SIGNIFICADO DE LA MATERNIDAD
5. CONCLUSIONES Y RECOMENDACIONES
"Administrator" means Management International (Dublin) Limited or any other person or persons for the time being duly appointed
administrator in succession to the said Management International (Dublin) Limited.
"Application Form" means the application form in respect of each Portfolio.
"Articles" means the Articles of Association of the Company.
"Associated Person" a person is associated with a Director if, and only if, he is;
(a) that director' s spouse, parent, brother, sister or child;
(b) a person acting in his capacity as the trustee of any trust, the principal beneficiaries of which are the Director, his spouse or any of his children or any body corporate which he controls;
(c) a partner of that Director.
A company will be deemed to be connected with a director of company if it is controlled by that director.
"Base
Currency" means in relation to any class of Shares such currency as is specified in the Supplement for the relevant Portfolio. "Business Day" means a day on which banks are open for business in such
jurisdictions and/or cities as are specified in the Supplement for the relevant Portfolio or such other day(s) as the Company may, with the approval of the Custodian, determine.
"Central Bank" means the Central Bank of Ireland.
"Company" means Zenith Investment Fund p.l.c.
"Connected Person" means the persons defined as such in the section headed "Portfolio Transactions and Conflicts of Interest".
"Custodian" means Bermuda Trust (Dublin) Limited or any other person or persons for the time being duly appointed Custodian hereof in succession to Bermuda Trust (Dublin) Limited.
"Dealing Day" means in respect of each class of Shares such Business Day or Business Days as are specified in the Supplement for the relevant Portfolio.
"Dealing
Deadline" means in relation to applications and payments for subscription or repurchase of Shares in a Portfolio, the dates and times specified in the Supplement for the relevant Portfolio.
"Directors" means the directors of the Company.
“EU” means the European Union.
"Euro" and "4" refer to the lawful currency of the Republic of Ireland.
"Foreign Person" means a person who is neither resident nor ordinarily resident in Ireland for tax purposes who has provided the Company with the appropriate declaration under Schedule 2B TCA and in respect of whom the Company is not in possession of any information that would reasonably suggest that the declaration is incorrect or has at any time been incorrect.
"GDRs" means global depository receipts.
"Portfolio(s)" means one of the Portfolios details of which are set out in the Supplement for the relevant Portfolio of the Company. "Initial Issue
Price" means the price per Share at which Shares are initially offered in a Portfolio on the first Dealing Day of such Portfolio or for such period as is specified in the Supplement for the relevant
Portfolio.
"Investment Manager" means Laing & Cruickshank Investment Management Limited or any other person or persons for the time being duly appointed investment manager of the Company in succession to Laing & Cruickshank Investment Management Limited.
"Irish
Person" means any person, other than:-
(ii) an intermediary, including a nominee, for a Foreign Person ;
(iii) the Administrator for so long as the Administrator is a qualifying management company within the meaning of section 734 TCA;
(iv) a specified company within the meaning of section 734 TCA;
(v) an investment undertaking within the meaning of section 739(B) of the TCA;
(vi) an exempt approved scheme or a retirement annuity contract or trust scheme within the provisions of 774, 784 or 785 TCA;
(vii) a company carrying on life business within the meaning of section 706 TCA;
(viii) a special investment scheme within the meaning of section 737 TCA;
(ix) a unit trust to which section 731(5)(a) TCA applies; (x) a charity entitled to an exemption from income tax under
section 207(1)(b) TCA;
(xi) a person entitled to exemption from income, tax and capital gains tax under section 784A(2) TCA and the units held are assets of an approved retirement fund or an approved minimum retirement fund;
(xii) such other person(s) as may be approved by the Directors from time to time provided such person(s) is permitted by Irish taxation legislation or by virtue of practice or concession of the Revenue Commissioners to hold and transfer Shares in the Company without giving rise to a chargeable event for Irish tax purposes. in respect of each of which the appropriate declaration
set out in Schedule 2B TCA evidencing such status is in the possession of the Company.
"Irish Stock
Exchange" means the Irish Stock Exchange Limited, and any successor thereto.
"Member State" means a member of the EU (the current member states being :- Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden and the United Kingdom).
"Minimum
Holding" means such number of Shares or Shares having such value (if any) as is specified in the Supplement for the relevant Portfolio.
"Minimum Initial
Subscription" means such amount (excluding any preliminary charge) in the relevant Base Currency which must be initially subscribed by each Shareholder for Shares in a Portfolio as is specified in the Supplement for the relevant Portfolio.
"month" means calendar month.
"Net Asset
Value or Net Asset means in respect of the assets of a Portfolio, the amount Value Per Share” determined in accordance with the principles set out on pages
22 to 24 as the Net Asset Value of a Portfolio or the Net Asset Value per Share.
"Prospectus" means the prospectus issued from time to time by the Company as may be amended, supplemented, consolidated or otherwise modified from time to time.
"redemption" means the repurchase of Shares by the Company. or "redeem"
"Regulations" means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 (S.I. No. 78 of 1989) as amended and supplemented from time to time and includes any conditions that may from time to time be imposed thereunder by the Central Bank whether by notice or otherwise affecting the Company.
Companies Act, 1990 as amended from time to time. In general, this provision states that companies are related where 50% of the paid up share capital of, or 50% of the voting rights in, one company are owned directly or indirectly by another company.
"Settlement
Date" means in respect of dispatch of monies for the subscription and repurchase of Shares, the dates specified in the Supplement for the relevant Portfolio.
"Shares" means participating shares in the Company and includes, where the context so permits or requires, the Shares in a Portfolio. "Shareholders" means holders of Shares, and each a "Shareholder".
“Supplement” means the supplement to this Prospectus in respect of a Portfolio.
"TCA" means the Irish Taxes Consolidation Act, 1997 as amended from time to time.
“UCITS” means an undertaking for collective investment in transferable securities.
"United Kingdom" means the United Kingdom of Great Britain and or "UK" Northern Ireland.
"United
States or U.S." means the United States of America, its territories, possessions and all areas subject to its jurisdiction (including the
Commonwealth of Puerto Rico). "United States
Person or U.S.
Person" has the meaning ascribed to it in Regulation S promulgated under the United States Securities Act of 1933, as amended from time to time.
"Valuation
Point" means the point in time by reference to which the Net Asset Value of a Portfolio is calculated as is specified in the Supplement for the relevant Portfolio.
In this Prospectus references to "Euro" and "~" are to the lawful currency in Ireland, references to "Sterling" or "Stg£" are to the lawful currency of the United Kingdom and references to "US$" or "US Dollar" are to the currency of the United States. All references to the foregoing currencies shall include any successor currency.
APPENDIX I
Efficient Portfolio Management General Conditions
1. Techniques and instruments relating to transferable securities utilised for the purposes of efficient portfolio management may be used only in accordance with the investment policies of a Portfolio.
2. Any such technique or instrument must be one which (alone or in combination with one or more other techniques or instruments) is reasonably believed by the Company to be economically appropriate to the efficient portfolio management of a Portfolio. Derivative Contracts
3. Call options may be purchased on condition that the exercise value of the option is at all times held by a Portfolio in cash or securities with a maturity of three months or under. However, uncovered call options may be purchased on the condition that the exercise value of the call options purchased in this way does not exceed 10% of the Net Asset Value of a Portfolio.
4. Generally, call options may be written (sold) on condition that a Portfolio at all times maintains ownership of the security which is the subject of the call option. Index call options may be written provided that all of the assets of a Portfolio, or a proportion which may not be less in value than the exercise value of the call option written, can reasonably be expected to behave in terms of price movement in the same manner as the options contract. However, uncovered call options may be written on the
condition that the aggregate exercise value of all call options sold in this way does not exceed 10% of the Net Asset Value of a Portfolio.
5. Put options may be purchased on condition that the security which is the subject of the put option remains at all times in the ownership of a Portfolio. Index put options may be purchased provided that all of the assets of a Portfolio, or a proportion of such assets, which may not be less in value than the exercise value of the put option purchased, can reasonably be expected to behave in terms of price movement in the same manner as the options contract. Uncovered put options may be purchased on the condition that the exercise value of the put options purchased in this way does not exceed 10% of the Net Asset Value of a Portfolio.
6. Put options may be written (sold) on condition that the exercise value of the options is at all times held by a Portfolio in cash or securities with a maturity of three months or under.
7. Futures contracts may be sold on condition that either the security which is the subject of the contract remains at all times in the ownership of a Portfolio, or on condition that all of the assets of a Portfolio or a proportion of such assets, which may not be less in
value than the exercise value of the futures contracts sold, can reasonably be expected to behave in terms of price movement, in the same manner as the futures contract. 8. Futures contracts may be purchased on condition that the exercise value of the
contract is at all times held by a Portfolio in cash or securities with a maturity of three months or under. However, a Portfolio which invests directly in both the fixed income and equity markets may purchase futures contracts on condition that the aggregate net exposure of the Portfolio is not greater than that which would be achieved through the direct investment of all of the Portfolio' s assets in the underlying securities. In such cases the Portfolio must clearly provide for such an active asset allocation strategy in its investment objectives.
9. The total amount of premium paid or received for options together with the amount of initial margin paid for futures contracts may not exceed 10% of the Net Asset Value of a Portfolio.
10. The conditions listed at 3 to 9 above do not apply to a transaction which is being effected to close out an existing position.
11. Option, interest rate swap and exchange rate swap contracts transacted over the counter ("OTC contracts") are permitted subject to the following additional requirements:
(a) the counterparty has shareholders' funds in excess of ~125 million or equivalent in foreign currency;
(b) the name of the counterparty is disclosed in the subsequent half yearly or annual report issued by a Portfolio;
(c) the Company is satisfied that the counterparty (a) has agreed to value the transaction at least weekly, and (b) will close out the transaction at the request of the Company at a fair value; and
(d) initial outlay in respect of OTC derivatives to any one counterparty must not exceed 5% of the Net Asset Value of a Portfolio.
Other OTC contracts may be permitted by the Central Bank on a case by case basis. 12. A Portfolio may not be leveraged or geared in any way through the use of derivative
instruments.
Use of Repurchase/Reverse Repurchase and Stocklending Agreements
13. Repurchase/reverse repurchase agreements, hereafter referred to as repo contracts, may only be effected in accordance with normal market practice.
14. Collateral obtained under a repo contract or stocklending agreement must be in the form of one of the following:
(a) cash;
(b) government or other public securities; (c) certificates of deposit;
(d) letters of credit which are unconditional and irrevocable and which have a credit rating of A1/P1 or better;
(e) certificates issued by securities exchange clearing systems.
15. Until the expiry of the repo contract or stocklending transaction, securities obtained under such contracts or transactions
(a) cannot be sold or pledged;
(b) must exceed, in value, at all times the value of the amount invested or securities loaned;
(c) must be marked to market daily; and
(d) must be transferred into the name of the Custodian, or its agent.
16. The counterparty to a repo contract or stocklending agreement must have a minimum credit rating of A2/P2 or better.
17. The market value of repo contracts and stocklending agreements outstanding with any one counterparty must not exceed 20% of a Portfolio' s Net Asset Value.
18. Cash received as collateral may not be invested by a Portfolio other than in
government or other public securities, certificates of deposit or letters of credit with maturity of less than three months.
19. A Portfolio must have the right to terminate the stocklending agreement at any time and demand the return of any or all of the securities loaned. The agreement must provide that, once such notice is given, the borrower is obligated to redeliver the securities within 5 Business Days or other period as normal market practice dictates. Protection against Exchange Rate Risk
20. A Portfolio may employ techniques and instruments intended to provide protection against exchange rate risks, including cross-currency hedging, in the context of the management of its assets and liabilities provided that:
(a) the exposure of the Portfolio to foreign currency risk must not be leveraged in any way;
(b) the intention to enter into such transactions should be fully disclosed in the Portfolio' s Prospectus, including disclosure regarding the currencies into which the Portfolio' s currency exposure may be transformed; and
(c) the periodic reports should indicate how these transaction have been utilised. 21. The exposure of the Portfolio to foreign currency risk must not be leveraged in any
way through the use of techniques and instruments permitted under paragraph 20 above. Uncovered positions in currency derivatives are not permitted.
22. The intention to use any of the techniques and instruments permitted under paragraph 20 above should be fully disclosed in the Portfolio' s Prospectus, including in the case of 20(c) disclosure regarding the currencies into which the Portfolio' s currency exposure may be transformed;
23. The periodic reports should indicate how techniques and instruments intended to provide protection against exchange rate risks have been utilised; and
24. The use of forward foreign exchange contracts to alter the currency exposure characteristics held by a Portfolio are permitted provided the transaction is in accordance with the Fund' s investment objective and subject to the following additional requirements: (i) the transactions must not be speculative in nature i.e. they must not constitute an investment in their own right; (ii) the transactions must be fully covered by cash-flows arising from the transferable securities held by a Portfolio; (iii) the transactions may only be undertaken for one or more of the following reasons (a) a reduction in risk (b) a reduction in cost or (c) an increase in capital or income returns to the Portfolio; (iv) the counterparty has shareholders' funds in excess of Euro 125 million or equivalent in foreign currency; (v) the Investment Manager is satisfied that the counterparty has agreed to value the transaction at least weekly and will close out the transaction at the request of the Investment Manager at a fair value.
APPENDIX II
MARKETS
With the exception of permitted investment in unlisted securities or in units of open-ended collective investment schemes, investment will be limited to the following stock exchanges and regulated markets:-
(a) (i) any stock exchange which is: - located in any Member State; or
- located in a member state of the European Economic Area (Norway, Iceland and Liechtenstein); or
- located in any of the following countries:- Australia Canada Hong Kong Japan New Zealand Switzerland
United States of America; or
(ii) any stock exchange or market included in the following list:-
Argentina - Bolsa de Comercio de Buenos Aires, Cordoba, Mendoza, Rosario and La Plaza Stock Exchange;
Brazil - Bolsa de Valores de Sao Paulo, Bolsa de Valores de Brasilia, Bolsa de Valores de Bahia – Sergipe – Alagoas Bolsa de Valores de Extremo Sul Porto Alegre, Bolsa de Valores de Parana Curitiba, Bolsa de Valores de Regional Fortaleza, Bolsa de Valores de Santos, Bolsa de Valores de Pernambuco e Bahia Recife and Bolsa de Valoras de Rio de Janeiro; China - Shanghai Securities Exchange, Fujian Stock Exchange, Hainan Stock
Exchange and Shenzhen Stock Exchange;
Egypt - Cairo Stock Exchange and Alexandria Stock Exchange; Hungary - Budapest Stock Exchange;
India - Mumbai Stock Exchange, Madras Stock Exchange, Delhi Stock Exchange, Ahmedabab Stock Exchange, Bangalore Stock Exchange,
Cochin Stock Exchange, Guwahati Stock Exchange, Magadh Stock Exchange, Pune Stock Exchange, Hyrerabad Stock Exchange, Ludhiana Stock Exchange, Bombay Stock Exchange, Uttar Pradesh Stock Exchange, Calcutta Stock Exchange and the National Stock Exchange of India;
Israel - Tel Aviv Stock Exchange; Korea - Seoul Stock Exchange;
Malaysia - Kuala Lumpur Stock Exchange; Mexico - Bolsa Mexicana de Valores;
Pakistan - Lahore Stock Exchange and Karachi Stock Exchange; Peru - Bolsa de Valores de Lima;
Philippines - Manila Stock Exchange and Makati Stock Exchange; Poland - Warsaw Stock Exchange;
Singapore - Singapore Stock Exchange and the Singapore International Monetary Exchange;
South Africa - Johannesburg Stock Exchange; Sri Lanka - Colombo Stock Exchange;
Taiwan - Taipei Stock Exchange Corporation ; Thailand - Bangkok Stock Exchange;
Turkey - Istanbul Stock Exchange; (iii) any of the following:
The market organised by the International Securities Market Association;
The market conducted by the "listed money market institutions", as described in the Bank of