing
required supporting information is received
reduce these minimum amounts if, in their on the Official List and trading on Euronext
by the Administrator. In accordance with
absolute discretion, they consider that the Dublin. Details of the Shares which have been
the requirements of the Central Bank and in
circumstances so warrant in accordance with admitted and are listed on Euronext Dublin
consultation with the Administrator, Company
the requirements of the Central Bank. are set out in the Supplements. Where Shares
and Management Company, subsequent
have not yet been listed, their listing will
Dealing applications may be made to the Administrator
become effective on or about the day after
by fax or electronically via SWIFT. These will
Shares can normally be sold or switched on any the closing date of the Offer Period for each
be processed on the relevant Dealing Day;
Dealing Day on application to the Company. relevant Share Class.
however redemption proceeds and cash
dividends will not be released until anti-money
Pricing Investment objective laundering checks have been completed.
There is a single price for buying, selling and and policies A subscription charge of up to 5% of either
switching Shares in the Company. This is
The investment objective and policies of the (i) the full amount paid to the Company,
represented by the Net Asset Value per Share
Funds currently in operation are set out in or (ii) the Net Asset Value per Share may,
of the relevant Fund.
the relevant Supplement. The investment depending on the Fund selected, be payable
A subscription charge, details of which are restrictions applying to the Funds of the to the Company or such parties as it may
set out in the relevant Supplement, may be Company are set out in Appendix I. direct. Unless otherwise stated in the relevant
deducted from either (i) the full amount paid Supplement, the subscription charge will be
to the Company or (ii) the Net Asset Value per Any change in the investment objective and based on the full amount paid to the Company.
Share. Unless otherwise stated in the relevant any material change in the investment policy Details of the sales charge and/or any CDSC
Supplement, the subscription charge will be of any Fund during the life of a Fund will only payable in relation to a Fund are set out in the
based on the full amount paid to the company. be made: relevant Supplement.
The Constitution provides that a repurchase • with the prior written approval of all the In the event of there being net subscriptions
charge of up to 3% of either (i) the value of Shareholders in the Fund; or on any Dealing Day, the Directors may
the redemption amount to be paid by the • by ordinary resolution of the Shareholders impose an Anti-Dilution Levy by making
Company, or (ii) the repurchase price of a of the relevant Fund held at a general an adjustment by way of an addition to the
Share and a switching charge of up to 5% meeting; and Net Asset Value per Share of the relevant
of either (i) full amount of the repurchase • with the consent of the Central Bank. classes or in accordance with market practice,
proceeds payable in relation to the Shares a deduction from the subscription monies
redeemed, or (ii) the repurchase price per In the event of a change of investment received, of an amount to cover stamp duties,
share of the Shares redeemed may be levied. objectives and/or investment policy, taxation and any other dealing costs.
a reasonable notification period must The purpose of any such adjustment would be
Unless otherwise stated in the relevant be provided by the Company, to enable to preserve the value of the underlying assets
Supplement, any repurchase charge will be Shareholders to redeem their Shares prior of the relevant Fund. The Directors reserve
based on the value of the redemption amount to implementation of these changes. In the the right, in their sole and absolute discretion,
to be paid by the Company and any switching absence of any unforeseen circumstances the to waive the Anti-Dilution Levy at any time.
charge will be based on the full amount of the principal investment objective and policies
repurchase proceeds payable in relation to the of any Fund which is listed on the Euronext Subscription requests received up to the
Shares redeemed. Dublin will be adhered to for at least three Dealing Deadline will be dealt with on the
years following the admission of the Shares next Dealing Day. Requests received after
Details of any applicable charges will be
of the relevant Fund to the Official List and the relevant Dealing Deadline will be treated
disclosed in the relevant Supplement.
trading on Euronext Dublin. For so long as the as having been received as of the next
Shares in a Fund are listed on the Euronext Dealing Deadline.
CGIF Prospectus | March 2021 8The minimum initial investment and the verification purposes, the Administrator interests are not overridden by the
minimum additional investment amount may refuse to accept the application and interests of the investor, including for
in a Fund will be determined at the time return all subscription monies. None of the statistical analysis and market research
of creation of the Fund and set out in the Management Company, the Company, the purposes; or
relevant Supplement. The Directors may Directors, the Custodian, the Investment 4. for any other specific purposes where
increase or reduce these amounts if, in Management Company or the Administrator investors have given their specific consent
their absolute discretion, they consider shall be liable to the subscriber where an and where processing of personal data is
that the circumstances warrant such an application for Shares is not processed or based on consent, the investors will have
increase or reduction in accordance with the Shares are compulsorily redeemed in such the right to withdraw it at any time.
requirements of the Central Bank. circumstances. If an application is rejected,
the Administrator may return application The Company and/or any of its delegates or
Shares will be issued to four decimal places. service providers may disclose or transfer
monies or the balance thereof by telegraphic
Settlement of the purchase of Shares will transfer to the account from which it was paid personal data, whether in Ireland or elsewhere
normally be made by telegraphic transfer at the cost and risk of the applicant. (including entities situated in countries
at the expense of the applicant. Payment outside of the EEA), to other delegates, duly
Depending on the circumstances of each appointed agents and service providers of
should normally be made in the currency of
application, a detailed verification may the Company (and any of their respective
the relevant Share Class, unless otherwise
not be required where: (a) the applicant related, associated or affiliated companies
requested or specified in the relevant
makes payment from an account held in the or sub-delegates) and to third parties
Supplement within 5 Business Days of the
applicant’s name at a recognised financial including advisers, regulatory bodies, taxation
relevant Dealing Day. The Company has the
institution; or (b) the application is made authorities, auditors, technology providers for
right to cancel any purchase contract which is
through a recognised intermediary; or the purposes specified above.
not settled in full within 5 Business Days of the
(c) investment is made by a recognised
relevant Dealing Day. The applicant remains The Company will not keep personal data for
intermediary or financial institution.
liable for any loss incurred by the Company in longer than is necessary for the purpose(s)
These exceptions will only apply if the financial
the case of non-settlement. for which it was collected. In determining
institution or intermediary referred to above
All subscriptions payable to a Fund will is located in a country, which has equivalent appropriate retention periods, the Company
be channelled through an Umbrella Cash anti money laundering legislation to that in shall have regard to the Statute of Limitations
Account, opened in the name of the Company place in Ireland. Applicants may contact the Act 1957, as amended, and any statutory
and will be treated as an asset of the relevant Administrator in order to determine whether obligations to retain information, including
Fund. Subscription monies will become the they meet the above exceptions. anti-money laundering, counter-terrorism,
property of the relevant Fund upon receipt tax legislation. The Company will take all
and accordingly investors will be treated as a reasonable steps to destroy or erase the
Data protection
general creditor of that Fund during the period data from its systems when they are no
Prospective investors should note that longer required.
between receipt of subscription monies by
by completing the application form they
the Fund and the Dealing Day on which such Where specific processing is based on an
are providing to the Company and the
Shares are issued. investor’s consent, that investor has the right
Management Company personal information,
Shares in the Company will be issued in non- which may constitute personal data within the to withdraw it at any time. Investors have the
certificated form. Shares will be evidenced by meaning of the Data Protection Legislation. right to request access to their personal data
an entry in the register and are represented by kept by Company; and the right to rectification
In the course of business, the Company will or erasure of their data; to restrict or
a written confirmation of ownership issued to
collect, record, store, adapt, transfer and object to processing of their data, and to
the Shareholder.
otherwise process information by which data portability, subject to any restrictions
prospective investors may be directly or imposed by Data Protection Legislation.
Anti-Money Laundering Provisions indirectly identified. The Company is a
Measures provided for in the Criminal Justice data controller within the meaning of Data The Company and/or any of its delegates and
(Money Laundering and Terrorist Financing) Protection Legislation and undertakes to hold service providers will not transfer personal
Acts 2010 and 2013, which are aimed any personal data provided by investors in data to a country outside of the EEA unless
towards the prevention of money laundering, accordance with Data Protection Legislation. that country ensures an adequate level of
require detailed verification of each data protection or appropriate safeguards
The Company and/or any of its delegates or are in place. The European Commission has
applicant’s identity; for example an individual
service providers may process prospective prepared a list of countries that are deemed
may be required to produce a copy of his
investor’s personal data for any one or more to provide an adequate level of data protection
passport or identification card together with
of the following purposes and legal bases: which, to date, includes Switzerland, Guernsey,
two items evidencing his address, such as a
utility bill or a bank statement and his date of 1. to operate the Funds, including managing Argentina, the Isle of Man, Faroe Islands,
birth. In the case of corporate applicants this and administering a Shareholder’s Jersey, Andorra, Israel, New Zealand and
may require production of a certified copy investment in the relevant Fund on an Uruguay. Further countries may be added
of the certificate of incorporation (and any on-going basis which enables the Company to this list by the European Commission at
change of name), constitution/memorandum to satisfy its contractual duties and any time. The US is also deemed to provide
and articles of association (or equivalent) obligations to the Shareholder; an adequate level of protection where the
and the names, occupations, dates of birth US recipient of the data is privacy shield-
2. to comply with any applicable legal, tax or
and residential and business address of the certified. If a third country does not provide
regulatory obligations on the Company,
directors of the company. an adequate level of data protection, then
for example, under the Companies Acts
the Company and/or any of its delegates and
The Administrator reserves the right to and anti-money laundering and counter-
service providers will ensure it puts in place
request such information as is necessary terrorism legislation;
appropriate safeguards such as the model
to verify the identity of an applicant. In the 3. for any other legitimate business interests’ clauses (which are standardised contractual
event of delay or failure by the applicant of the Company or a third party to whom clauses, approved by the European
to produce any information required for personal data is disclosed, where such Commission) or binding corporate rules,
CGIF Prospectus | March 2021 9or relies on one of the derogations provided it shall direct, on the repurchase of Shares. Shares may not be transferred or repurchased
for in Data Protection Legislation. Details of any repurchase charge and/or any by the Company during any period when the
CDSC payable in relation to a Fund together calculation of the Net Asset Value of any
Where processing is carried out on behalf
with details of the amount and period of particular Fund is suspended in the manner
of the Company, the Company shall engage
time over which such CDSC may be charged described in this Prospectus. Shareholders
a data processor, within the meaning of
are set out in the relevant Supplement. requesting a transfer or repurchase will
Data Protection Legislation, which provides
The Repurchase Price will be the prevailing be notified of such suspension and, unless
sufficient guarantees to implement
Net Asset Value per Share (net of any withdrawn, repurchase requests will be
appropriate technical and organisational
repurchase charge and/or any CDSC payable). considered as at the next Dealing Day
security measures in a manner that such
following the end of such suspension.
processing meets the requirements of When a repurchase request has been submitted
Data Protection Legislation, and ensures by an investor who is, or is deemed to be, Further conditions relating to the repurchase
the protection of the rights of investors. a Taxable Irish Person or is acting on behalf of Shares are set out in Appendix III.
The Company will enter into a written contract of a Taxable Irish Person, the Administrator,
with the data processor which will set out shall deduct from the repurchase proceeds
How to switch between funds
the data processor’s specific mandatory an amount which is equal to the tax payable by
obligations laid down in Data Protection the Fund to the Irish Revenue Commissioners Shareholders may switch some or all of their
Legislation, including to process personal in respect of the relevant transaction. Shares in one Fund for Shares of another class
data only in accordance with the documented in the same Fund or for Shares in another
Instructions received by the Company, prior to
instructions from the Company. Fund. Instructions to switch Shares must be
the relevant Dealing Deadline will be dealt with
sent to the Administrator in writing signed
As part of the Company’s business and on the next Dealing Day. Instructions received
by all joint Shareholders and may be sent
ongoing monitoring, the Company may from after the relevant Dealing Deadline will be
by facsimile. Instructions should include
time to time carry out automated decision- treated as having been received as of the next
full registration details together with the
making in relation to investors, including, for Dealing Deadline.
monetary amount or number of Shares to
example, profiling of investors in the context
Settlement will be made by telegraphic be switched between named Funds or
of anti-money laundering reviews, and this
transfer at the expense of the redeeming Share Classes.
may result in an investor being identified to
Shareholder. Payment will be made in
the Irish Revenue Commissioners and law Switching instructions received up to the
the currency in which the Share Class is
enforcement authorities, and the Company Dealing Deadline will be dealt with on the
denominated, unless otherwise requested,
terminating its relationship with the investor. next Dealing Day. Instructions received after
within 5 Business Days of receipt of correctly
the relevant Dealing Deadline will be treated
Investors are required to provide their completed repurchase documentation.
as having been received as of the next
personal data for statutory and contractual
To reduce the risk of fraud, such payments Dealing Deadline.
purposes. Failure to provide the required
will only be paid to the registered Shareholder
personal data will result in the Company Details of the minimum investment amount
(all holders in the case of joint Shareholders)
being unable to permit, process, or release applying to a Share Class or to a Fund are
by telegraphic transfer to his/her own
the investor’s investment in the Funds and contained in the relevant Supplement.
bank account.
this may result in the Company terminating Shareholders must therefore switch Shares
its relationship with the investor. Investors All redemptions and dividends payable from having a value of at least the relevant
have a right to lodge a complaint with the Data a Fund will be channelled through the Umbrella minimum investment amount specified in the
Protection Authority if they are unhappy with Cash Account. Redemption proceeds will relevant Supplement as an initial investment
how the Company is handling their data. remain the property of the relevant Fund into a specific Share Class or into a Fund. In the
after the redemption of the Shares and until case of a switch of a partial holding, the
Any questions about the operation of
payment has been issued to Shareholders. minimum value of the remaining holding in
the Company’s data protection policy
The Shareholder will be treated as a general a Share Class or a Fund, as the case may be,
should be referred in the first instance to
creditor of that Fund in relation to such should be equal to the minimum investment
CGWMFundOperations@canaccord.com.
redemption proceeds during the period amount for that Fund. The Directors may
between redemption of Shares and payment increase or reduce these minimum investment
How to sell Shares of redemption proceeds. amounts, if in their absolute discretion, they
consider that the circumstances so warrant.
Instructions to sell Shares should be addressed Any amendments to a Shareholder’s
to the Company, and should be made in registration details and payment instructions The Constitution provides that a switching
writing, signed by all joint Shareholders. can only be effected upon receipt of charge of up to 5% of the Net Asset Value per
In accordance with the requirements of the documentation and any such information Share may be levied. Details of any applicable
Central Bank and in consultation with the required by the Administrator. switching charge shall be set out in the
Administrator, Company and Management relevant Supplement.
In the event of there being net redemptions
Company, instructions to sell Shares received
on any Dealing Day, the Directors may
by facsimile or electronically via SWIFT, will
impose an Anti-Dilution Levy by making an Dividends
be processed on the relevant Dealing Day;
adjustment by way of a deduction to the Net
however redemption proceeds and cash All dividends which are declared during the
Asset Value per Share of the relevant Share
dividends will not be released until anti-money Company’s financial year must be paid within
Classes or in accordance with market practice,
laundering checks have been completed. 4 months of the end of the relevant financial
a deduction from the redemption monies paid,
Payment is made to the account of record year. Details of the relevant dividend payment
of an amount to cover stamp duties, taxation
nominated by the registered holder. dates in relation to a Fund will be determined
and any other dealing costs. The purpose of
at the time of creation of the Fund and will be
A repurchase charge of up to 3% of the Net any such adjustment would be to preserve the
contained in the relevant Supplement.
Asset Value per Share may, depending on the value of the underlying assets of the relevant
Fund selected, be payable to the Company or Fund. The Directors reserve the right, in their All dividends payable from a Fund will be
as it shall direct. A CDSC may also be charged sole and absolute discretion, to waive the channelled through the Umbrella Cash
by a Fund for payment to the Company or as Anti-Dilution Levy at any time. Account. The Shareholder will be treated as a
CGIF Prospectus | March 2021 10general creditor of that Fund in relation this document and proposed regulations and deemed to have been complied with (or
to such dividends during the period between legislation in draft form. As is the case with following the withdrawal of, or failure to meet
declaration and payment of dividends. any investment, there can be no guarantee any conditions attaching to such approval),
All dividends will be sent to Shareholders at that the tax position or proposed tax position the Company will be obliged to pay tax on
their expense and risk by electronic payment. prevailing at the time an investment is made in the occasion of a chargeable event (even if,
Any dividend which remains unclaimed for the Company will endure indefinitely. in fact, the Shareholder is neither resident
six years from the date of declaration shall be nor ordinarily resident in Ireland). Where the
forfeited and shall revert to the relevant Fund. chargeable event is an income distribution
Ireland
tax will be deducted at the rate of 41%, or at
The Constitution provides that the Directors
the rate of 25% where the Shareholder is a
may declare dividends on Shares as appear Tax on income and capital gains company and the appropriate declaration has
to the Directors to be justified by the profits
The Company been made, on the amount of the distribution.
being the net revenue of the relevant Fund
Where the chargeable event occurs on any
including interest and dividends and/or On the basis that the Company is a UCITS, it is other payment to a Shareholder, not being
realised and unrealised profits on the disposal/ outside the scope of Part 27 Chapter 1B of the a company which has made the appropriate
valuation of investments and other funds, TCA dealing with Irish real estate funds. declaration, on a transfer of Shares and on the
less realised and unrealised losses (including
The Company will only be subject to tax on eight year rolling chargeable event, tax will be
fees and expenses) of the relevant Fund. It is
chargeable events in respect of Shareholders deducted at the rate of 41% on the increase
the current intention of the Directors that any
who are Taxable Irish Persons (generally in value of the shares since their acquisition.
dividends payable shall be paid out of income.
persons who are resident or ordinarily resident Tax will be deducted at the rate of 25% on
in Ireland for tax purposes – see certain Irish such transfers where the Shareholder is a
Meetings and reports to Tax Definitions below for more details). company and the appropriate declaration has
shareholders been made. In respect of the eight year rolling
A chargeable event occurs on for example: chargeable event, there is a mechanism for
The Directors intend that the annual general obtaining a refund of tax where the Shares are
• a payment of any kind to a Shareholder by
meeting of Shareholders will be held in Dublin subsequently disposed of for a lesser value.
the Company;
each year.
• a transfer of Shares; and An anti-avoidance provision increases the 41%
The financial year of the Company ends on rate of tax to 60% (80% where details of the
• on the eighth anniversary of a Shareholder
31 March each year. The Company’s annual payment/disposal are not correctly included in
acquiring Shares and every subsequent
report and audited accounts of the Company the individual’s tax return) if, under the terms
eighth anniversary but does not include
are in English and will be made available to of an investment in a fund, the investor or
any transaction in relation to Shares held
Shareholders at www.canaccordgenuity.com certain persons associated with the investor
in a clearing system recognised by the Irish
and filed with the Companies Announcement have an ability to influence the selection of the
Revenue Commissioners, certain transfers
Office of the Euronext Dublin within 4 months assets of the fund.
arising as a result of an amalgamation
after the conclusion of each accounting
or reconstruction of fund vehicles and Other than in the instances described above
year and at least 21 days before the general
certain transfers between spouses or the Company will have no liability to Irish
meeting of the Company at which they are
former spouses. taxation on income or chargeable gains.
to be submitted for approval. Semi-annual
report and unaudited accounts of the If a Shareholder is not a Taxable Irish Person
Company, made up to 30 September in at the time a chargeable event arises no Irish Shareholders
each year will also be made available to tax will be payable on that chargeable event in Shareholders who are neither resident nor
Shareholders at www.canaccordgenuity.com respect of that Shareholder. ordinarily resident in Ireland (see Irish tax
and filed with the Companies Announcement definitions below) in respect of whom the
Where tax is payable on a chargeable event,
Office of Euronext Dublin within 2 months appropriate declarations have been made
subject to the comments below, it is a liability
of the date to which it is made up. A copy of (or in respect of whom written notice of
of the Company which is recoverable by
the Company’s audited financial statements approval from the Revenue Commissioners
deduction or, in the case of a transfer and
will be sent to Shareholders and prospective has been obtained by the Company to the
on the eight year rolling chargeable event
investors on request. effect that the requirement to have been
by cancellation or appropriation of Shares
from the relevant Shareholders. In certain provided with such declaration from that
Taxation circumstances, and only after notification Shareholder or class of Shareholders to which
by the Company to a Shareholder, the tax the Shareholder belongs is deemed to have
The following statements are by way of been complied with) will not be subject to tax
payable on the eight year rolling chargeable
a general guide to potential investors and on any distributions from the Company or
event can at the election of the Company
Shareholders only and do not constitute any gain arising on redemption, repurchase or
become a liability of the Shareholder rather
tax advice. Shareholders and potential transfer of their shares provided the shares
than the Company. In such circumstances the
investors are therefore advised to consult are not held through a branch or agency in
Shareholder must file an Irish tax return and
their professional advisers concerning Ireland and the shares, if unlisted, do not
pay the appropriate tax (at the rate set out
possible taxation or other consequences of derive the greater part of their value from Irish
below) to the Irish Revenue Commissioners.
purchasing, holding, selling or otherwise land or mineral rights. No tax will be deducted
disposing of the Shares under the In the absence of the appropriate declaration from any payments made by the Company to
laws of their country of incorporation, being received by the Company that a those Shareholders who are not Taxable
establishment, citizenship, residence Shareholder is not a Taxable Irish Person or Irish Persons.
or domicile. if the Company has information that would
reasonably suggest that a declaration is Shareholders who are Irish resident or
Shareholders and potential investors should ordinarily resident or who hold their shares
incorrect , and in the absence of written notice
note that the following statements on through a branch or agency in Ireland may
of approval from the Revenue Commissioners
taxation are based on advice received by the have a liability under the self-assessment
to the effect that the requirement to have
Directors regarding the law and practice in system to pay tax, or further tax, on any
been provided with such declaration is
force in the relevant jurisdiction at the date of
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