List of SFC authorized Schemes - Wealth Management in...

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ST. JAMES’S PLACE UNIT TRUSTS

(the “Schemes”)

INFORMATION FOR HONG KONG INVESTORS (“IHKI”)

This IHKI, dated February 2017 should be read in conjunction with, and forms part of the prospectus dated 10 October 2016, as amended from time to time, issued by St. James’s Place Unit Trust Group Limited in relation to the Schemes (the “Prospectus”) and the Product Key Facts Statement of the relevant Schemes set out below, which together form the offering documents (collectively, the “Hong Kong Offering Document”) for the purpose of marketing Units of the relevant Schemes set out below in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Investors should note that the Key Investor Information Document, referred to in the Prospectus, has not been authorized by the SFC and therefore is not available to Hong Kong investors. Unless otherwise specified, defined terms used herein bear the meanings attributed to them in the Prospectus. References to the singular include the plural and vice versa. Notwithstanding anything in the Prospectus, in Hong Kong, the English and Chinese texts of the Hong Kong Offering Document shall be equally authoritative. Important: If you are in any doubt about the contents of this Hong Kong Offering Document, you should seek professional financial advice. The manager of the Schemes, St. James’s Place Unit Trust Group Limited (the “Manager”), accepts full responsibility for the accuracy of the information contained in the Hong Kong Offering Document to the best of the knowledge and belief of the Manager (who has taken all reasonable care and made all reasonable enquiries to ensure that such is the case) the information contained in the Hong Kong Offering Document is accurate as at the date thereof and the Manager confirms, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. Authorisation in Hong Kong In relation to the Schemes as set out in the Prospectus, only the following Schemes are authorised by the Securities and Futures Commission of Hong Kong (“SFC”) pursuant to section 104 of the Securities and Futures Ordinance (“SFO”) and hence may be offered to the public of Hong Kong: List of SFC authorized Schemes St. James’s Place Allshare Income Unit

Trust St. James’s Place Index Linked Gilts Unit

Trust# St. James’s Place Asia Pacific Unit Trust St. James’s Place Balanced Managed

St. James’s Place International Equity Unit Trust


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Unit Trust St. James’s Place Corporate Bond Unit

Trust St. James’s Place Equity Income Unit

Trust St. James’s Place Managed Growth Unit

Trust St. James’s Place Ethical Unit Trust#

St. James’s Place UK and General Progressive Unit Trust

St. James’s Place Global Unit Trust St. James’s Place UK Growth Unit Trust St. James’s Place Global Emerging

Markets Unit Trust St. James’s Place North American Unit

Trust St. James’s Place UK High Income Unit

Trust

St. James’s Place Global Equity Income Unit Trust

St. James’s Place Strategic Managed Unit Trust

# These Schemes are not currently open to new subscriptions or switches in from Hong Kong investors. Existing Hong Kong investors in these Schemes can continue to redeem any holdings in these Schemes by following the usual dealing procedures noted in the Prospectus and below. Warning: Please note that the Prospectus is a global offering document and therefore also contains information of the following Schemes which are not authorised by the SFC: St. James's Place Global Equity Unit Trust St. James’s Place Greater European Progressive Unit Trust St. James’s Place International Corporate Bond Unit Trust St. James’s Place Worldwide Opportunities Unit Trust St. James’s Place Continental European Unit Trust St. James’s Place Investment Grade Corporate Bond Unit Trust St. James’s Place Gilts Unit Trust St. James’s Place UK and International Income Unit Trust In addition, the Prospectus also makes reference to the following schemes which are not authorised by the SFC: St. James’s Place Alternative Assets Unit Trust, St. James’s Place Global Smaller Companies Unit Trust St. James’s Place Money Market Unit Trust St. James’s Place Multi Asset Unit Trust St. James’s Place Property Unit Trust St. James’s Place UK Absolute Return Unit Trust. St. James’s Place UK Income Unit Trust St. James’s Place Diversified Bond Unit Trust St. James’s Place Emerging Markets Equity Unit Trust St. James’s Place Strategic Income Unit Trust No offer shall be made to the public of Hong Kong in respect of the aforementioned unauthorised Schemes/schemes. The issue of the Hong Kong Offering Document was authorized by the SFC only in relation to the offer of the abovementioned SFC-authorised Schemes to the public of Hong Kong. Intermediaries should take note of this restriction.


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SFC authorisation is not a recommendation or endorsement of the Scheme(s), nor does it guarantee the commercial merits of the Scheme(s) or their performance. It does not mean that the Scheme(s) are suitable for all investors, nor is it an endorsement of their suitability for any particular investor or class of investors. Dealing in Units by Hong Kong Investors The following information is in addition to the basic information on dealing set out in the Prospectus. Hong Kong investors should take note accordingly. How to Purchase Units Hong Kong investors wishing to subscribe for Units should contact the Hong Kong Representative. Investors should however note that the following Schemes are not currently open to new subscription by Hong Kong investors: St. James’s Place Ethical Unit Trust, St. James’s Place Index Linked Gilts Unit Trust. Currently, the following Units of the respective Schemes listed under the "List of SFC authorised Schemes" above are generally available for purchase in Hong Kong (unless stated as being closed to new investment, in Unitholders’ interest): For all Schemes listed above under the "List of SFC authorised Schemes": Class H

Accumulation Units of each Scheme and Class L Accumulation Units* of each Scheme. *Note: Any units held by Hong Kong investors on or before 10 October 2016 have been renamed “Class L Accumulation Units”.

Class Management and/or

Investment Adviser Fees and Preliminary Charge (range)#

Minimum investment amount (Initial and subsequent)

Type of eligible investors

Class L Accumulation Units

Annual management charge: 1.11% - 1.37% Investment adviser fee: 0.05% - 0.75% Preliminary charge: 5%

GBP 1,500 (initial) GBP 1,000 (subsequent)

All investors who invest directly into the relevant Scheme.

Class H Accumulation Units

Annual management charge: 1.61% - 1.87% Investment adviser fee: 0.05% - 0.75% Preliminary charge: 5%

GBP 1,500 (initial) GBP 1,000 (subsequent)

Only available to investors in Asia who invest directly into the relevant Scheme.

# Please refer to Appendix 1 of the Prospectus for the actual rate applicable to a particular Scheme. Investors should note that the Hong Kong Offering Document is authorized by the SFC on the condition that only the aforementioned Unit class(es) of the Schemes listed above which are specified as available to Hong Kong investors are offered to the public of Hong Kong. For deals placed in Hong Kong, the dealing cut-off point is 5:00 p.m. (Hong Kong time) on each Hong Kong Business Day on which banks in Hong Kong are also open for normal banking business, or such other time, or times, as the Manager shall determine and notify to Unitholders (the “Hong Kong Dealing Cut-off Point”). The Hong Kong Representative will transmit all applications it received to the Manager as soon as possible. Applications received


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after the Hong Kong Dealing Cut-off Point will normally be processed by the Hong Kong Representative on the next Business Day on which banks in Hong Kong are open for normal banking business. The Manager may, in its sole discretion, waive payment of and/or discount any preliminary charge payable. No money should be paid to any intermediary in Hong Kong who is not licensed or registered to carry on Type 1 (Dealing in Securities) regulated activity under Part V of the SFO or exempted therefrom. How to Redeem Units Hong Kong investors wishing to redeem Units should submit their redemption request to the Hong Kong Representative on or before the Hong Kong Dealing Cut-off Point for its onward transmission to the Manager as soon as possible. Applications received after the Hong Kong Dealing Cut-off Point will normally be processed by the Hong Kong Representative on the next Business Day on which banks in Hong Kong are open for normal banking business. The Manager may, in its sole discretion, waive payment of and/or discount any redemption charge payable. For the avoidance of doubt, notwithstanding the closure of the following Schemes to new subscriptions or switches in from Hong Kong investors, existing Hong Kong investors in these Schemes can continue to redeem any holdings in these Schemes by following the usual dealing procedures noted in the Prospectus and below: St. James’s Place Ethical Unit Trust, St. James’s Place Index Linked Gilts Unit Trust. In specie redemption Investors should also note that special rules apply to a request for repurchase of Units representing not less than 5 per cent. of the total value of the property of a Scheme. These permit the Manager to serve a notice on the Unitholder not later than the close of business on the second Business Day following the day on which the request is received, requiring the Unitholder to accept a transfer of property of that Scheme instead of the repurchase price of his Units. If this is done, the Unitholder may elect instead to receive the net proceeds of the sale by the Manager of that property by serving such notice on the Manager within four Business Days of receipt of the Manager’s notice. The above rules will not have effect to enable Units to be repurchased at a time when repurchase is suspended. For further details investors may refer to the Prospectus (page 37, heading “In Specie Redemption”). How to Switch Units Hong Kong investors wishing to switch Units between different Schemes should submit their switching request to the Hong Kong Representative on or before the Hong Kong Dealing Cut-off Point for its onward transmission to the Manager as soon as possible. Applications received after the Hong Kong Dealing Cut-off Point will normally be processed by the Hong Kong Representative on the next Hong Kong Business Day on which banks in Hong Kong are open for normal banking business. For the avoidance of doubt, applications from existing Hong Kong investors for switches in to the following Schemes will not be accepted: St. James’s Place Ethical Unit Trust, St. James’s Place Index Linked Gilts Unit Trust. The Manager may, in its sole discretion, waive payment of and/or discount any preliminary and/or redemption charge payable.


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Applications for purchase, redemption or switching which are (a) received by the Hong Kong Representative before the Hong Kong Dealing Cut-off Point set out above in respect of any Hong Kong Business Day for transmission to the Manager; and (b) that are received and accepted by the Manager prior to the relevant cut-off point (as described in the Prospectus) in respect of the relevant Business Day, will normally be processed on such Business Day. Applications received after the Hong Kong Dealing Cut-off Point set out above or those which are not received and accepted by the Manager prior to the relevant cut-off point (as described in the Prospectus) will be processed in respect of the next Business Day. Unless otherwise specified and agreed with the Manager in any particular instance, any settlement for subscriptions or switching applications must be made in accordance with the terms set out in the Prospectus and will be effected pursuant to the terms thereof. And for so long as the relevant Scheme(s) are authorized by the SFC and in the absence of any suspension in dealings, redemption payments in relation to any SFC authorized Scheme(s) set out herein shall be paid no later than one calendar month after receipt of all documentation requested by, and to the satisfaction of, the Manager as more particularly set out in the Prospectus (i.e. vis-à-vis the form of payment of proceeds) in pounds sterling (i.e. the currency in which the Units of the Scheme are priced). Additional Restrictions Use of Financial Derivative Instruments As mentioned in Appendix 2 and Appendix 3 of the Prospectus, in addition to the specific objectives and policies of the Schemes as set out in Appendix 1, the Schemes listed under the “List of SFC authorized Schemes” above may also, as an activity ancillary to their primary investment objectives and policies and/or for temporary defensive purposes, utilize financial derivative instruments for efficient portfolio management and hedging purposes under the conditions and within the limits laid down by the Regulations. Notwithstanding the above and for the avoidance of doubt, the Manager hereby confirms that the Schemes (except for St. James’s Place Asia Pacific Unit Trust for which please see the paragraph below) will not use financial derivative instruments for purposes other than efficient portfolio management of the respective Scheme(s) and/or for hedging to protect their assets and commitments. The Schemes will not invest extensively or primarily in financial derivative instruments to achieve a Scheme’s investment objective or for investment purposes (i.e. as noted above, there is only limited/ancillary use of financial derivative instruments for investment purposes). With regard to St. James’s Place Asia Pacific Unit Trust, Hong Kong investors should note that under United Kingdom Financial Conduct Authority (“FCA”) approvals, this Scheme may use derivatives (e.g. futures, options) for investment purposes (although it is anticipated this will be limited and/or infrequent use) and for the purposes of efficient portfolio management (including investment and hedging). However, for so long as this Scheme remains authorised by the SFC, the Manager hereby confirm that this Scheme will not use financial derivative instruments for purposes other than efficient portfolio management of the Scheme and/or for hedging to protect the Scheme’s assets and commitments. The Scheme will not invest extensively or primarily in financial derivative instruments to achieve the Scheme’s investment objective or for investment purposes (i.e. as noted above, there is only limited/ancillary use of financial derivative instruments for investment purposes). Prior written notification of not less than 1 month will be given to affected unitholders and the Hong Kong Offering Document will be updated should the Manager intend to change the aforesaid policy in the future in respect of any Scheme(s) authorised by the SFC in Hong Kong.


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Risk monitoring and management – financial derivative instruments The Manager is required by laws and regulations to employ a risk management process in respect of the Schemes that allows it to monitor accurately, and manage, the global exposure from financial derivative instruments (“global exposure”) which each Scheme faces as a result of its investment strategy. There are 2 generally accepted approaches: (A) The first approach is the commitment approach. The commitment approach is a

methodology that aggregates the underlying market or notional values of financial derivative instruments to determine the degree of global exposure of a Scheme to financial derivative instruments. Pursuant to applicable laws and regulations, the global exposure for a Scheme under the commitment approach must not exceed 100% of the relevant Scheme’s net asset value. This is the approach currently adopted by all Schemes for this purpose.

(B) The alternative approach to monitor and manage risk arising out of the use of

financial derivative instruments is Value at Risk (“VaR”). The VaR methodology measures the potential loss to a Scheme at a particular confidence (probability) level over a specific time period and under normal market conditions. There are two variants of the VaR measure generally used to monitor and manage the global exposure of a fund, namely: (i) “Relative VaR” and (ii) “Absolute VaR”. Relative VaR is where the VaR of a Scheme is divided by the VaR of an appropriate benchmark or reference portfolio, allowing the global exposure of a Scheme to be compared to, and limited by reference to, the global exposure of the appropriate benchmark or reference portfolio. Applicable regulations specify that the VaR of the Scheme under the Relative VaR calculation must not exceed twice the VaR of its benchmark. In contrast, Absolute VaR is commonly used as the relevant VaR measure for absolute return style Schemes, or where a benchmark or reference portfolio is not otherwise appropriate for risk measurement purposes. For the avoidance of doubt, none of the Schemes currently adopt VaR, given that none of the Schemes use financial derivative instruments extensively for investment purposes. However, should this change in respect of any particular Scheme(s), the Manager will provide more information on the above and the relevant document and disclosures will be updated accordingly, as necessary.

Exposure to China B Shares Insofar as any SFC authorized Scheme is permitted to invest (directly or indirectly) in China B Shares (as more particularly described in the Prospectus), such Scheme’s aggregate exposure to China B Shares is not expected to exceed 10% of its net asset value and if the aforesaid percentage is increased the Hong Kong Offering Document will be updated accordingly. Currently the following Schemes may invest (directly or indirectly) in China B Shares: St. James’s Place Balanced Managed Unit Trust St. James’s Place Ethical Unit Trust St. James’s Place Asia Pacific Unit Trust St. James’s Place Global Emerging Markets Unit Trust St. James’s Place Global Unit Trust St. James’s Place International Equity Unit Trust St. James’s Place Managed Growth Unit Trust St. James’s Place UK Growth Unit Trust St. James’s Place Global Equity Income Unit Trust St. James’s Place Strategic Managed Unit Trust


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For the avoidance of doubt, the Schemes will not invest (directly or indirectly) in China A Shares. Based on tax advice on Chinese tax law received by the Manager, under current Chinese tax laws, regulations and implementation rules, if a Scheme will invest directly in China B Shares, then dividends derived during the holding of B Shares will be subject to Chinese withholding income tax (“WHT”), currently at a rate of 10%. WHT on dividends will be withheld by B Share issuers upon distribution of dividends. Under the current Chinese tax laws, there lacks specific guidance on the corporate income tax treatment of capital gains derived on the disposal of China B Shares held directly by a Scheme. Technically, such capital gains should be subject to 10% PRC WHT based on the general principle of for asset transfer provided by the current domestic corporate income tax law and regulation, subject to relief by the applicable double tax treaty/arrangement (if applicable). In addition, the net gains (gains net of losses) from the trading of China B Shares by the Scheme should be subject to Chinese Business Tax (“BT”) at a rate of 5%. However, in practice, the Chinese tax authorities have not enforced the collection of WHT and BT on the gains from the trading of B Shares in absence of specific guidance and withholding mechanism. No Chinese WHT or BT liability will be incurred directly by a Scheme as a result of the Scheme’s indirect exposure to China B Shares. No tax provision has been made by the Scheme in respect of Chinese WHT and BT liability on capital gains resulting from direct / indirect exposure to China B shares but the Scheme reserves the right to make provisions should Chinese tax law, regulation or practice change. Investors should note that a Scheme may indirectly bear Chinese taxes levied on or borne by such schemes and instruments invested in by a Scheme as a result of its indirect exposure to China B shares. Promotional and Advertising Expenses For so long as the relevant Scheme(s) are authorised pursuant to Section 104(1) of the SFO, expenses arising out of any advertising or promotional activities in connection with the relevant Scheme(s) shall not be paid from the Scheme’s assets in accordance with paragraph 6.18(b) of the SFC’s Code on Unit Trusts and Mutual Funds (the “Code”). Cash Rebates and Soft Dollar Commissions No cash rebates will be retained by the Manager, the Investment Advisers or any of their connected persons. Transactions carried out on behalf of the relevant Scheme(s) with the Manager, the Investment Advisers or any of their connected persons will be conducted on an arm's length basis and would only be executed where the brokerage rates are not in excess of customary institutional full service brokerage rates. Termination/Merger of a Scheme The Prospectus and the trust deed of the relevant Scheme does not require that prior notice be given to affected Unitholders of any termination or merger of the relevant Scheme. However, pursuant to applicable United Kingdom laws and regulations, termination of a Scheme requires approval (subject to one month’s prior notice) from the FCA before notifying affected Unitholders on the commencement of a termination (FCA Rules, COLL 7). A merger of a Scheme requires that a general meeting of Unitholders is convened with at least 14 days’ notice and the passing of a Unitholder’s resolution in favour of such proposed merger (FCA Rules, COLL 4).


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For so long as any Scheme(s) are authorised in Hong Kong pursuant to Section 104(1) of the SFO, affected Unitholders will be given 3 months' notice, or such shorter period as the SFC may determine, in the event of such termination or merger of such Scheme. Additional Information FOREIGN ACCOUNT TAX COMPLIANCE ACT U.S. tax legislation, the Foreign Account Tax Compliance Act (FATCA), imposes rules with respect to certain payments to non-U.S. persons, such as the Schemes, including interest and dividends from securities of U.S. issuers and gross proceeds from the sale of such securities. All such payments may be subject to a 30% withholding tax unless the recipient of the payment satisfies certain requirements intended to enable the Internal Revenue Service in the United States of America (IRS) to identify Specified U.S. Persons with interests in such payments. The U.S. and the UK have signed a “model 1 intergovernmental agreement” (IGA) for the implementation of FATCA. Under the IGA, the Schemes will generally be relieved from FATCA withholding tax on payments they receive, as well as the obligation to withhold tax on payments made to Unitholders, provided that HM Revenue & Customs and the Schemes comply with the terms of the IGA and the related UK law. Under the terms of FATCA and the IGA, although the Schemes have not been registered directly with the IRS, the Manager is a reporting financial institution and may need to disclose the name, address, taxpayer identification number and investment information relating to certain Unitholders who fall within the definition of Specified U.S. Person in FATCA, as well as certain other information relating to such interest to HM Revenue & Customs, who will in turn exchange this information with the IRS. The Manager will endeavour to satisfy the requirements imposed under FATCA and the IGA to avoid the Schemes suffering the above withholding tax. In the event that the Manager or HM Revenue & Customs is not able to comply with the requirements imposed by FATCA, the IGA or related UK law, and a Scheme suffers U.S. withholding tax on its investments as a result of such non-compliance, the net asset value of the Scheme may be adversely affected and the Scheme may suffer significant loss as a result. The extent to which the Schemes are able to report to HM Revenue & Customs will depend on each affected Unitholder in a Scheme providing the Manager with any information that the Manager determines is necessary to satisfy such obligations. By subscribing for Units in the Schemes, each affected Unitholder is agreeing to provide such information upon request from the Manager or the Registrar. Unitholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on them and the Schemes. FATCA risk The Manager will endeavour to satisfy the requirements imposed under FATCA to avoid the Schemes suffering any withholding tax. In the event that the a Manager or HM Revenue & Customs is not able to comply with the requirements imposed by FATCA, and a Scheme suffers U.S. withholding tax on its investments as a result of such non-compliance, the net asset value of the Scheme may be adversely affected and the Scheme may suffer significant loss as a result. Stock Lending / Repurchase / Reverse Repurchase Transactions Notwithstanding any disclosure in the Prospectus to the contrary, the Manager currently does not intend to enter into any stock lending or repurchase / reverse repurchase or similar over-the-counter (“OTC”) transactions in respect of any of the SFC authorized Schemes listed


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above. Prior SFC approval will be sought and at least one month prior notice will be given to Unitholders should there be a change in such intention. Charging of Fees and Expenses to Capital Whilst the Prospectus provides that certain Schemes may charge either (i) all fees and expenses; (ii) the annual management charge; or (iii) the Investment Adviser’s fee out of the relevant Scheme’s capital, this policy will not affect Hong Kong investors as only Accumulation Units are being offered in Hong Kong. Establishment costs For the avoidance of doubt, any establishment costs of the SFC authorised Schemes listed above will not be charged to the Scheme. Enhanced disclosure / clarification in relation to certain existing disclosures of the Schemes in the Prospectus In the Prospectus: 1. Under the heading “6 The Investment Advisers” of the Prospectus, each of the sections

referring to the relevant Investment Adviser of each Scheme has the following statement as the last sentence: “The Manager may terminate the agreement with immediate effect in the interests of Unitholders”.

For the avoidance of doubt, in such cases, for any Scheme(s) that is authorized by the SFC in Hong Kong, the Manager will ensure that any delegation of discretionary investment management functions will only be made to an entity that is acceptable to the SFC.

2. All references to investment in the Scheme(s) via regular savings plans for individual savings accounts (and related disclosures) are not applicable to Hong Kong investors as these are not available in Hong Kong. Likewise, all references to redemption of Units for reinvestment within an ISA wrapper (and related disclosures) are not applicable to Hong Kong investors as these are not available in Hong Kong.

Certain Schemes’ investment objectives and policy state that such Scheme(s) may invest in investment grade securities. Unitholders should note however that securities which were investment grade at the time of acquisition may be downgraded and that there is no specific requirement to sell such securities if they fall below investment grade unless otherwise stated in the investment policy of the relevant Scheme(s). The risk of securities, which are investment grade at the time of acquisition, being downgraded will vary over time. The Manager will assess each situation on its merits but does not expect that a majority of any such securities held by a relevant Scheme(s) would be downgraded in this manner, except in extreme market conditions. Under normal market conditions, the Manager does not expect such downgrading to occur frequently as, in general, the Manager will endeavor to avoid the purchase of securities that may follow a downward migration path.

3. Notwithstanding anything therein to the contrary, the Manager has confirmed that none of

the aforementioned Schemes may invest more than 10% of its net asset value in non-investment grade sovereign securities.

4. Investors should note that the term “Investment Association” referred to in the Prospectus, in particular, under the “Investment Objectives and Policy” section of St. James’ Place Balanced Managed Unit Trust, St. James’ Place Managed Growth Unit Trust and St.


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James’ Place Strategic Managed Unit Trust refers to the UK industry body which represents UK investment managers.

5. Investors should note that the term “index linked securities” in the objectives and policy section of St. James’ Place Strategic Managed Unit Trust refers to financial instruments for which the amounts of the coupon payments (interest) and/or the principal outstanding are linked to a general price index, a specific price index or an exchange rate index (per OECD definition). Investors should note the related risk factors in this regard (e.g. interest rate risk, downgrading risk).

Enhanced disclosure in relation to the delegation arrangement of the St. James’s Place Strategic Managed Unit Trust In respect of the St. James’s Place Strategic Managed Unit Trust, investors should note that the investment adviser, namely Threadneedle Asset Management Limited (“Threadneedle”), as described in the Prospectus, has (as between Threadneedle and the sub-delegate, internally) sub-delegated discretionary investment management functions in respect of this Scheme to Columbia Management Investment Advisers, LLC (“Columbia”) (up to 15% of the Scheme’s net asset value). Columbia is authorized to provide investment supervisory services by virtue of its regulation by the Securities and Exchange Commission of the U.S.A. Columbia has its registered office and head office at 225 Franklin Street, Boston, MA 02110, U.S.A. Additional Information re strategy of St. James’ Place Strategic Managed Unit Trust Investor should note that the Scheme will not invest in securities issued by or guaranteed by a single country (including its government, a public or local authority of that country) whose credit rating is below investment grade, which is being equivalent to or below BBB- from the rating agency Standard & Poor. Additional Information re strategy of St. James’ Place Corporate Bond Unit Trust The Prospectus provides, inter alia, that the Scheme may invest in a range of fixed interest securities including, but not limited to, UK and overseas corporate and government bonds, emerging market bonds, asset back securities and defaulted and/or distressed bonds. Investors should note that, in the case of government bonds, emerging market bonds and asset back securities, in normal market conditions the portfolio’s maximum exposure to the relevant security can be up to 10% of the Scheme’s net asset value. In the case of defaulted and/or distressed bonds, in normal market conditions the portfolio’s maximum exposure to the relevant security can be up to 20% of the Scheme’s net asset value. Notwithstanding the above, the overall exposure to these securities, in aggregate, will not exceed 20% of the Scheme’s net asset value. The Scheme’s maximum exposure to unrated debt securities is 10% of the Scheme’s net asset value. The Scheme may have significant exposure to European securities. In addition, investors should also note that: in normal market conditions, this Scheme is expected to be predominantly invested in

high yield bonds issued by corporations. However, the Manager will reduce this proportion as necessary (e.g. by investing in Investment Grade Corporate Bonds, namely corporate bonds with credit rating of no lower than a ‘BBB minus’ from the ratings agency Standard & Poor’s or equivalent) to preserve the capital value of the Scheme if required by market conditions (e.g. where there are insufficient investable corporate high yield bonds which meet the investment objective of the Scheme).

Additional Information re strategy of St. James’s Place Asia Pacific Unit Trust


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Investors should note the following additional information in respect of the investment strategy of the Scheme:

1. The Scheme aims to achieve its objective by predominantly (i.e. at least 75 % of the

Scheme’s net asset value) investing into the equities of companies exposed to the Asia Pacific (such as Hong Kong, India, Australia and Taiwan).

2. The Scheme is also permitted to invest up to a total of 25% of its net asset value in other types of transferable securities (e.g. depositary receipts), units and/or shares in collective investment schemes, money market instruments, deposits, and use derivatives (e.g. futures, options) for investment purposes (although it is anticipated this will be limited and/or infrequent use) and for the purposes of efficient portfolio management (including investment and hedging).

3. The Scheme may not invest more than 30% of its net asset value in equities issued by companies in a single country.

Additional Information re strategy of the relevant Schemes listed below - Ancillary Investments Investors should note that the Schemes listed below may invest on an ancillary basis in the instruments indicated below: Ancillary investments Relevant SFC authorized Scheme

Other types of transferable securities St. James’ s Place UK High Income Unit Trust

St. James’ s Place North American Unit Trust


St. James’s Place Balanced Managed Unit Trust

St. James’s Place Ethical Unit Trust

St. James’s Place Index Linked Gilts Unit Trust


St. James’s Place Managed Growth Unit Trust


St. James’s Place Asia Pacific Unit Trust

St. James’s Place Corporate Bond Unit Trust

UK and overseas fixed interest and index-linked securities

St. James’ s Place UK High Income Unit Trust

Units and/or shares in collective investment schemes






St. James’s Place UK and General Progressive


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Unit Trust



Money market instruments St. James’ s Place North American Unit Trust










Deposits St. James’ s Place North American Unit Trust










Cash and near cash St. James’s Place Corporate Bond Unit Trust



St. James’s Place UK Growth Unit Trust

Derivatives and forward transactions for the purposes of efficient portfolio management and hedging (Derivatives however will not be used extensively for investment purposes)









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Derivatives and forward transactions for investment purposes and for the purposes of efficient portfolio management and hedging (Derivatives however will not be used extensively for investment purposes)


Other, non-UK, highly rated (which means at least BBB- from the rating agency Standard & Poor) government backed index linked securities


Additional Information re strategy of St. James’ Place UK High Income Unit Trust Investors should note that: An illustration of the reference to investment in “other types of transferable securities” on

an ancillary basis by this Scheme is, for instance, investment in non-UK equities.

The reference to “high Income” in the name of this Scheme is to indicate that the Scheme aims to invest in equities which provide a high level of dividends compared to their peers. It does not indicate that investors will receive a high level of income or otherwise. Moreover, this strategy does not mean that the Scheme itself would make distributions in all circumstances. Investors should also note that this reference is not indicative of this Scheme’s performance or returns, and the Scheme does not have any guarantees. Moreover, investors should also note that the Scheme may not achieve such a desired result under all circumstances and/or market conditions.

Fees and Charges Rates The current rate of the following fees / charges (if any, for Accumulation Units) is set out in the Prospectus. A. Payable by Investors: (i) Preliminary Charge (also referred to as the initial charge) #; and (ii) Redemption Charge (this is currently n/a) B. Payable by the Schemes: (i) Annual Management Charge (inclusive of Trustee’s charges and expenses) ##; and (ii) Investment Adviser Fees##. # This is also the maximum rate. ## This is also the maximum rate. SFC prior approval will be obtained, and prior investor notice given to

affected Unitholders (as noted below), for any increase to this maximum rate. Increase to rates


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Investors should refer to the Prospectus for the manner, and any notice period, for increase of the preliminary and annual management charge and redemption charge (if any). In summary, this is set out below for investors’ easy reference: Type of charge Prior notice period given:

Preliminary and annual management charge:

At least 60 days

Redemption charge: Currently there is no redemption charge levied. However, at least 60 days notice will be given if this changes and in any case such redemption charge would not apply to Units issued before the date of introduction of such charge. For details please refer to the Prospectus page 31.

In general at least one month’s notice will be given to affected Unitholders’ in respect of any increase in fees and charges applicable to any SFC authorised Scheme(s). Additional Risk-Factors In addition to the risk factors noted in the Prospectus (Appendix 4), Unitholders should also note the following risk factors / elaborations of risk factors described in the Prospectus, as the case may be, vis-à-vis the relevant SFC authorized Schemes noted below: Risk factor Relevant SFC authorized Scheme

Financial Derivative Instruments Risks

The use of financial derivative instruments by the Scheme may expose the Scheme to higher risks including counterparty credit risk, liquidity risk, valuation risk, volatility risk, over-the-counter transaction risk and leverage risk. The leverage element/component of a financial derivative instrument can result in a loss significantly greater than the amount invested in the financial derivative instrument by the Scheme. In adverse situation, the use of financial derivative instruments for efficient portfolio management and hedging purposes may become ineffective and the Scheme may suffer significant losses.

All Schemes

Concentration Risk

The Scheme has significant exposure to certain country/region. The value of the Scheme may therefore experience more volatility as it is more susceptible to adverse economic, political, policy, foreign exchange, liquidity, tax, legal or regulatory event affecting such market resulting from a limited number of holdings than a fund with a broader, geographically diversified portfolio.

St. James’s Place Allshare Income Unit Trust



St. James’s Place Equity Income Unit Trust

St. James’s Place Global Emerging Markets


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Unit Trust


St. James’s Place Global Unit Trust








Limited Pool of Investments Risk

The Scheme invests in companies that meet generally accepted ethical criteria and is therefore subject to risks in relation to a narrowed investment universe. Eligible investment opportunities may be limited and the Scheme may hold other assets such as deposits. If an investment subsequently fails to meet the ethical criteria, the Scheme may dispose the investments at an unfavourable price and time and the Scheme’s net asset value may be adversely affected.


Eurozone Risk

The Scheme may have significant investment exposure to the Eurozone or the Euro. In light of any ongoing concerns on the sovereign debt risk of certain countries within the Eurozone, such Scheme’s investments in the region which are denominated in Euro or securities where the issuers have their registered office or exercise the predominant part of their economic activities in Europe may experience increased volatility and foreign exchange risk. Also, measures taken by the European governments or other authorities to address their economic and financial problems may not be effective. Any adverse events (such as downgrade of the sovereign credit rating or default of a sovereign or European financial institutions, or departure of one or more European Union member states from the Eurozone resulting in, in particular but not limited to, the European single







St. James’s Place Global Emerging Markets Unit Trust


St. James’s Place International Equity Unit


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currency ceasing to exist or currency redenomination) may adversely impact the value and liquidity of such Scheme’s investments, and may ultimately impact the performance of such Scheme. The performance of such Scheme will be tied to the market, currency, economic, political or other conditions in Europe and may result in significant loss.

Trust





Emerging Markets Risk

Investment in emerging markets may involve a higher than average risk than developed markets due to the volatility of currency exchange rates, limited geographic focus, investment in a smaller number of issuers, legal and taxation risks, settlement risks, custody risks, political and economic instability and relative illiquid markets. Further, investment in such markets may be subject to risks such as likelihood of a high degree of volatility, market suspension, restrictions on foreign investment and control on repatriation of capital.

There are also possibilities of nationalisation, expropriation, foreign exchange control, government regulation, social instability, inflation and a lower standard of corporate governance, which could adversely affect the economies of emerging markets or the value of the Scheme’s investments. Accounting, auditing and financial reporting standards, practices and disclosure requirements applicable to some countries in which the Scheme may invest may differ from those applicable in developed countries, for example, less information may be available to investors and such information may be out of date.










Exchange Risk

The Scheme may hold overseas investments denominated in currencies different from the Scheme’s base currency. Adverse exchange rate fluctuations between these currencies and the Scheme’s base currency and changes in exchange rate controls can result in a decrease in income and loss of capital.

In addition, if an investor invests in a class of Units of a relevant Scheme which are denominated in a currency which is different from the currency in which the majority of the investor’s assets and liabilities are denominated (“Own Currency”), such an investor is also subject to currency risk in the form of potential capital losses resulting from changes in exchange rate








St. James’s Place Global Equity Income


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controls, adverse movements of the exchange rate between the investor’s Own Currency and the currency of the class of Units of the relevant Scheme in which such investor invests. Investors should also note that the relevant Scheme’s investment returns are denominated in UK Pound Sterling (“GBP”). US Dollar (“USD”) and / or HK Dollar (“HKD”) based investors are therefore exposed to fluctuations in the USD/ HKD/ GBP exchange rate.

Unit Trust





St. James’s Place North American Unit Trust





Equities Risk

The Scheme will invest in equity securities and will be subject to general market risk.

The equity markets in which the Scheme invests may be volatile and the Scheme’s net asset value may fluctuate substantially in response to the activities and performance of individual companies or because of investment sentiment, political environment, general market and economic conditions, issuer-specific factors, regional and global instability, policy, liquidity, tax, legal or regulatory events, and changes in currency exchange rates and interest rates.

If the market value of equity securities in which the Schemes invests in decrease, the Scheme’s net asset value may be adversely affected and investors may suffer substantial loss.











St. James’s Place North American Unit


St. James’s Place UK and General


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Progressive Unit Trust



Interest Rate Risk

Interest rate fluctuations may affect the capital value of investments. When long term interest rates rise, the capital value of units is likely to fall and vice versa and in turn, ultimately adversely affect the net asset value of the relevant Scheme.







Fixed Income Securities Risk (General)

The Scheme will invest in fixed-income securities which are subject to interest rates risk and currency exchange rates risk, as well as changes in credit quality of the issuer. The value of such investments decreases when interest rates rise and vice versa which affects the net asset value of the Scheme. Such investments will also be affected by any adverse situations. The Scheme may suffer losses if the issuer defaults.







Convertible Stock Risk

The Scheme may invest in convertible stock which are corporate securities generally offering fixed interest or dividend yields which may be converted either at a stated price/rate for common or preferred stock at specified times.

Investments in convertible stock are subject to similar interest rate, counterparty and credit risks associated with comparable conventional corporate bonds and fixed income securities. Its market value tends to decline as interest rates rise and also tends to vary with fluctuations in the market value of the underlying common or preferred stock.

The value of the convertible stocks may also be affected by changes in the credit rating, liquidity or financial condition of the issuer. The Scheme may also be exposed to the credit insolvency risks of the issuers of the convertible stocks. The net asset value of the



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Scheme may be adversely affected.

Counterparty and Credit Risk

The value of units may fall in the event of the default or reduced credit rating of an issuer. To the extent that a counterparty defaults on its obligations and a Scheme is prevented from exercising its rights with respect to the investment in its portfolio, the Scheme may experience a decline in its net asset value. With regard to the credit downgrading of an issuer, the value of the relevant debt securities may decline rapidly, which will adversely affect the net asset value of the Scheme. Credit ratings are based on the perceived likelihood of issuer default.






Liquidity Risk

The Scheme may invest in certain securities that subsequently become difficult to sell because of reduced liquidity which may be driven by market event or determined in the creditworthiness of the issuer. The market value of such securities may be adversely affected. This would ultimately affect the net asset value of the Scheme.







High Yield Debt Instruments Risk

The Scheme may invest in high yield corporate debt instruments which have a credit rating below investment grade (being equivalent to below BBB– from the rating agency Standard & Poors). High yield corporate bonds carry a higher risk of default and can be less liquid than government or investment grade corporate bonds.






Non-Investment Grade Debt Risk

The market for non-investment grade and unrated securities may be less active. Investment of the Scheme's assets in relatively illiquid investments may restrict the ability of the Scheme to dispose of its investments at a price and time that it wishes to do so. This may result in a loss to the Scheme.



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Smaller Companies Risk

The Scheme may invest in smaller companies (e.g. in terms of its scope of activities, size or market capitalization), which may be less liquid than the securities of larger companies. Such investments may involve risks such as limited product lines, markets and financial or managerial resources. Trading in such securities may be subject to more abrupt price movements than trading in the securities of larger companies.

St. James’s Place Allshare Income Unit Trust.



Downgrading Risk

Debt securities may subsequently be downgraded. The value of the units may fall in the event of the downgrading of such debt securities. Valuation of such securities is more difficult and thus the Scheme’s price may be more volatile. The investment value of such securities held by the Scheme may be adversely affected.

The market for non-investment grade and unrated securities may be less active. A lowering of the credit rating of a security or its issuer may affect the security’s liquidity, making it more difficult for the Scheme to sell such security at a price or time that the Scheme wishes to do so. Investment of the Scheme's assets in relatively illiquid investments may restrict the ability of the Scheme to dispose of its investments at a price and time that it wishes to do so. This may result in a loss to the Scheme.






Sovereign Debt Risk

(a) The Scheme may invest in sovereign debt securities. Insofar as the Scheme invests in any sovereign debt securities, the Scheme will be exposed to the direct or indirect consequences of political, social and economic changes in various countries by investing in the bonds of governmental entities. The governmental entity that controls the repayment of sovereign debt may be affected by these changes and may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. Holders may be requested to participate in the rescheduling of such sovereign debt and to extend further loans to the issuers. The value of investments of the Scheme may be adversely affected.

Parts (a) and (b) applicable:




Part (a) applicable:



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(b) The Scheme may invest in securities issued or guaranteed by the government of a country with a sovereign credit rating below investment grade. The performance and value of the Scheme could deteriorate should there be any adverse credit events in the sovereign, in particular if there is downgrading of the sovereign credit rating or a default or bankruptcy of a sovereign occurs. In addition, there may be no bankruptcy proceedings by which sovereign debt on which a governmental entity has defaulted may be recovered in whole or in part.

Risks associated with Asset Backed Securities, Defaulted and Distressed Bonds

The Scheme may invest in asset backed securities and defaulted and/or distressed bonds which may be highly illiquid and prone to substantial price volatility. These instruments may be subject to greater credit, liquidity and interest rate risk compared to other debt securities. They are often exposed to extension and prepayment risks and risks that the payment obligations relating to the underlying assets are not met, which may adversely impact the returns of the securities.


Early Termination Risk

The Scheme(s) may be terminated early by reference to certain events as described in the section headed “Termination / Merger of a Scheme”. In the event of the termination of the relevant Scheme(s), the relevant Scheme(s) would have to distribute to the affected Unitholders their pro rata interest in the assets of the relevant Scheme(s). It is possible that at the time of such sale or distribution, certain investments held by the relevant Scheme(s) will be worth less than the initial cost of acquiring such investments, resulting in a loss to the affected Unitholder. Moreover, any organisational expenses (such as establishment costs) with regard to the relevant Scheme(s) that had not yet been fully amortised would be debited against the Scheme(s)’s assets at that time.

All Schemes noted above.

Hong Kong Representative Pursuant to an agreement dated 6 February 2015, as amended from time to time (the "Hong Kong Representative Agreement"), the Manager has appointed St. James’s Place (Hong Kong) Limited as the Hong Kong Representative of the relevant Schemes. St. James’s Place (Hong Kong) Limited will perform the duties required of a Hong Kong representative prescribed under the SFC’s Code, which are set out in the Hong Kong Representative Agreement. The fees of the Hong Kong Representative will be borne by St. James’s Place Wealth Management Group.


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As noted above under the heading “Dealing in Units by Hong Kong Investors”, unless otherwise specified or agreed by the Manager in any particular case, all applications for subscription, redemption or switching should be made through the Hong Kong Representative for onward transmission to the Manager at its Administration Centre. Reports For so long as the relevant Scheme(s) are authorized by the SFC in Hong Kong, distribution of the Hong Kong Offering Document in Hong Kong must be accompanied by the relevant Scheme’s most recent audited annual report and subsequent half-yearly report (if issued) in English. Printed copies of the audited reports (in English) in respect of the preceding financial year of the relevant Scheme and the unaudited semi-annual reports (in English) (collectively the “Reports”) will not be sent to Hong Kong investors. However, printed copies of the Reports are available from the Hong Kong Representative on request free of charge and soft copies of the Reports will be available on the Hong Kong Representative’s website, http://www.sjp.asia/hong-kong/documents , and Hong Kong investors will be notified when these Reports are available, within 4 months and 2 months of the end of the relevant period respectively. For the avoidance of doubt, Hong Kong investors should refer to the Hong Kong Representative’s website (http://www.sjp.asia/hong-kong/documents ) for information relating to the Reports. Hong Kong investors should not refer to St. James’s Place’s UK website (https://www.sjp.co.uk/funds/unit-trust-group-funds ##) as referenced in the Prospectus. Price publication and related information Investors may obtain information on the most recent issue and/or redemption prices from the Hong Kong Representative, St. James’s Place (Hong Kong) Limited by telephone hotline at +852 3728 0499. If the dealing in Units and calculation of the net asset value of one or more classes of Units of any Scheme which is authorized by the SFC ceases or is suspended, immediate notice of such suspension will be given to the SFC and will be published immediately following such decision to suspend is taken, and at least once a month during the period of suspension, on the Hong Kong Representative’s website, http://www.sjp.asia/hong-kong/documents . For the avoidance of doubt, as noted in the Prospectus (under the heading “Suspension of Dealings”), suspension of dealings may be provided for only in exceptional circumstances and having regard to the interests of Unitholders. General Information Miscellaneous The price of Units may go down as well as up. Inspection of material contracts referred to in paragraph 22 of the Prospectus in Hong Kong This website has not been reviewed by the SFC. This website has not been reviewed by the SFC and may contain information on schemes not authorised by the SFC.

http://www.sjp.asia/hong-kong/documents


23

Hong Kong investors / Unitholders may inspect (free of charge) a copy of the aforesaid material contract(s) (only insofar as these are relevant to the SFC authorised Schemes) at the address of the Hong Kong Representative, noted below.


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Taxation The Schemes, as noted above, are authorised by the SFC under section 104 of the SFO and are hence exempt from tax in Hong Kong on all investment income earned by the relevant Scheme, as more particularly described below. Scheme(s) For so long as the relevant Scheme maintains its authorisation with the SFC under section 104 of the SFO, such Scheme is not liable to pay tax on profits arising in or derived from Hong Kong which are received or accrued by (i) gains or profits of that Scheme arising from the sale or other disposal of or redemption on maturity or presentiment of shares or securities; (ii) gains or profits of that Scheme under a foreign exchange contract or futures contract; or (iii) interest. Unitholder(s) There is no tax on capital gains from the sale or other disposal by an investor of Units. However, in the case of certain investors (principally dealers in securities, financial institutions and insurance companies carrying on business in Hong Kong), such gains may be considered to be part of the investor’s normal business profits and in such circumstances may be subject to Hong Kong profits tax. There will be no stamp duty payable in Hong Kong on the issue of registered Units in the Schemes outside Hong Kong, as well as on redemption or transfer of existing Units, since the Unit register of the Schemes is maintained outside Hong Kong. There is currently no estate duty payable in Hong Kong. The above information relating to taxation is based on the enacted laws and current practice of Hong Kong. It is not meant to be (and should not be viewed as) a replacement for specific legal advice. It is not meant to be comprehensive and is subject to change. Prospective investors should therefore consult their own professional advisers as to the implications of buying, holding or disposing of Shares and to the provision of the laws of the jurisdiction in which they are subject to tax. Enquiries and Complaints All enquiries and complaints relating to the Schemes and requests to view or obtain documents relating to the Schemes should be addressed to the Hong Kong Representative, St. James’s Place (Hong Kong) Limited, at the following address: 1/F Henley Building, 5 Queens Road Central, Hong Kong The Hong Kong Representative can also be contacted by telephone at +852 2824 1083 or by facsimile at +852 2824 2024. Dated: February 2017

ST. JAMES’S PLACE UNIT TRUSTS UCITS PROSPECTUS (SCHEME PARTICULARS)

Prepared in accordance with the Collective Investment Schemes Sourcebook

10 October 2016

2 MAIN\KWWAN\17187034_1.doc

SCHEMES MANAGED BY

ST. JAMES’S PLACE UNIT TRUST GROUP LIMITED

PROSPECTUS

PREPARED IN ACCORDANCE WITH THE FCA’s COLLECTIVE INVESTMENT SCHEME SOURCEBOOK

IN RELATION TO

UCITS SCHEMES ST. JAMES’S PLACE ALLSHARE INCOME UNIT TRUST

ST. JAMES'S PLACE ASIA PACIFIC UNIT TRUST ST. JAMES’S PLACE BALANCED MANAGED UNIT TRUST

ST. JAMES’S PLACE CONTINENTAL EUROPEAN UNIT TRUST ST. JAMES’S PLACE CORPORATE BOND UNIT TRUST ST. JAMES’S PLACE DIVERSIFIED BOND UNIT TRUST

ST. JAMES’S PLACE EMERGING MARKETS EQUITY UNIT TRUSTST. JAMES’S PLACE EQUITY INCOME UNIT TRUST

ST. JAMES’S PLACE ETHICAL UNIT TRUST ST. JAMES’S PLACE GILTS UNIT TRUST

ST. JAMES’S PLACE GLOBAL UNIT TRUST ST. JAMES’S PLACE GLOBAL EMERGING MARKETS UNIT TRUST

ST. JAMES’S PLACE GLOBAL EQUITY INCOME UNIT TRUSTST. JAMES'S PLACE GLOBAL EQUITY UNIT TRUST

ST. JAMES’S PLACE GREATER EUROPEAN PROGRESSIVE UNIT TRUST ST. JAMES’S PLACE INDEX LINKED GILTS UNIT TRUST

ST. JAMES’S PLACE INTERNATIONAL CORPORATE BOND UNIT TRUST ST. JAMES’S PLACE INTERNATIONAL EQUITY UNIT TRUST

ST. JAMES’S PLACE INVESTMENT GRADE CORPORATE BOND UNIT TRUST ST. JAMES’S PLACE MANAGED GROWTH UNIT TRUST ST. JAMES’S PLACE NORTH AMERICAN UNIT TRUST

ST. JAMES’S PLACE STRATEGIC INCOME UNIT TRUSTST. JAMES’S PLACE STRATEGIC MANAGED UNIT TRUST

ST. JAMES’S PLACE UK AND GENERAL PROGRESSIVE UNIT TRUST ST. JAMES’S PLACE UK AND INTERNATIONAL INCOME UNIT TRUST

ST. JAMES’S PLACE UK GROWTH UNIT TRUST ST. JAMES’S PLACE UK HIGH INCOME UNIT TRUST

ST.JAMES’S PLACE UK INCOME UNIT TRUSTST. JAMES’S PLACE WORLDWIDE OPPORTUNITIES UNIT TRUST

The information contained in this Prospectus was current at the date shown below. Any person relying on this information should check with St. James’s Place Unit Trust Group Limited that this document is the most current version and that no revisions have been made nor corrections published to the information contained in this Prospectus since the date shown.

This document is important and you should read all the information contained in it carefully. If you are in any doubt as to the meaning of any information contained in the document, you should consult either your St. James’s Place Partner or call the Client Helpline number.


Copies of this document, which constitutes the Prospectus relating to the above unit trusts, have been sent to the Financial Conduct Authority and to the Trustee in accordance with the Collective Investment Scheme Sourcebook.

This Prospectus is dated and valid as 10 October 2016.


DIRECTORY

Manager

St. James’s Place Unit Trust Group Limited St. James’s Place House 1 Tetbury Road Cirencester Gloucestershire GL7 1FP

Trustee

BNY Mellon Trust & Depositary (UK) Limited One Canada Square London E14 5AL

Solicitors

Burges Salmon LLP One Glass Wharf Bristol BS2 0ZX

Auditors

PricewaterhouseCoopers LLP Atria One 144 Morrison Street Edinburgh EH3 8EX

Registrar

International Financial Data Services (UK) Limited IFDS House St. Nicholas Lane Basildon Essex SS15 5FS

Administration Centre

International Financial Data Services (UK) Limited PO Box 9034 Chelmsford CM99 2XA

CLIENT HELPLINE: 0800 0271031


CONTENTS

PAGE

DEFINITIONS 8

1 THE CONSTITUTION OF THE SCHEMES 10

2 THE MANAGER 10

3 RESPONSIBILITIES OF THE TRUSTEE 11

4 THE REGISTRAR 13

5 THE AUDITOR 13

6 THE INVESTMENT ADVISERS 13

7 PRICING AND ACCOUNTING 26

8 INVESTMENT LIMITS APPLICABLE TO THE SCHEMES 26

9 THE PROFILE OF THE TYPICAL INVESTOR 27

10 ELIGIBILITY FOR INCLUSION IN AN ISA 27

11 INTERNATIONAL REPORTING OBLIGATIONS 27

12 CHARACTERISTICS OF UNITS IN THE SCHEMES 28

13 VALUATION OF PROPERTY 30

14 CHARGES AND EXPENSES 30

15 ISSUE AND REPURCHASE OF UNITS 34

16 ACCOUNTING PERIODS AND ALLOCATION OF INCOME 38

17 UNITHOLDER MEETINGS 40

18 WINDING UP 41

19 TAXATION 42

20 DEALINGS BY THE MANAGER, THE TRUSTEE AND THE INVESTMENT ADVISER 46

21 MONEY LAUNDERING PREVENTION 46

22 ADDITIONAL INFORMATION 46

23 RISK FACTORS 47

24 COMPLAINTS 47

25 FINANCIAL SERVICES COMPENSATION SCHEME 48


APPENDIX 1 49

THE CONSTITUTION, OBJECTIVES AND OTHER INFORMATION ON THE SCHEMES:

St. James’s Place Allshare Income Unit Trust St. James’s Place Asia Pacific Unit Trust St. James’s Place Balanced Managed Unit Trust St. James’s Place Continental European Unit Trust St. James’s Place Corporate Bond Unit Trust St. James’s Place Diversified Bond Unit Trust St. James’s Place Emerging Markets Equity Unit Trust St. James’s Place Equity Income Unit Trust St. James’s Place Ethical Unit Trust St. James’s Place Gilts Unit Trust St. James’s Place Global Unit Trust St. James’s Place Global Emerging Markets Unit Trust St. James’s Place Global Equity Unit Trust St. James’s Place Global Equity Income Unit Trust St. James’s Place Greater European Progressive Unit Trust St. James’s Place Index Linked Gilts Unit Trust St. James’s Place International Corporate Bond Unit Trust St. James’s Place International Equity Unit Trust St. James’s Place Investment Grade Corporate Bond Unit Trust St. James’s Place Managed Growth Unit Trust St. James’s Place North American Unit Trust St. James’s Place Strategic Income Unit Trust St. James’s Place Strategic Managed Unit Trust St. James’s Place UK and General Progressive Unit Trust St. James’s Place UK and International Income Unit Trust St. James’s Place UK Growth Unit Trust St. James’s Place UK High Income Unit Trust St. James’s Place UK Income Unit Trust St. James’s Place Worldwide Opportunities Unit Trust APPENDIX 2 153

INVESTMENT AND BORROWING POWERS OF THE FOLLOWING SCHEMES: St. James’s Place Allshare Income Unit Trust St. James’s Place Asia Pacific Unit Trust St. James’s Place Continental European Unit Trust St. James’s Place Equity Income Unit Trust St. James’s Place Ethical Unit Trust St. James’s Place Global Unit Trust St. James’s Place Greater European Progressive Unit Trust St. James’s Place International Equity Unit Trust St. James’s Place North American Unit Trust St. James’s Place UK and General Progressive Unit Trust St. James’s Place UK Growth Unit Trust St. James’s Place UK High Income Unit Trust St. James’s Place Worldwide Opportunities Unit Trust


APPENDIX 3 162 INVESTMENT AND BORROWING POWERS OF THE FOLLOWING SCHEMES: St. James’s Place Balanced Managed Unit Trust St. James’s Place Corporate Bond Unit Trust St. James’s Place Diversified Bond Unit Trust St. James’s Place Emerging Markets Equity Unit Trust St. James’s Place Gilts Unit Trust St. James’s Place Global Emerging Markets Unit Trust St. James’s Place Global Equity Unit Trust St. James’s Place Global Equity Income Unit Trust St. James’s Place Index Linked Gilts Unit Trust St. James’s Place International Corporate Bond Unit Trust St. James’s Place Investment Grade Corporate Bond Unit Trust St. James’s Place Managed Growth Unit Trust St. James’s Place Strategic Income Unit Trust St. James’s Place Strategic Managed Unit Trust St. James’s Place UK and International Income Unit Trust St. James’s Place UK Income Unit Trust APPENDIX 4 178 RISK FACTORS APPENDIX 5 186 VALUATION OF THE PROPERTY OF THE SCHEMES APPENDIX 6 192 REMUNERATION POLICY STATEMENT APPENDIX 7 194 SUB CUSTODIANS OF THE SCHEMES


DEFINITIONS "Act" the Financial Services and Markets Act 2000 as amended, replaced,

extended or re-enacted from time to time;

"Business Day" Monday to Friday excluding UK public and bank holidays or any day on which the London Stock Exchange is not open for the normal full duration of its trading hours;

"Cancellation Rules" the rules contained in the FCA’s Handbook of Rules and Guidance (as amended from time to time) relating to the right, where applicable, to cancel a purchase of Units in a Scheme;

"EU" The European Union established by the Treaty on European Union signed at Maastricht on 07 February 1992 (as amended);

"FATCA" the provisions, enacted in the US, commonly known as the Foreign Account Tax Compliance Act enacted on 18 March 2010 (as amended, consolidated or supplemented from time to time) including any regulations issued pursuant to it;

"FCA" Financial Conduct Authority of 25, The North Colonnade, Canary Wharf, London E14 5HS and any successor entity;

"ISA" Individual Savings Account;

"Manager" St. James’s Place Unit Trust Group Limited;

"Non-UCITS means a fund authorised by the FCA which may be marketed to the Retail Scheme" general public in the UK but which does not benefit from certain rights

conferred under the UCITS Directive; "Registrar" International Financial Data Services (UK) Limited;

"Regulations" or "COLL" the rules and directions contained in the Collective Investment Scheme Sourcebook as amended, replaced, extended or re-enacted from time to time;

"Schemes" the unit trusts managed by the Manager as listed in Appendix 1 and "Scheme" means any one of the Schemes;

"Specified US Person" a Unitholder who falls within the definition of a "Specified US Person" for the purposes of FATCA;

"St. James’s Place Appointed Representatives of the St. James’s Place Group who advise, Partners" inter alia, in relation to St. James’s Place investment products; "Trust Deeds" the respective Trust Deeds constituting the Schemes as respectively

amended by any Supplemental Deeds and "Trust Deed" shall mean any of the Trust Deeds;

"Trustee" BNY Mellon Trust & Depositary (UK) Limited;


"UCITS Directive" the European Parliament and Council Directive of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (as amended from time to time);

"UCITS Scheme" a fund authorised by the FCA which complies with the conditions necessary for it to enjoy the rights conferred by the UCITS Directive;

"Unit" an income or an accumulation unit in a Scheme as set out in Appendix 1 "Units" shall be construed accordingly;

"Unitholder" a holder of Units.


1 CONSTITUTION OF THE SCHEMES

Each Scheme is a unit trust authorised by the FCA under Section 243 of the Act. Details relating to the constitution of each Scheme are contained in Appendix 1. Each Scheme is a UCITS Scheme. Unitholders are not liable for the debts of the Schemes.

The Schemes are governed by the Regulations, each Scheme’s Trust Deed and this Prospectus.

The base currency of each Scheme is UK pounds sterling.

2 THE MANAGER

The Manager of the Schemes is St. James’s Place Unit Trust Group Limited, a company with limited liability incorporated in England and Wales on 10th February 1969 under number 947644 whose registered and head office is at St. James’s Place House, 1 Tetbury Road, Cirencester, Gloucestershire GL7 1FP. Unit trust administration is carried out on behalf of the Manager by International Financial Data Services (UK) Limited at IFDS House, Saint Nicholas Lane, Basildon, Essex, SS15 5FS. The Manager is a member of the St. James’s Place plc group of companies whose ultimate holding company is St. James’s Place plc, a company incorporated in England and Wales. The issued share capital of the Manager is £2,000,000, which is fully paid up.

The Manager is authorised and regulated by the FCA.

In addition to the Schemes, the Manager also acts as the authorised fund manager of the St. James’s Place Alternative Assets Unit Trust, the St. James’s Place Global Smaller Companies Unit Trust, the St. James’s Place Money Market Unit Trust, the St. James’s Place Multi Asset Unit Trust, the St. James’s Place Property Unit Trust and the St. James’s Place UK Absolute Return Unit Trust.

The directors of the Manager are at present:

Mr. D. C. Bellamy Chief Executive of St. James’s Place plc. Mr. A.M. Croft Chief Financial Officer of St. James’s Place plc. Mr. I. S. Gascoigne Managing Director of St. James’s Place plc. Mr. D. J. Lamb Managing Director of St James’s Place plc. The directors of the Manager are also directors of all other companies within the St. James’s Place plc group of companies, including St. James’s Place UK plc and St. James’s Place Wealth Management plc. The directors have no other significant business interests which are not connected with the business of the Manager.

Employees of the Manager are subject to the requirements of the remuneration policy, a summary of which is provided in Appendix 6.


3 RESPONSIBILITIES OF THE TRUSTEE

The Trustee BNY Mellon Trust & Depositary (UK) Limited is the Trustee of the Schemes. The Manager has appointed the Trustee to act as depositary for purposes of Directive 2009/65/EC of the European Parliament and European Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities, as amended by Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 (the “UCITS V Directive”), as supplemented by the Level 2 Regulations adopted as delegated acts by the European Commission pursuant to Article 112a of the UCITS V Directive, following their entry into full legal force and effect in the European Union (and for the avoidance of doubt, following the expiration of any implementation period applicable to such regulations) (the “UCITS V Regulations”), and as incorporated into English law by any Statutory Instrument as may be issued from time to time to implement the UCITS V Directive in the UK (the “UK Implementing Legislation”). References hereinafter to the “Directive” shall include the UCITS V Directive as supplemented by the UCITS V Regulations and as incorporated into English law by the UK Implementing Legislation, and any other implementing legislation on an EU or UK level. The Trustee is a private company limited by shares incorporated in England and Wales on 25 June 1998. Its ultimate holding company is The Bank of New York Mellon Corporation, a public company incorporated in the United States. The registered office of the Trustee is at The Bank of New York Mellon Centre, 160 Queen Victoria Street, London EC4V 4LA and its principal place of business is at One Canada Square, London E14 5AL. Duties of the Trustee The Trustee is responsible for the safekeeping of all the scheme property of the Schemes, monitoring the cash flows of the Schemes, and must ensure that certain processes carried out by the Manager are performed in accordance with the applicable rules and scheme documents. Conflicts of Interest For the purposes of this section, the following definitions shall apply: “Link” means a situation in which two or more natural or legal persons are either linked by a direct or indirect holding in an undertaking which represents 10% or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of the undertaking in which that holding subsists. “Group Link” means a situation in which two or more undertakings or entities belong to the same group within the meaning of Article 2(11) of Directive 2013/34/EU or international accounting standards adopted in accordance with Regulation (EC) No. 1606/2002.


The Schemes, Manager and unitholders The following conflicts of interests may arise between the Trustee, the Schemes and the Manager:

A Group Link where the Manager has delegated certain administrative functions to an entity within the same corporate group as the Custodian.

The Trustee shall ensure that policies and procedures are in place to identify all conflicts of interests arising from such Group Links and shall take all reasonable steps to avoid such conflicts of interests. Where such conflicts of interests cannot be avoided, the Trustee and the Manager will ensure that such conflicts of interests are managed, monitored and disclosed in order to prevent adverse effects on the interests of the Schemes and their unitholders. To the extent that a Link exists between the Trustee and any unitholders in the Schemes, the Trustee shall take all reasonable steps to avoid conflicts of interests arising from such a Link, and ensure that its functions comply with Article 23 of the UCITS V Regulations as applicable. Delegation of Safekeeping Functions The Trustee is permitted to delegate (and authorise its delegate to sub-delegate) the safekeeping of Scheme Property. The Trustee delegated safekeeping of the Scheme Property to State Street Bank and Trust Company (“the Custodian”). In turn, the Custodian has delegated the custody of assets in certain markets in which the Trusts may invest to various sub-delegates (“sub-custodians”). A list of sub-custodians is given in Appendix 7. Investors should note that, except in the event of material changes requiring a prompt update of this Prospectus, the list of Sub-Custodians is updated only at each Prospectus review. The Trustee is liable to the Schemes for the loss of financial instruments of the Schemes which are held in custody as part of the Trustee’s safekeeping function. The liability of the Trustee will not be affected by the fact that it has entrusted its safekeeping function to a third party save where this liability has been lawfully discharged to a delegate (any such discharge will be notified to Unitholders) or where the loss of financial instruments arises as a result of an external event beyond reasonable control of the Trustee as provided for under the UCITS V Directive. The Trustee will not be indemnified out of the assets of the Schemes for the loss of financial instruments where it is so liable. Delegation The following conflicts of interests may arise as a result of the delegation arrangements relating to safekeeping outlined above:

A Group Link where the Trustee has delegated the safekeeping of Scheme Property to an entity within the same corporate group as the Trustee.

A Group Link where the Custodian has sub-delegated the safekeeping of Scheme Property to an entity within the same corporate group as the Custodian or the Trustee.

The Trustee shall ensure that policies and procedures are in place to identify all conflicts of interests arising from such Group Links and shall take all reasonable steps to avoid such conflicts of interests. Where such conflicts of interests cannot be avoided, the Trustee and the Custodian will ensure that such conflicts of interests are managed, monitored and disclosed in order to prevent adverse effects on the interests of the Schemes and their unitholders.


Updated information Up-to-date information regarding the Trustee, its duties, its conflicts of interest and the delegation of its safekeeping functions will be made available to unitholders on request. Terms of Appointment The Manager is required to enter into a written contract with the Trustee to evidence its appointment. The Trustee is entitled to receive remuneration out of scheme property under the terms of the Trust Deeds for its services, as set out in section 14 of this Prospectus. The Trustee (or its associates or any affected person) is under no obligation to account to the Manager, the Schemes or the Unitholders for any profits or benefits it makes or receives that are made or derived from or in connection with the dealings of Units of the Schemes, any transaction in scheme property or the supply of services to the Schemes.

4 THE REGISTRAR

The Registrar of the Schemes is International Financial Data Services (UK) Limited, which maintains the Register of Unitholders. The Register may be inspected at IFDS House, St. Nicholas Lane, Basildon Essex SS15 5FS, on any Business Day between 9.30 a.m. and 5.00 p.m. Unitholders (and their representatives) are also entitled to contact the Registrar at the address above to request a copy of their entry on the Register, free of charge.

5 THE AUDITOR

The Auditor of the Schemes is PricewaterhouseCoopers LLP, Atria One, 144 Morrison Street, Edinburgh, EH3 8EX.

6 THE INVESTMENT ADVISERS

St. James’s Place Diversified Bond Unit Trust

The investment advisers to the Scheme are: (1) Payden & Rygel ("P&R") whose registered office and head office is at 333 South Grand Avenue, Suite 3200, Los Angeles, California, U.S.A. 90071; (2) TwentyFour Asset Management LLP (“24AM") whose registered office and head office is 24 Cornhill, London, EC3V 3ND; and (3) Brigade Capital Management LP (“Brigade”), whose registered and head office is at 399 Park Avenue, Suite 1600, New York, NY 10022, U.S.A. 24AM is authorised and regulated by the FCA. P&R and Brigade are authorised to provide investment advisory services by virtue of their regulation by the U.S. Securities and Exchange Commission. P&R, 24AM and Brigade have been appointed to act as discretionary investment advisers to the Scheme under agreements between the Manager and P&R, 24AM and Brigade. The Manager has given P&R, 24AM and Brigade complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. P&R, 24AM and Brigade will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager. All withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.


P&R, 24AM and Brigade are not entitled to any commission in respect of any deal on behalf of the Scheme, but are remunerated separately from the scheme property on the basis set out in section 14 and Appendix 1 of this prospectus. The agreements may be terminated by 6 months’ notice by P&R, 24AM and Brigade, or with immediate effect by the Manager. All agreements may be terminated with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.

St. James’s Place Emerging Markets Equity Unit Trust

The investment adviser to the Scheme is Wasatch Advisors Inc. ("Wasatch"), which is authorised to provide investment supervisory services by virtue of its regulation by the Securities & Exchange Commission of the U.S.A.. Wasatch has its registered office and head office at 3rd Floor, 505 Wakara Way, Salt Lake City, UT 84108, United States.

Wasatch has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Wasatch. Wasatch's principal activity is the provision of investment management services. The Manager has given Wasatch complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Wasatch is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property on the basis set out in section 14 and Appendix 1 of this prospectus. The agreement may be terminated by 6 months’ notice by Wasatch, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Strategic Income Unit Trust

The investment advisers to the Scheme are (1) BlueBay Asset Management LLP ("BlueBay") whose registered office and head office is at 77 Grosvenor Street, London, W1K 3JR; (2) Schroders Investment Management Limited ("Schroders") whose registered office and head office is at 31 Gresham Street, London EC2V 7QA; TwentyFour Asset Management LLP ("24AM") whose registered office and head office is at 24 Cornhill, London EC3V 3ND; and (4) MidOcean Credit Fund Management LP (“MidOcean”) whose registered office and head office is at 320 Park Avenue, Suite 1600, New York, NY 10022.

BlueBay, Schroders and 24AM are authorised and regulated by the FCA. MidOcean is authorised to provide investment advisory services by virtue of its regulation by the U.S. Securities and Exchange Commission.

BlueBay, Schroders, 24AM and MidOcean have been appointed to act as discretionary investment advisers to the Scheme under agreements between the Manager and BlueBay, Schroders, 24AM and MidOcean. The Manager has given BlueBay, Schroders, 24AM and MidOcean complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein.

BlueBay, Schroders, 24AM and MidOcean will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager. All withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.


BlueBay, Schroders, 24AM and MidOcean are not entitled to any commission in respect of any deal on behalf of the Scheme, but are remunerated separately from the scheme property on the basis set out in section 14 and Appendix 1 of this prospectus

The agreements may be terminated by 3 months’ notice by MidOcean, by 6 months’ notice by BlueBay, Schroders and 24AM, or 3 months’ notice by the Manager in the case of MidOcean and with immediate effect by the Manager in respect of BlueBay, Schroders and 24AM. All agreements may be terminated with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.

St. James’s Place UK Income Unit Trust

The principal investment adviser to the Scheme is Majedie Asset Management Limited ("Majedie"), which is authorised and regulated in the United Kingdom by the FCA. Majedie has its registered office and head office at 10 Old Bailey, London EC4M 7NG. The currency management investment adviser to the Scheme is State Street Europe Limited (“SSEL”) which is authorised and regulated in the United Kingdom by the FCA. SSEL has its registered office and head office at 20 Churchill Place, Canary Wharf, London E14 5HJ.

Majedie has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Majedie. Majedie's principal activity is the provision of investment management services. The Manager has given Majedie complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Majedie is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property on the basis set out in section 14 and Appendix 1 of this prospectus. The agreement may be terminated by 6 months’ notice by Majedie, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

SSEL has been appointed to act as an investment adviser to the Scheme under a currency management agreement between the Manager and SSEL. The Manager has given SSEL complete discretion to effect foreign exchange transactions for the Scheme, for the specific objective of mitigating the effect of foreign currency volatility, in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. SSEL is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated entirely by the Manager out of the Manager’s annual management charge.

The agreement with SSEL may be terminated by 30 days’ notice by either party, or with immediate effect by the Manager in the interests of Unitholders.

St. James’s Place North American Unit Trust

The investment adviser to the above Scheme is Aristotle Capital Management LLC (“Aristotle”), which is authorised to provide investment supervisory services by virtue of its regulation by the Securities and Exchange Commission of the U.S.A. Aristotle has its registered office and head office at 11100 Santa Monica Boulevard, Suite 1700, Los Angeles, CA 90025, U.S.A.


Aristotle has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Aristotle. The Manager has given Aristotle complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Aristotle is not entitled to any commission in respect of any deal on behalf of the Schemes, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Aristotle, with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Magellan Asset Management Limited (“Magellan”), which is authorised to provide investment supervisory services by virtue of its regulation by the Australian Securities & Investments Commission. Magellan has its registered office and head office at MLC Centre, Level 36, 19 Martin Place, Sydney, New South Wales, 2000 Australia

Magellan has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Magellan. The Manager has given Magellan complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Magellan is not entitled to any commission in respect of any deal on behalf of the Schemes, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 3 months’ notice by either party. The agreement may also be terminated with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Invesco Asset Management Limited ("Invesco"), which is authorised and regulated in the United Kingdom by the FCA. Invesco has its registered office and head office at Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire RG9 1HH.

Invesco has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Invesco. The Manager has given Invesco complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deeds and this Prospectus and subject to the limitations imposed therein. Invesco is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Invesco or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


St. James’s Place Investment Grade Corporate Bond Unit Trust

The investment adviser to the above Scheme is Loomis, Sayles & Company L.P. ("Loomis"), which is authorised to provide investment supervisory services by virtue of its regulation by the Securities & Exchange Commission of the U.S.A. Loomis has its principal office at One Financial Center, Boston, MA 02111 U.S.A.

Loomis has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Loomis. The Manager has given Loomis complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deeds and this Prospectus and subject to the limitations imposed therein. Loomis is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Loomis or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Schroder Investment Management Limited ("Schroders"), which is authorised and regulated in the United Kingdom by the FCA. Schroders has its registered office and head office at 31 Gresham Street, London EC2V 7QA.

Schroders has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Schroders. The Manager has given Schroders complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deeds and this Prospectus and subject to the limitations imposed therein. Schroders is not entitled to any commission in respect of any deal on behalf of the Scheme. Schroders is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 3 months’ notice by either party. The agreement may also be terminated with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Aberdeen Asset Managers Limited ("Aberdeen"), which is authorised and regulated in the United Kingdom by the FCA. Aberdeen has its registered office and head office at 10 Queen Street, Aberdeen Ab10 1YG.

Aberdeen has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Aberdeen. The Manager has given Aberdeen complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Aberdeen is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 3 months’ notice by either party or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.



The investment adviser to the above Scheme is First State Investments (Hong Kong) Limited ("First State"), which is authorised and regulated in Hong Kong by the Securities & Futures Commission. First State has its registered office and head office at Level 25, One Exchange Square, Central, Hong Kong.

The investment adviser may delegate the exercise of any of its powers or discretions or the performance of any of its obligations to First State Investments (Singapore).

First State has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and First State. The Manager has given First State complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. First State is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ written notice by First State or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Artisan Partners Limited Partnership ("Artisan"), which is authorised to provide investment advisory services by virtue of its regulation by the U.S. Securities and Exchange Commission. Artisan has its registered office and head office at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202, USA..

Artisan has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Artisan. The Manager has given Artisan complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Artisan is not entitled to commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Artisan or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Worldwide Opportunities Unit Trust

The investment advisers to the above Scheme are: (1) Select Equity Group, Inc ("Select") whose registered office and principal place of business is at 380 Lafayette Street, New York, NY 10003 U.S.A.; (2) Burgundy Asset Management Limited ("Burgundy") whose registered office and principal place of business is at Bay Wellington Tower, 181 Bay Street, Suite 4510, Toronto, Ontario, M5J 2T3, Canada; and (3) Artisan Partners Limited Partnership ("Artisan"), which has its registered office and head office at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202, USA.

Select and Artisan are authorised to provide investment supervisory services by virtue of their regulation by the Securities & Exchange Commission of the U.S.A. Burgundy is authorised to provide investment supervisory services by virtue of its regulation by the Securities & Exchange Commission of the U.S.A. and the Ontario Securities Commission of Ontario, Canada.


Select, Burgundy and Artisan have been appointed to act as discretionary investment advisers to the Scheme under agreements between the Manager and Select, Burgundy and Artisan. The Manager has given Select, Burgundy and Artisan complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein.

Each of Select, Burgundy and Artisan will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager; all withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.

Select, Burgundy and Artisan are not entitled to any commission in respect of any deal on behalf of the Scheme, but are remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreements may be terminated by 6 months' notice by Select, Burgundy and Artisan. The agreement with Select may be terminated by 1 months' notice by the manager. The agreements with Burgundy and Artisan may be terminated with immediate effect by the Manager. All agreements may be terminated with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Majedie Asset Management Limited ("Majedie"), which is authorised and regulated in the United Kingdom by the FCA. Majedie has its registered office and head office at 10 Old Bailey, London EC4M 7NG.

Majedie has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Majedie. The Manager has given Majedie complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Majedie is not entitled to commission in respect of any deal on behalf of the Scheme but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Majedie or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is RWC Asset Management LLP (“RWC”), which is authorised and regulated in the United Kingdom by the FCA. RWC has its registered office and head office at 60 Petty France, London SW1H 9EU.

RWC has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and RWC. The Manager has given RWC complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. RWC is not entitled to commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.


The agreement may be terminated by 6 months’ notice by RWC or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Continental European Unit Trust

The investment adviser to the above Scheme is S.W. Mitchell Capital LLP which is authorised and regulated in the United Kingdom by the FCA. S.W. Mitchell Capital LLP has its registered office and head office at Princes House, 38 Jermyn Street, London SW1Y 6DN.

S.W. Mitchell Capital LLP has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and S.W. Mitchell Capital LLP. The Manager has given S.W. Mitchell Capital LLP complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. S.W. Mitchell Capital LLP is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by S.W. Mitchell Capital LLP, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Greater European Progressive Unit Trust

The investment advisers to the above Scheme are: (1) S. W. Mitchell Capital LLP, as detailed above in their role as investment adviser to the St. James’s Place Continental European Unit Trust, and (2) Burgundy Asset Management Limited ("Burgundy"), as detailed above in their role as an investment adviser to the St. James's Place Worldwide Opportunities Unit Trust. S. W. Mitchell Capital LLP is authorised and regulated in the United Kingdom by the FCA. Burgundy is authorised to provide investment supervisory services by virtue of its regulation by the Securities & Exchange Commission of the U.S.A. and the Ontario Securities Commission of Ontario, Canada.

S.W. Mitchell Capital LLP and Burgundy have been appointed to act as discretionary investment advisers to the Scheme under agreements between the Manager and S.W. Mitchell Capital LLP and Burgundy. The Manager has given S.W. Mitchell Capital LLP and Burgundy complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein.

Each of S.W. Mitchell Capital LLP and Burgundy will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager; all withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.

S.W. Mitchell Capital LLP and Burgundy are not entitled to any commission in respect of any deal on behalf of the Scheme but are remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreements may be terminated by 6 months’ notice by S.W. Mitchell Capital LLP and Burgundy or with immediate effect by the Manager, or with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.



The investment advisers to the above Scheme are: (1) J O Hambro Capital Management Limited (“JOHCM”) whose registered office and principal place of business is Ryder Court, 14 Ryder Street, London SW1Y 6QB; (2) BlackRock Investment Management (UK) Limited ("BlackRock IM") whose registered office and head office is at 12 Throgmorton Avenue, London, EC2N 2DL; and (3) Majedie Asset Management Limited ("Majedie"), as detailed above in their role as investment adviser to the St. James's Place UK Growth Unit Trust. JOHCM, BlackRock and Majedie are authorised and regulated in the United Kingdom by the FCA.

JOHCM, BlackRock IM and Majedie have been appointed to act as discretionary investment advisers to the Scheme under agreements between the Manager and JOHCM, BlackRock IM and Majedie. The Manager has given JOHCM, BlackRock IM and Majedie complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein.

Each of JOHCM, BlackRock IM and Majedie will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager; all withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.

JOHCM, BlackRock IM and Majedie are not entitled to any commission in respect of any deal on behalf of the Scheme, but are remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreements may be terminated by 6 months’ notice by JOHCM and Majedie, by 3 months' notice by BlackRock IM or with immediate effect by the Manager, or with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is BlackRock Investment Management (UK) Limited (“BlackRock IM”), as detailed above in their role as an investment adviser to the St James's Place UK and General Progressive Unit Trust. BlackRock IM is authorised and regulated in the United Kingdom by the FCA.

BlackRock IM has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and BlackRock IM. The Manager has given BlackRock IM complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. BlackRock IM is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 3 months’ notice by BlackRock IM, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


St. James's Place Global Equity Unit Trust

The investment advisers to the above Scheme are: (1) Sands Capital Management, LLC ("Sands") whose registered office and principal place of business is 1101 Wilson Blvd, Suite 2300, Arlington VA 22209, U.S.A.; (2) J O Hambro Capital Management Limited ("JO Hambro") whose registered office and principal place of business is at Ryder Court, Ground Floor, 14 Ryder Street, London SW1Y 6QB; (3) BlackRock Investment Management (UK) Limited ("BlackRock") whose registered office and head office is at 12 Throgmorton Avenue, London EC2N 2DL; and (4) EdgePoint Investment Group Inc (“EdgePoint”) whose registered office and head office is 150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9, Canada.

Sands is authorised to provide investment management and investment advisory services by virtue of its registration with the Securities & Exchange Commission of the USA. EdgePoint is authorised to provide investment management and investment advisory services by virtue of its registration with the Ontario Securities Commission. BlackRock and J O Hambro are authorised and regulated in the United Kingdom by the Financial Conduct Authority.

Sands, J O Hambro, BlackRock and EdgePoint have been appointed to act as discretionary investment advisers to the Scheme under separate investment management agreements with the Manager. The Manager has given Sands, J O Hambro and EdgePoint complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. The Manager has given Blackrock a constrained investment mandate to invest the property of the Scheme into a portfolio of equities designed to track the performance of the MSCI AC World Equally Weighted Index, subject to such investment being in accordance with the Regulations, the Trust Deed and this Prospectus and the limitations imposed therein.

Each of Sands, J O Hambro, BlackRock and EdgePoint will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager, all withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.

The aggregate fees of Sands, J O Hambro, BlackRock and EdgePoint are deducted directly from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreements may be terminated by 3 months’ notice by BlackRock and EdgePoint, by 6 months’ notice by Sands and J O Hambro, or with immediate effect by the Manager, or with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.

St. James’s Place Gilts Unit Trust

The investment adviser to the above Scheme is Wellington Management International Ltd ("Wellington"), which is authorised and regulated in the United Kingdom by the FCA. Wellington has its registered office and head office at Cardinal Place, 80 Victoria Street, London SW1E 5JL.


Wellington has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Wellington. The Manager has given Wellington complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Wellington is not entitled to any commission in respect of any deal on behalf of the Scheme but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 3 months’ notice by Wellington or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Allshare Income Unit Trust and St. James’s Place Balanced Managed Unit Trust

Please note that Units in the St. James’s Place Allshare Income Unit Trust were closed to new investment from 10 November 2014, except in the case of existing Unitholders who continued to invest through a regular savings plan. However, with effect from 10 October 2016 the Manager, being satisfied that new Units could again be issued without compromising the St. James's Place Allshare Income Unit Trust's investment objective or materially prejudicing existing Unitholders, has permitted additional investment into the Scheme (see section 12 ‘Characteristics of Units in the Schemes’ for more information).

The investment adviser to the above Schemes is AXA Investment Managers UK Ltd ("AXA"), which is authorised and regulated in the United Kingdom by the FCA. AXA has its registered office and head office at 7 Newgate Street, London EC1A 7NX.

AXA has been appointed to act as discretionary investment adviser to the Schemes under an agreement between the Manager and AXA. The Manager has given AXA complete discretion in the investment of the property of the Schemes in accordance with the Regulations, the Trust Deeds and this Prospectus and subject to the limitations imposed therein. AXA is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by AXA, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place Global Emerging Markets Unit Trust Please note that Units in the St. James’s Place Global Emerging Markets Unit Trust were closed to new investment from 28 April 2014, except in the case of existing Unitholders who continued to invest through a regular savings plan. However, with effect from 10 October 2016 the Manager, being satisfied that new Units could again be issued without compromising the St. James's Place Global Emerging Markets Unit Trust's investment objective or materially prejudicing existing Unitholders, has permitted additional investment into the Scheme (see section 12 ‘Characteristics of Units in the Schemes’ for more information).

The investment adviser to the above Scheme is Henderson Global Investors Limited ("Henderson"), which is authorised and regulated in the United Kingdom by the FCA. Henderson has its registered office and head office at 201 Bishopsgate, London EC2M 3AE.


Henderson has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Henderson. The Manager has given Henderson complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Henderson is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 month’s written notice by Henderson or with immediate effect on written notice by the Manager or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place International Corporate Bond Unit Trust

The investment advisers to the above Scheme are (1) Capital Four Management Fondsmæglerselskab A/S ("Capital Four") whose registered office and principal place of business is Per Henrik Lings Allé 2, 2100 København Ø, Denmark; and (2) Oaktree Capital Management, L.P. ("Oaktree") whose registered office and principal place of business is 333 South Grand Ave, 28th Floor, Los Angeles, CA 90071 USA.

Capital Four is supervised by the Danish Financial Services Authority.

Oaktree is authorised to provide investment management and investment advisory services by virtue of its registration with the Securities & Exchange Commission of the USA.

Capital Four and Oaktree have been appointed to act as discretionary investment advisers to the Scheme under separate investment management agreements with the Manager. The Manager has given Capital Four and Oaktree complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein.

Each of Capital Four and Oaktree will exercise their responsibilities over a segmented portfolio of the property of the Scheme. Subscriptions to the Scheme will be allocated to the segmented portfolios at the discretion of the Manager, all withdrawals and switches out from the Scheme will be taken from the segmented portfolios at the discretion of the Manager. The Manager reserves the right at any time to re-allocate a proportion of the value of any segmented portfolio.

The aggregate fees of Capital Four and Oaktree are deducted directly from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreements may be terminated by 6 months’ notice by Capital Four and Oaktree, or with immediate effect by the Manager, or with immediate effect by any party in certain situations. The Manager may terminate the agreements with immediate effect in the interests of Unitholders.

St. James’s Place UK & International Income Unit Trust

The investment adviser to the above Scheme is Artemis Investment Management LLP ("Artemis"), which is authorised and regulated in the United Kingdom by the FCA. Artemis has its registered and head office at 42 Melville Street, Edinburgh, Midlothian EH3 7HA.


Artemis has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Artemis. The Manager has given Artemis complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Artemis is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by either party on the basis of 3 months’ written notice, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Manulife Asset Management (US) LLC ("Manulife"), which is authorised to provide investment management and investment advisory services by virtue of its regulation by the Securities & Exchange Commission of the USA. Manulife has its Principal Office and Place of Business at 197 Clarendon Street, Boston, MA 02117, USA.

Manulife has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Manulife. The Manager has given Manulife complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Manulife is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Manulife, or with immediate effect by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.


The investment adviser to the above Scheme is Threadneedle Asset Management Limited ("Threadneedle"), which is authorised and regulated in the United Kingdom by the FCA. Threadneedle has its registered and head office at Cannon Place, 78 Cannon Street, London EC4N 6AG.

Threadneedle has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and Threadneedle. The Manager has given Threadneedle complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. Threadneedle is not entitled to any commission in respect of any deal on behalf of the Scheme, but is remunerated separately from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by Threadneedle, or by 2 weeks’ notice by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

St. James’s Place UK High Income Unit Trust

The investment adviser to the above Scheme is Woodford Investment Management LLP (“WIM"), which is authorised and regulated in the United Kingdom by the FCA. WIM has its registered and head office at 9400 Garsington Road, Oxford Business Park, Oxford OX4 2HN.


WIM has been appointed to act as discretionary investment adviser to the Scheme under an agreement between the Manager and WIM. The Manager has given WIM complete discretion in the investment of the property of the Scheme in accordance with the Regulations, the Trust Deed and this Prospectus and subject to the limitations imposed therein. WIM is not entitled to any commission in respect of any deal on behalf of the Scheme but is remunerated from the scheme property of the Scheme on the basis set out in section 14 and Appendix 1 of this Prospectus.

The agreement may be terminated by 6 months’ notice by WIM, or by 15 business days’ notice by the Manager, or with immediate effect by either party in certain situations. The Manager may terminate the agreement with immediate effect in the interests of Unitholders.

7 PRICING AND ACCOUNTING

Pricing and accounting aspects of administration for all Schemes are outsourced to State Street Bank and Trust Company, 525 Ferry Road, Edinburgh EH5 2AW.

8 INVESTMENT LIMITS APPLICABLE TO THE SCHEMES

All Schemes are UCITS schemes. The Regulations prescribe certain limitations on the investments which may be included in the property of each of the Schemes. Each Scheme is also subject to any restrictions set out in the relevant Trust Deed and this Prospectus.

Appendix 2 sets out a summary of the investment and borrowing powers in relation to each of the St. James’s Place Allshare Income Unit Trust, the St. James’s Place Asia Pacific Unit Trust, the St. James’s Place Continental European Unit Trust, the St. James’s Place Equity Income Unit Trust, the St. James’s Place Ethical Unit Trust, the St. James’s Place Global Unit Trust, the St. James’s Place Greater European Progressive Unit Trust, the St. James’s Place International Equity Unit Trust, the St. James’s Place North American Unit Trust, the St. James’s Place UK and General Progressive Unit Trust, the St. James’s Place UK Growth Unit Trust, the St. James’s Place UK High Income Unit Trust and the St. James’s Place Worldwide Opportunities Unit Trust.

Appendix 3 sets out a summary of the investment and borrowing powers in relation to each of the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, The St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James’s Place Global Equity Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust. St. James's Place Asia Pacific Unit Trust, St. James’s Place Diversified Bond Unit Trust, St. James’s Place Investment Grade Corporate Bond Unit Trust and St. James’s Place Strategic Income Unit Trust may invest in derivatives for the purposes of investment and for the purposes of efficient portfolio management.

All other Schemes may invest in derivative instruments and forward transactions for efficient portfolio management purposes, including hedging.


9 THE PROFILE OF THE TYPICAL INVESTOR

The range of St. James’s Place Schemes are all designed to be marketable to retail investors, primarily as a result of advice given by St. James’s Place Partners. The choice of specific Scheme(s) should be determined by the attitude to risk, the wish for income and/or growth, and the intended length of time for investment. In addition, the Schemes are also open to investment from institutional investors which will typically be pension funds.

10 ELIGIBILITY FOR INCLUSION IN AN ISA

All of the St. James’s Place Unit Trusts detailed in this Prospectus will be invested so that they will be eligible for inclusion in a Stocks and Shares ISA.

PEPs were available until April 1999; they have since been re-named ISAs.

11 INTERNATIONAL REPORTING OBLIGATIONS

Foreign Account Tax Compliance Act

US tax legislation, the Foreign Account Tax Compliance Act – “FATCA”, can affect financial institutions such as the Schemes. As a result, the Schemes (or the Manager or Trustee on their behalf) may need to disclose the name, address, taxpayer identification number and investment information relating to certain U.S. investors who fall within the definition of Specified US Person in FATCA that own, directly or indirectly, an interest in certain entities, as well as certain other information relating to such interest to HM Revenue & Customs, who will in turn exchange this information with the Internal Revenue Service in the United States of America.

The extent to which the Schemes are able to report to HM Revenue & Customs will depend on each affected Unitholder in a Scheme, providing the Scheme with any information, that the Manager or Trustee determines is necessary to satisfy such obligations. By signing the application form to subscribe for Units in the Schemes, each affected Unitholder is agreeing to the disclosure as outlined in the paragraph above and to provide such information upon request from the Manager, Trustee or their delegates. Unitholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their interest in the Schemes.

Common Reporting Standard

UK tax legislation (International Tax Compliance Regulations Act 2015 incorporating the Common Reporting Standard – “CRS”), can affect financial institutions such as the Schemes. As a result, the Schemes (or the Manager or Trustee on their behalf) may need to disclose the name, address, taxpayer identification number and investment information relating to certain investors who fall within the definition of Controlling Persons that own, directly or indirectly, an interest in certain entities, as well as certain other information relating to such interest to HM Revenue & Customs, who will in turn exchange this information with the other participating countries. The extent to which the Schemes are able to report to HM Revenue & Customs will depend on each affected Unitholder in a Scheme, providing the Scheme with any information, that the Manager or Trustee determines is necessary to satisfy such obligations. By signing the application form to subscribe for Units in the Schemes, each affected Unitholder is agreeing to the disclosure as outlined in the paragraph above and to provide such information upon request from the Manager, Trustee or their delegates. Unitholders are encouraged to consult with their own tax advisors regarding the possible implications of CRS on their interest in the Schemes.


12 CHARACTERISTICS OF UNITS IN THE SCHEMES

Save as set out below, each Scheme issues Class L Income and Accumulation Units, Class H Accumulation Units and Class Y Accumulation Units. Of these, Class H Units will only be available to investors in Asia who invest directly into the relevant Scheme and Class Y Units will only be available to St. James's Place group companies. Capital sum applications may be made for income Units and accumulation Units in the Scheme. Regular contribution applications may only be made for accumulation Units in the Scheme. In addition, Class L Gross Income Units and Gross Accumulation Units may be issued by the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust and the St. James’s Place Strategic Income Unit Trust. St. James’s Place Allshare Income Unit Trust On 10 November 2014 the Manager closed the St. James's Place Allshare Income Unit Trust to new investors under the limited issue arrangements permitted under the Regulations, on the basis that the Scheme had reached its optimum size, being approximately £1.1 billion. With effect from that date no new Units were issued in respect of the Scheme, except in relation to existing Unitholders who continued to invest through a regular savings facility.

However, with effect from 10 October 2016 the Manager, being satisfied that new Units could again be issued without compromising the St. James's Place Allshare Income Unit Trust's investment objective or materially prejudicing existing Unitholders, has permitted additional investment into the Scheme. St. James’s Place Global Emerging Markets Unit Trust On 28 April 2014 the Manager closed the St. James's Place Global Emerging Markets Unit Trust to new investors under the limited issue arrangements permitted under the Regulations, on the basis that the Scheme had reached its optimum size, being approximately £800 million. With effect from that date no new Units were issued in respect of the Scheme, except in relation to existing Unitholders who continued to invest through a regular savings facility.

However, with effect from 10 October 2016 the Manager, being satisfied that new Units could again be issued without compromising the St. James's Place Global Emerging Markets Unit Trust's investment objective or materially prejudicing existing Unitholders, has permitted additional investment into the Scheme. St. James’s Place Gilts Unit Trust The St. James’s Place Gilts Unit Trust issues Class L Income and Accumulation Units; Class L Gross Income and Accumulation Units; Class R Income and Accumulation Units; and Class R Gross Income and Accumulation Units. From 31 December 2012, Class L Units are only available under regular savings plans for Units in this Scheme which were in place on that date and have not been subject to variation since that date.


Class L Gross Units are only available to Unitholders who hold Class L Units within an ISA, who may convert such existing Class L Units to Class L Gross Units, and, additionally, where such a Unitholder has a regular savings plan as described above, this regular savings plan may be varied solely to the extent that Class L Gross Accumulation Units are substituted for Class L Accumulation Units. Unitholders will not be permitted to convert Class L Units into Class R Units and vice versa. The Units currently available in respect of each Scheme are set out in Appendix 1.

Capital sum applications may be made for Income Units and Accumulation Units in each of the Schemes as applicable.

Regular contribution applications may only be made for Accumulation Units in each of the Schemes and in the case of the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust and the St. James’s Place Strategic Income Unit Trust, gross Accumulation Units.

A Unitholder may at any time by notice in writing to the Manager elect to convert the whole or part of his holding of Units without charge into Units of the other type. The extent to which Unitholders may switch between Units of different Schemes of the Manager and/or convert Unit classes, is explained further in section 15 “Issue and Repurchase of Units” below.

Income Units each represent one undivided share in the property of a Scheme and entitle the Unitholder to a distribution of income, being that portion of the income of that Scheme for the previous accounting period which is attributable to such units and which will be made on or before the distribution dates for that Scheme.

If a Unitholder has invested in Accumulation Units, the share of the Scheme’s income attributable to such units will be retained by the Scheme and the value of that income will be reflected in the price of the relevant Accumulation Unit.

The share in the income and capital of the Scheme of each Unitholder is pro-rata to the number of undivided shares in that Scheme’s property represented by that Unitholder’s Units. Each undivided Unit ranks pari passu with the other undivided Units in the Scheme. The nature of the right represented by Units in a Scheme is a beneficial interest under a trust.

With the exception of Units which have been designated as “Gross”, all income distributed or accumulated shall be net of all applicable taxes.

The price of Units is denominated in pounds sterling but to the extent that the property of a Scheme can be denominated in other currencies, Unitholders should be aware that currency movements can have an unfavourable effect as well as a favourable effect on the value of that Scheme.

Certificates will not be issued in respect of Units purchased.

The Register is conclusive evidence of the title to Units, except in the case of any default in payment, or transfer to a Scheme of cash, or other property due.

The Registrar will accept up to four named joint holders on the Scheme register.

In the case of the death of a joint holder of Units, the holding will be registered in the name(s) of the surviving holder(s) upon receipt of the death certificate.


Distribution payments will always be sent to the first named holder shown on the register.

Investors should note that the Manager is permitted to close the Schemes to new investment in accordance with the Regulations. However, before such arrangements are put into effect the Manager will notify the Unitholders of the relevant Scheme(s) in the appropriate manner in accordance with the Regulations.

13 VALUATION OF PROPERTY

Valuations of the property of each Scheme will be carried out in accordance with the Regulations and the terms of the relevant Trust Deed. The property of each Scheme is valued at noon every Business Day. The Manager may value a Scheme more frequently if it is thought desirable to do so in accordance with the Regulations.

The Schemes operate dual pricing which means that units in each Scheme has a buying (offer) and selling (bid) price with the difference between these prices known as the ‘spread’.

Each valuation will be in two parts; one on a creation basis to determine the price at which new Units may be created and one on a cancellation basis to determine the price at which Units may be cancelled. Securities traded on the Stock Exchange Electronic Trading Service are valued at the best bid and offer prices displayed at noon.

For the purpose of calculating the limits on a Scheme’s investment powers, the property of the Scheme will, broadly, be valued on a cancellation basis. For the purpose of calculating the Manager’s charge, the value of the Scheme’s property is determined by striking an arithmetic average of the cancellation basis of the valuation and the creation basis of the valuation at the relevant valuation point.

Details of how the value of the property of the Schemes is determined in relation to each purpose for which such property must be valued is set out in Appendix 5 to this Prospectus.

14 CHARGES AND EXPENSES

Preliminary Charge

The Manager is permitted by the Trust Deeds to include in the issue price of Units a preliminary charge calculated as a percentage of the creation price of such Units excluding the amount of such charge, out of which payments may be made to St James’s Place Wealth Management Plc. The Manager’s current preliminary charges are set out in Appendix 1.

For the avoidance of doubt, a preliminary charge may also be referred to as an initial charge.

Annual Management Charge

The Manager is also entitled under each Trust Deed to make an annual management charge payable from the property of the Schemes. The Manager’s current annual management charge applicable to each Scheme is set out in Appendix 1. The management charge is calculated by reference to the value of the property of each Scheme midway between the creation and the cancellation basis valuations at noon on each Business Day. The charge is provided for on a daily basis and paid monthly in arrears out of the property of the Scheme.

The Manager may increase the preliminary and annual management charge after giving 60 days’ prior written notice to Unitholders and amending the Prospectus accordingly. The Manager may waive or discount charges at its discretion.


Redemption Charge

The Manager is entitled under the Trust Deeds to make a charge on the redemption of Units in the Schemes, but does not impose such a charge at present. If the Manager decides to introduce a redemption charge in respect of Units of the Schemes, it is required to give Unitholders in the relevant Scheme at least 60 days’ prior written notice and to revise the Prospectus as required by the Regulations. If introduced, a redemption charge would not apply to Units issued before the date of introduction of such charge.

Investment Adviser’s fee

As set out in section 6, the fees of the investment advisers appointed to each of the Schemes are deducted from the scheme property of the relevant Scheme. The current investment adviser fee rate applicable to each Scheme is set out in Appendix 1.

The investment adviser fee is calculated by reference to the value of the property of the Scheme midway between the creation and cancellation basis valuations as at the first valuation point at the beginning of each month. The charge is provided for on a daily basis and paid in arrears on the last Business Day of each month out of the property of the Scheme.

Charges to capital

All charges and expenses incurred in respect of the St. James’s Place Allshare Income Unit Trust (including for the avoidance of doubt the Manager’s annual management charge, and the investment adviser’s fee) are paid from the capital property of the Scheme.

The annual management charge and the investment adviser’s fee applicable to the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Equity Income Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place UK and International Income Unit Trust the St. James’s Place UK High Income Unit Trust and the St. James’s Place UK Income Unit Trust is paid from the capital property of each respective Scheme.

Charges made to capital may constrain the future capital growth of these Schemes.

Other costs and expenses chargeable to the Schemes

The Trustee is entitled under each Trust Deed to charge, foreign currency dealing and other charges (including transaction charges) in relation to insurance, acquisition, or realisation of investments of each Scheme, the collection of any loan, or borrowing transaction by each Scheme. These fees, which are payable out of the Scheme’s property, have been agreed as a maximum of £100.00 for overseas settlement fees, dependent on the country and a maximum of £10.00 for UK settlement. Money transfers are chargeable at a maximum rate of £50.00 per transfer. All fees accrue from when the relevant transaction is effected and are paid at times agreed with the Manager.

The following expenses are also payable out of the property of each Scheme:

(a) the cost of dealing in the property of the Scheme;

(b) interest on borrowings permitted under the Scheme and charges incurred in connection with those borrowings;


(c) taxation and duties payable in respect of the property of the Scheme, the Trust Deed or the issue or surrender of Units;

(d) any costs incurred in modifying the Trust Deed, including costs incurred in respect of meetings of Unitholders convened for purposes which include the purpose of modifying the Trust Deed, where the modification is:

(i) necessary to implement any change in the law (including changes in the Regulations or other regulations made under Section 247 of the Act); or

(ii) necessary as a direct consequence of any change in the law (including changes in the Regulations or other regulations made under Section 247 of the Act); or

(iii) expedient having regard to any change in the law made by or under any fiscal enactment and which the Manager and the Trustee agree is in the interest of Unitholders; or

(iv) to remove from the Trust Deed obsolete provisions;

(e) any costs incurred in respect of meetings of Unitholders convened on a requisition by Unitholders not including the Manager or its associates;

(f) the expenses of the Trustee in convening a meeting of Unitholders convened by the Trustee alone;

(g) any expenses or disbursements of the Trustee which are of descriptions authorised by the Trust Deed to be paid out of the property of the Scheme;

(h) the cost of any notary fees;

(i) certain liabilities on unitisation, amalgamation or reconstruction arising after transfer of property to the Scheme in consideration for the issue of Units as more fully detailed in the Regulations;

(j) the proceeds of the cancellation of Units;

(k) other payments authorised by or otherwise due by virtue of the Regulations.

Additionally, in respect of the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust, any fee and any proper expense of any professional advisers retained by each Scheme or by the Manager in relation to each Scheme, will also be payable out of the property of that Scheme.

In each case the amount payable by the Scheme will be equal to the cost incurred or liability to the relevant third party.

Costs relating to Efficient Portfolio Management

Certain direct and indirect operational costs and/or fees may arise from time to time as a result of Efficient Portfolio Management techniques being used for the benefit of the Schemes. These costs and/or fees are regarded as transactions costs and, therefore, would fall within the costs mentioned in paragraph (a) above.


Costs and expenses met by the Manager

The following expenses are currently met by the Manager out of its Annual Management Charge, instead of being charged directly to the Schemes:

i. the Trustee’s annual charge, calculated in the same way as the Investment Adviser’s fee. The rate of that fee is to be agreed with the Manager from time to time subject to compliance with the Regulations. The current charge is on a fund by fund basis at a rate of 0.0085% (plus VAT) on the first £1 billion of the value of the property of the scheme, and at a rate of 0.005% (plus VAT) of the value of the property of the scheme thereafter.

ii. the Trustee’s expenses properly incurred in performing duties imposed upon (or exercising powers conferred upon) it by the Regulations. These duties include: custody of assets (including holding and bank charges); collection of income, capital, deposits and tax claims; preparation of its annual report; supervision of certain activities of the Manager; checking and submission of tax returns; creation and cancellation of Units; income allocation to Unitholders, together with supply of distribution statements and tax certificates; and other duties required by the Regulations.

iii. the audit fees and any expenses of the auditor;

iv. the fees of the FCA under Schedule 1, Part III of the Act; and

v. the costs and expenses incurred in relation to arranging for the maintenance of the register of Unitholders and, at such time as the Registrar may decide to introduce them, plan sub-registers in the case of the St. James’s Place Allshare Income Unit Trust, the St. James’s Place Ethical Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, St. James’s Place Multi Asset Unit Trust and the St. James’s Place North American Unit Trust, and;

The following costs and expenses also incurred by the St. James’s Place Allshare Income Unit Trust, the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Continental European Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK Growth Unit Trust, the St. James’s Place UK Income Unit Trust, the St. James’s Place UK and International Income Unit Trust, and the St. James’s Place Worldwide Opportunities Unit Trust are met by the Manager out of its Annual Management Charge:

(a) accounting costs, including by way of clarification, the costs of preparing the accounts;

(b) costs incurred as a result of pricing the Units of the Schemes;

(c) tax compliance costs; and

(d) costs incurred in relation to the establishment of custody accounts.


Additionally the following costs and expenses incurred by the St. James’s Place UK Income Unit Trust are met by the Manager out of its Annual Management Charge:

(a) SSEL’s fees and charges.

The Manager may, in the future, deduct these costs and expenses directly out of the property of each Scheme after giving 60 days’ prior written notice to Unitholders and amending the Prospectus accordingly.

15 ISSUE AND REPURCHASE OF UNITS

The Manager deals as principal in Units and is under no obligation to account to the Trustee or to Unitholders for any profit it makes on the issue of Units or on the reissue or cancellation of Units which it has redeemed. The Manager will issue Units at a price which may not exceed the total of the creation price and the preliminary charge, and will repurchase Units at a price which may not be less than the cancellation price.

In order for a transaction to constitute a large deal for the purposes of the Regulations, the total consideration payable under the deal must be not less than £15,000. In the case of a large deal, the Manager has the discretion to issue or redeem the relevant Units at prices greater or lesser (respectively) than the usual prices fixed by the Manager for deals on that day but still within the pricing parameters set out in the first paragraph of this section.

The Trustee will be notified after a valuation has been completed of the creation and cancellation price and of the valuation point of the basis on which buying and selling prices will be calculated. These are the prices which the Manager has to pay the Trustee for the creation of Units or which the Manager will receive from the Trustee upon the cancellation of Units. The Manager deals as principal in Units and accordingly the buying and selling prices that it publishes in the daily press are the prices that are relevant to Unitholders or potential Unitholders.

These prices must not be greater than the applicable creation price plus the preliminary charge on that day, nor less than the cancellation price, as noted in the preceding paragraph. It is anticipated that the difference between the buying and selling prices of both Income and Accumulation Units will normally be in the region of 5.0 per cent of the buying price.

Publication of Prices

The most recent issue and redemption prices are published daily on the Manager’s website: www.sjp.co.uk and are available from the Administration Centre (Telephone: 0800 027 1031).

The cancellation price of Units of each type last notified to the Trustee is available on request from the Manager at PO Box 9034, Chelmsford, CM99 2XA (Telephone: 0800 0271031).

Issue and Redemption of Units

The Manager will be available to receive requests at its Administration Centre for the purchase and redemption of Units from 9am to 5pm, Monday to Friday, excluding public holidays. Units may be bought or redeemed by application in writing to the Manager at PO Box 9034, Chelmsford, CM99 2XA. The Manager will deal at a forward price, that is the price for each type of Unit calculated at the valuation point immediately following the receipt of valid instructions and, in the case of purchases of Units from the Manager, payment at the Administration Centre.


Applicants must specify whether net income or net accumulation (gross income or gross accumulation, where applicable) Units are to be bought or sold. Gross income and gross accumulation units are only available for investment within an ISA and investments made into the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust and the St. James’s Place Investment Grade Corporate Bond Unit Trust within an ISA will automatically be made into units designated as gross.

Valid instructions for investment in Units comprise a completed application form and payment in the form of a current dated cheque, made payable to SJPUTG Ltd. Arrangements may be made with the Manager for payment by telegraphic transfer and Unit allocation will take place at the next valuation point following identification by the Manager of receipt of funds.

The Manager makes use of the delivery versus payment ("DvP") exemption as permitted by the FCA Handbook. The DvP exemption allows for a one day period during which money given to the Manager for the purchase of Units in the Scheme is not treated as client money (as defined in the FCA Handbook). If the Manager has not transferred such money to the Trustee at the close of the one day period, it will place the money in a client money bank account until it can do so. Money which is not held as client money will not be protected in the unlikely event of the insolvency of the Manager. By requesting to purchase Units in the Scheme, applicants agree to the Manager operating the DvP exemption as outlined above. The Manager may also make use of the DvP exemption when it engages commercial settlement systems and, in requesting to purchase Units in the Scheme, applicants consent to the Manager using such systems in this way. Valid instructions for the redemption of Units must be signed by the Unitholder and, in the case of joint accounts by all of the holders, and can be given by letter or completion of our standard Encashment Form, which will be issued with contract notes or on request. The Manager will settle re-purchases by BACS or by the issue of a cheque for the proceeds within three Business Days following receipt of a valid written instruction.

It should be noted that the redemption of Units will be regarded as a realisation for the purposes of capital gains taxation.

Telephone instructions are also accepted at the Administration Centre on 0800 0271031, with the Manager dealing at the price calculated at the valuation point following the time of receipt of instructions. In the case of telephone purchases of Units from the Manager, settlement must be received within three Business Days from the deal date, otherwise the Manager reserves the right to cancel the deal at the price calculated at the valuation point following the time of receipt of funds. In the case of telephone redemptions, the proceeds will not become payable until receipt at the Administration Centre of written instructions.

Unitholders may not effect transfer of title to units or redemptions of units on the authority of an electronic communication, with the exception that switches between Schemes operated by the Manager may be effected by email by St. James’s Place Partners on behalf of their clients.

Purchases of Units either as a Unit Trust or unit trust holdings within ISAs operated by the Manager, or of units held through the ISA Feeder facility are not certificated.

Instructions given to the Manager for the purchase and redemption of Units are irrevocable. This will not affect Unitholders’ rights under the Cancellation Rules, where applicable.


Written applications for Units together with cheques that are handed or sent to St. James’s Place Partners will be forwarded to the Manager’s local offices and on to the Administration Centre in accordance with the rules governing the handling of client money and will be banked at the Administration Centre. The Manager does not pay interest in respect of delays in transmitting or processing client cheques.

Minimum Investment

The minimum initial investment in Income Units and Accumulation Units is subject to the Manager’s discretion and (other than for Class Y) is currently generally applied at £1,500 and the value of any subsequent purchases must be at least £1,000. Part of a holding may be sold, provided that the remaining holding has a value of at least £500 or subject to the Manager’s discretion.

The minimum initial investment in Class Y Institutional Accumulation Units is subject to the Manager's discretion and is currently generally applied at £10,000,000 and the value of any subsequent purchases in respect of the Scheme must be at least £10,000. Part of a holding may be sold, provided that the remaining holding has a value of at least £1,000,000 or subject to the Manager's discretion.

The Manager reserves the right to sell the relevant Units and send the proceeds to the investor if the minimum balance is not maintained including Units purchased with tax credits received after the closure of an account.

Direct Debits for Historic Regular Savings Plans

Direct debits, which are returned by banks unpaid for reason "Refer to Drawer", are not represented, and Units are not allocated to the account in respect of that month. The direct debit will be submitted in the next two following months. If, after three consecutive months, the payment request has been returned each time for the same reason, the Manager will suspend the direct debit authority and no further payments will be requested. At each stage the Manager will advise the client of the action taken. If the payment request was returned marked "Mandate Cancelled", the Manager will seek no further payments. Whilst no further payments are sought under direct debit mandates once cancellation has been notified directly to the Manager, there may be collection requests which have already been dispatched to the bank. Provided the instruction to cancel is received before the due date, the amount collected will be returned in full.

Switching

Unitholders may switch between Schemes by selling Units in one Scheme and reinvesting the proceeds in Units in another Scheme of the Manager at any time.

The Manager currently discounts the quoted Offer price of the Units being purchased by up to 5%, based on the Initial Charge previously paid or waived in respect of the Units being sold.

All such discounts remain entirely at the Manager’s discretion and should be confirmed with the Manager before instructions to switch Units are given.

In no circumstances will a Unitholder who exchanges Units in a Scheme for Units in another Scheme operated by the Manager be given a right by law to withdraw from or cancel the transaction.

It should be noted that an exchange of Units in a Scheme for Units in any other Scheme operated by the Manager is treated as a redemption and sale and will, for persons subject to UK taxation, be regarded as a realisation for the purposes of capital gains taxation.


Unitholders are permitted to convert net Accumulation Units to net Income Units and gross Accumulation Units to gross Income Units (where applicable and subject to these being offered by the receiving scheme) and vice versa. However, Unitholders will not be permitted to convert Class L Units to Class R Units (and vice versa) which are issued by the St. James’s Place Gilts Unit Trust. Such conversions are not regarded as redemptions and sales for taxation purposes.

Information Unitholders will receive

With the exception of purchases made under a Regular Savings Plan, the Manager will send out a contract note on the Business Day following a transaction. Unitholders who make purchases under a Regular Savings Plan, will instead receive transaction statements twice-yearly, produced as at 30 June and 31 December each year.

All Unitholders will receive an annual valuation statement, produced as at 31 December each year.

In Specie Redemption

Special rules apply under the Regulations to a request for repurchase of Units representing not less than 5 per cent. of the total value of the property of a Scheme. These permit the Manager to serve a notice on the Unitholder not later than the close of business on the second Business Day following the day on which the request is received, requiring the Unitholder to accept a transfer of property of that Scheme instead of the repurchase price of his Units. If this is done, the Unitholder may elect instead to receive the net proceeds of the sale by the Manager of that property by serving such notice on the Manager within four Business Days of receipt of the Manager’s notice. The above rules will not have effect to enable Units to be repurchased at a time when repurchase is suspended.

Suspension of Dealings

The Manager may, with the prior agreement of the Trustee, and must if the Trustee so requires, temporarily suspend the issue, cancellation, sale, repurchase and exchange of Units ("dealing") in a Scheme where, due to exceptional circumstances, it is in the interests of Unitholders in the relevant Scheme. Units will not be issued during a period of suspension. Suspension of dealing must cease as soon as practicable after the exceptional circumstances leading to the suspension have ceased. The Manager and the Trustee shall review the suspension at least every 28 days and shall inform the FCA of the results of the review, and in any event shall only allow the suspension to continue for as long as it is justified having regard to the interests of Unitholders. In accordance with the applicable rules in COLL, the Manager will notify Unitholders of the suspension as soon as practicable after suspension commences, and will keep Unitholders appropriately informed about the suspension including, if known, its likely duration.

During any period of suspension the Manager may agree to issue and repurchase Units at a price calculated by reference to the first valuation point after resumption of issue and repurchase. The Manager will inform the FCA immediately of the suspension and subsequently of the proposed resumption. On a resumption of dealings following suspension it is anticipated that Unit pricing and dealing will take place at the days and times stated in this Prospectus.

The Manager’s right to reject or delay deals

In accordance with the applicable Regulations and the Trust Deed, the Manager is entitled to delay and/or reject any application for a sale of units in circumstances where it has reasonable grounds to do so, for example, if the Manager has reasonable grounds to believe that the processing of such application may result in a breach of any law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory.


In such circumstances, the Manager will not be liable to the applicant(s) or to any third party for any losses, costs, claims or expenses they may suffer or incur as a result of such a delay or refusal to act.

In the event that the Manager delays and/or rejects any application for a sale of units, the Manager may hold the monies received from the applicant(s) for such period of time as is reasonably necessary for it to confirm whether or not it is able to act in accordance with their instructions. If the Manager subsequently decides to reject an application, the monies received plus any interest earned may be sent by cheque to the applicant’s last known address or by bank transfer to the account from which the monies were received. If the Manager decides it is able to process an application, it will calculate any interest due between the date it received the application and the date on which it decides to proceed. Depending on the type of investment concerned and the extent of the delay, the Manager may increase the number of units allocated by the value of the interest earned, or may remit that value by cheque.

Mandatory Redemption

If the Manager reasonably believes that any Units are owned directly or beneficially in circumstances which:

(a) constitute a breach of the law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory; or

(b) may (or may if other shares are acquired or held in like circumstances) result in the Scheme incurring any liability to taxation or suffering any other adverse consequence (including a requirement to register under any securities or investment or similar laws or governmental regulation of any country or territory);

it may give notice to the holder of such Units requiring the Unitholder to transfer them to a person who is qualified or entitled to own them, or to request the redemption of the Units by the Scheme. If the Unitholder does not either transfer the Units to a qualified person or establish to the Manager’s satisfaction that he or she and any person on whose behalf he or she holds the Units are qualified and entitled to hold and own them, he or she will be deemed on the expiry of a thirty-day period to have requested their redemption.

16 ACCOUNTING PERIODS AND ALLOCATION OF INCOME

Each Scheme’s financial year end is at 12 noon on the accounting reference date in each year. The half yearly accounts will be made up to 12 noon on the last day of the interim accounting period for each Scheme in each year. The annual income allocation date and record date for each Scheme is set out in Appendix 1.

The most recent annual and half-yearly long form report and accounts and short reports are available for viewing on www.sjp.co.uk under "Press & Media / Document Library", or free of charge in paper form on request to the Manager.

The St. James’s Place Allshare Income Unit Trust, the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Equity Income Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit Trust, the St. James’s Place UK High Income Unit Trust and the St. James’s Place UK Income Unit


Trust make quarterly interim distributions on those dates indicated for each Scheme in Appendix 1.

The St. James’s Place North American Unit Trust allocates income on the interim distribution date as set out in Appendix 1.

Within an accounting year some income may be retained for future distribution at a subsequent distribution date within that accounting year, to provide more consistency between distributions where practical, but the Schemes are required to distribute all available income at the annual income allocation date.

Unitholders who opt to have their distributions paid via BACS will receive a single tax certificate, covering all income distributions made within a tax year, once a year at the end of May. Unitholders who receive distributions via cheque, will receive a tax voucher with each distribution payment.

Long form report and accounts (long reports)

Long reports will be made available to those Unitholders who request a copy within four months after the end of each Scheme’s annual accounting period and two months after the end of each interim accounting period respectively. The specific dates on which the long reports will be made available are set out in relation to each Scheme in Appendix 1.

Short reports

Short reports for the Schemes will be sent by the Manager to each Unitholder (or, for holdings with more than one Unitholder, to the first-named on the Register). These will be made available to Unitholders by 30 November and 31 May each year. If Unitholders wish to stop receiving paper copies they may apply via the Administration Centre (Telephone: 0800 0271031) to receive electronic copies by email.

Income equalisation

The Schemes are permitted to operate income equalisation in accordance with the Regulations and the terms of each relevant Trust Deed. An allocation of income (whether annual or interim) to be made in respect of each Unit created or issued or sold during the accounting period in respect of which that income allocation is made may include a capital sum ("income equalisation") representing a best estimate of the amount of income included in the creation price or in the cancellation price by reference to which the issue or selling price of that Unit was determined.

The amount of income equalisation may be the actual amount of income in question or it may be an amount arrived at by taking the aggregate of the Manager’s best estimate of the amounts of income included in the creation price (or in the creation price by which the issue price or selling price of that Unit was determined) in respect of Units of the type in question issued or re-issued by the Manager in the relevant grouping period and dividing that aggregate by the number of those Units and applying the resultant average to each of the Units in question.

The Trust Deeds for the Schemes permit grouping for equalisation. Each distribution period constitutes a grouping period for the purpose of the Regulations. Income earned by the Schemes since the end of the last accounting period is included in the price paid to acquire Units in the following distribution period. Therefore, part of the first distribution will be the "income" bought with capital when the Units were acquired.


An equalisation payment represents the average amount of income included in the price paid for Units and is therefore recognised for both income tax and capital gains tax purposes as a refund of capital rather than income.

The equalisation payment is included in the first distribution paid to a Unitholder. The actual total amount of the distribution is the same for an existing Unitholder and an incoming Unitholder. The equalisation payment is not subject to income tax and should be deducted from the cost of acquiring Units for the purposes of calculating the purchase cost for the capital gains tax calculation.

For holders of Accumulation Units, equalisation is re-invested along with the element of taxed income (see section headed Taxation).

Unclaimed income distributions shall after six years from the date of payment be transferred to the capital of the relevant Scheme and the relevant Unitholder (or his successor in title) will cease to be entitled to it.

Effective yield

Income from debt securities is accounted for and distributed on the effective yield basis. Unlike the coupon basis, when calculating income attributable to a period, effective yield takes account of all expected cash flows from a bond over its lifetime. This calculation includes any differences which exist between the purchase cost and the final redemption amount.

17 UNITHOLDER MEETINGS

A meeting of Unitholders duly convened and held in accordance with the Regulations shall be competent and by extraordinary resolution may approve any modification, alteration or addition to the provisions of either the Trust Deed or this prospectus which, the Manager and the Trustee have agreed to be a fundamental change in accordance with the Regulations. This would include, without limitation, any proposal for a Scheme of Arrangement and certain changes to the Scheme’s investment objective and/or investment policy.

At a meeting of Unitholders the quorum for the transaction of business is two Unitholders present in person or by proxy. On a show of hands every Unitholder who (being an individual) is present in person or (being a corporation) is represented by its authorised representative shall have one vote.

On a poll the voting rights attaching to each Unit are such proportion of the voting rights attached to all of the Units of that class in issue that the price of the Unit bears to the aggregate price or prices of all Units of that class in issue. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. On a poll, votes may be given either personally or by proxy.

A corporation being a Unitholder may authorise such a person as it thinks fit to act as its representative at any meeting of Unitholders, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Unitholder.

In the case of joint Unitholders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Unitholders. For this purpose seniority shall be determined by the order in which the names stand in the Register of Unitholders.


The Manager and its associates may hold Units in any of the Schemes. They are entitled to receive notice of and attend any meeting, but the Manager is not entitled to vote or to be counted in the quorum and its Units are not regarded as being in issue in relation to such meetings but these limitations do not apply if the Manager holds Units on behalf of or jointly with a person who, if himself the registered Unitholder, would be entitled to vote, and from whom the Manager has received voting instructions. The Manager’s associates may be counted in the quorum and may vote in respect of Units held in the same circumstances in which the Manager may vote.

The record date for a meeting is the date seven days before notice is sent or delivered (whichever is earlier) and "Unitholders" for the purposes of quorum and voting means the persons entered on the Register at that date, but persons known not to be Unitholders at any relevant date are excluded. An instrument of proxy may be in the usual common form or in any other form which the Trustee shall approve.

If the Trustee is of the opinion that any extraordinary resolution to be proposed is one in relation to which there is or might be a conflict of interests between the holders of Accumulation Units and the holders of income Units such resolution shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of all the Unitholders, it shall be duly passed at separate meetings of the holders of Accumulation Units and Income Units respectively.

18 WINDING UP

A Scheme may be wound up upon the occurrence of any of the events relevant to the Scheme set out in the Regulations which include, without limitation:

(a) the order declaring the Scheme to be an authorised unit trust scheme being revoked;

(b) the passing of an extraordinary resolution winding up the Scheme (provided the FCA’s prior consent to the resolution has been obtained by the Manager or Trustee);

(c) in response to a request to the FCA by the Manager or the Trustee for the revocation of the authorisation order, the FCA has agreed, inter alia, that, on the conclusion of the winding up of the Scheme, the FCA will agree to that request; and

(d) pursuant to a scheme of arrangement which is to result in the Scheme being left with no property.

The procedure for winding up a Scheme is as follows:

a) upon the effective date of any approved Scheme of Arrangement pursuant to the Regulations the Trustee will wind up the Scheme in accordance with the approved scheme of arrangement;

b) in any other case, the Trustee will as soon as practicable after the Scheme falls to be wound up, realise the property of the Scheme and, after paying out of it all liabilities properly so payable and retaining provision for the costs of the winding-up distribute the proceeds to the holders and the Manager (upon production by them of evidence as to their entitlement) proportionately to their respective interests in the Scheme;

c) any unclaimed net proceeds or other cash held by the Trustee after the expiry of twelve months from the date on which the same became payable will be paid by the Trustee into court subject to the Trustee having a right to receive out of it any expenses incurred by him in making and relating to that payment into court;


d) where the Trustee and one or more unitholders agree, the Trustee does not have to realise the property of the Scheme proportionate to the entitlement of that or those unitholders. Instead, the Trustee may distribute that part in the form of property. Before distributing that property, the Trustee will make such adjustments or retain such provision as appears to the Trustee to be appropriate ensuring that, a proportionate share of the liabilities and costs is borne by that or those holders;

e) when the winding up is complete, the Trustee shall notify the FCA in writing. At the same time the Manager of Trustee shall request that the FCA revokes the order of authorisation under section 256 of the Financial Services and Markets Act 2000 (as appropriate).

19 TAXATION

The following summary is based on current UK law and HM Revenue & Customs published practice. It is intended to offer some guidance on certain aspects of UK taxation in relation to the Schemes and to persons holding Units as an investment who are resident (and in the case of individuals, domiciled) for tax purposes solely in the UK. It should not be regarded as definitive or exhaustive and does not constitute legal or tax advice. It is not a guarantee to any investor of the tax results of investing in the Schemes. This summary does not take into account investors' individual circumstances, does not address the taxation consequences for investors who may be subject to taxation or exchange control in a jurisdiction other than the UK and does not apply to certain categories of investors (such as dealers in securities) to whom special rules may apply. Levels and bases of, and reliefs from, taxation are subject to change.

Prospective investors who are in any doubt as to the taxation implications of making an investment in any Scheme (including as regards the acquisition, holding or disposal of any Units), or who may be subject to taxation or exchange control provisions in any jurisdiction other than the UK should consult their own professional advisers.

ALL SCHEMES (EXCEPT FOR ST. JAMES’S PLACE CORPORATE BOND UNIT TRUST, THE ST. JAMES’S PLACE DIVERSIFIED BOND UNIT TRUST, THE ST. JAMES’S PLACE GILTS UNIT TRUST, THE ST. JAMES’S PLACE INDEX LINKED GILTS UNIT TRUST, THE ST. JAMES’S PLACE INTERNATIONAL CORPORATE BOND UNIT TRUST, THE ST. JAMES’S PLACE INVESTMENT GRADE CORPORATE BOND UNIT TRUST AND THE ST. JAMES’S PLACE STRATEGIC INCOME UNIT TRUST):

THE SCHEMES

The Schemes are not subject to UK taxation on capital gains arising on the disposal of their investments.

The Schemes are liable to corporation tax at the basic rate of income tax (currently 20 per cent on taxable income after relief for allowable expenses. The Schemes are not generally subject to UK tax on dividends or other distributions from UK or non-UK resident companies. Special rules apply to distributions received from collective investment schemes. Insofar as the Schemes invest in foreign investments they may, in addition, be subject to tax in overseas jurisdictions at varying rates.

The Schemes may be liable to pay stamp duty or stamp duty reserve tax ("SDRT") in relation to the acquisition of their investments. Similar taxes may be incurred in other jurisdictions as applicable.


UNITHOLDERS

Taxation of distributions

Dividend distributions received by Unitholders may be subject to tax on income as follows. For the purposes of UK taxation on income, accumulation of income will be treated as a distribution.

For UK resident individuals, no income tax is payable in respect of the first £5,000 of dividend income received from all sources in the tax year (although such income will still count towards the basic, higher and additional rate thresholds). For dividends received above £5,000 in a tax year, the dividend income would be taxable at 7.5%, 32.5% and 38.1% for basic rate, higher rate and additional rate taxpayers respectively.

Unitholders within the charge to corporation tax will receive their distributions or accumulations as franked investment income to the extent that the gross income from which the distribution is made is itself franked investment income. Franked investment income is generally not chargeable to corporation tax. as Any unfranked income is treated as if it were an annual payment from which income tax at the basic (currently 20%) is deemed to have been deducted. This is subject to corporation tax (but with credit for the income tax deemed deducted).

Income Equalisation

Since the Schemes operate equalisation, the first income allocation made after the acquisition of Units may include an amount of equalisation corresponding to the income included in the price at which the Units were acquired. This is treated as a capital repayment for UK tax purposes rather than a receipt of income. It should be deducted from the cost of the Units in computing any capital gain realised on the subsequent disposal of the Units.

Taxation of Gains

Unitholders may be liable to capital gains tax or corporation tax on chargeable gains arising from the sale or other disposal including redemption of Units (subject to any available exemptions or reliefs). An exchange (“switching”) between classes of Units in a Scheme is not usually treated as a disposal. An exchange of Units in a Scheme for units in another unit trust will, however, generally be treated as a disposal and acquisition for these purposes.

For Accumulation Units, income accumulated during the period of investment can generally be added to the cost of those accumulation Units in computing the amount of any gain.

Individuals have an annual exemption, £11,100 in tax year 2016/2017, such that capital gains tax is chargeable only on net gains arising from all sources during the tax year in excess of this figure. Capital gains tax for individuals is generally charged at rates of 10% and 20%, dependent on an individual’s total amount of taxable income and gains within a tax year.

THE ST. JAMES’S PLACE CORPORATE BOND UNIT TRUST, THE ST. JAMES’S PLACE DIVERSIFIED BOND UNIT TRUST, THE ST. JAMES’S PLACE GILTS UNIT TRUST, THE ST. JAMES’S PLACE INDEX LINKED GILTS UNIT TRUST, THE ST. JAMES’S PLACE INTERNATIONAL CORPORATE BOND UNIT TRUST, THE ST. JAMES’S PLACE INVESTMENT GRADE CORPORATE BOND UNIT TRUST AND THE ST. JAMES’S PLACE STRATEGIC INCOME UNIT TRUST ONLY:

THE SCHEMES

The Schemes are not subject to UK taxation on capital gains arising on the disposal of their investments.


The Schemes are liable to corporation tax at the basic rate of income tax (currently 20 per cent) on its taxable income after relief for allowable expenses (including any deduction for interest distributions paid).

The Schemes will be subject to UK corporation tax on income arising from government securities and corporate bonds under the provisions of the UK’s loan relationships regime. Profits, gains and losses from debt investments will not be subject to UK corporation tax to the extent that they fall to be dealt with under the heading “net capital gains/losses” in the relevant Scheme’s statement of total return for an accounting period.

Insofar as any Scheme invests in foreign investments it may, in addition, be subject to tax in overseas jurisdictions at varying rates.

It is anticipated that more than 60% by market value of the assets of the Schemes will generally consist of debt securities or other "qualifying investments". It is further intended that the Schemes will distribute or accumulate available income as interest. The amount of income so distributed will generally be deducted from the income of the Schemes in computing their liability to corporation tax.

The Schemes may be liable to pay stamp duty or stamp duty reserve tax ("SDRT") in relation to the acquisition of their investments. Similar taxes may be incurred in other jurisdictions as applicable.

UNITHOLDERS

Taxation of distributions

Interest distributions and accumulations of available income are taxed as interest and on payment suffer deduction of income tax at a rate of 20%.

UK resident individuals and certain other Unitholders liable to UK income tax will generally be taxable on the sum of their gross distributions received (or accumulations reinvested) during the relevant tax year, but will be entitled to use the income tax withheld as a credit against their UK tax liability. This will satisfy the liability of taxpayers other than higher rate and additional rate taxpayers to tax on the income. For Unitholders whose income tax liability is less than the tax withheld, the tax withheld can be the subject of a repayment claim.

UK resident individuals who are entitled to the new personal savings allowance (to apply to interest income received on or after 6 April 2016) may only be taxable on income in excess of their savings allowance. The personal savings allowance is £1,000 for basic rate taxpayers, £500 for higher rate taxpayers and nil for additional rate taxpayers. Individuals may be able to reclaim tax paid on savings income that is below the allowance.

All Unitholders, with the exception of Unitholders who hold their Units through an ISA, will be sent vouchers showing their taxable income and income tax withheld. Individuals who hold their Units through an ISA will not be liable to income tax on the distributions received and their plan managers should be able to reclaim for them the tax withheld in respect of interest distributions.

Certain categories of Unitholders, including those who are within the charge to corporation tax ("Corporate Unitholders") will receive their interest distributions or accumulations gross if they have provided a declaration that they are eligible to receive interest distributions gross. Corporate Unitholders who have not provided such a declaration will receive interest distributions or accumulations net of income tax at a rate of 20%.


Where a Corporate Unitholder, who holds Accumulation Units, has elected to receive interest distributions gross, then the income payment net of tax will be reinvested in the Scheme as normal. The additional amount due, which represents the difference between the net and gross amount, will be paid by the Scheme as a cash payment to the Unitholder.

The Government has proposed legislation that, if enacted, will abolish the requirement to withhold tax from interest distributions from authorised unit trusts with effect from 6 April 2017.

As it is anticipated that more than 60% of the market value of the assets of the Schemes will consist of debt instruments or other "qualifying investments", Corporate Unitholders will be required to treat their holding of Units as if they were rights under a creditor loan relationship and account for profits and losses on that deemed loan relationship on the basis of fair value accounting.

Income Equalisation

Since the Schemes operate equalisation, the first income allocation made after the acquisition of Units may include an amount of equalisation corresponding to the income included in the price at which the Units were acquired. This is treated as a capital repayment for UK tax purposes rather than a receipt of income. It should be deducted from the cost of the Units in computing any capital gain realised on the subsequent disposal of the Units.

Taxation of Gains

Unitholders may be liable to capital gains tax or corporation tax on chargeable gains arising from the sale or other disposal including redemption of Units (subject to any available exemptions or reliefs). An exchange (“switching”) between classes of Units in a Scheme is not usually treated as a disposal. An exchange of Units in a Scheme for units in another unit trust will, however, generally be treated as a disposal and acquisition for these purposes.

For Accumulation Units, income accumulated during the period of investment can generally be added to the cost of those accumulation Units in computing the amount of any gain.

Individuals have an annual exemption, £11,100 in tax year 2016/2017, such that capital gains tax is chargeable only on net gains arising from all sources during the tax year in excess of this figure. Capital gains tax for individuals is charged at rates of 10% and 20%, dependent on an individual’s total amount of taxable income and gains within a tax year.

ALL SCHEMES: SDRT

No SDRT charge will be levied on the surrender of Units in any Scheme, except in the case of an in-specie redemption which is not settled pro-rata to the assets held by the Scheme. In that event, the redeeming Unitholder will be liable to SDRT at the rate of 0.5% of the value of the Units surrendered.

In the event of a change to the UK law on SDRT, the Manager reserves the right to make a charge in respect of any SDRT to the Unitholders or to the relevant Scheme. A notification to Unitholders will be made in the event of such a change.

ALL SCHEMES: INFORMATION REPORTING

Certain information about Unitholders may be required to be reported to HM Revenue & Customs and may be transferred to the government of another territory in accordance with a relevant agreement. See further at paragraph 11 above.


20 DEALINGS BY THE MANAGER, THE TRUSTEE AND THE INVESTMENT ADVISERS

The Regulations contain provisions on conflicts of interest governing any transaction concerning a Scheme which is carried out by or with any "affected person", an expression which covers the Manager, an associate of the Manager, the Trustee, an associate of the Trustee, any investment adviser and any associate of any investment adviser.

These provisions, among other things, enable an affected person to sell or deal in the sale of property to the Trustee for the account of a Scheme; vest property in the Trustee against the issue of Units in a Scheme; purchase property from the Trustee acting for the account of a Scheme; or provide services for a Scheme. Any such transactions with or for a Scheme are subject to best execution on exchange, or independent valuation, or arm’s length requirements as set out in the Regulations. Any services provided for a Scheme must comply with arm’s length transaction requirements. An affected person carrying out such transactions or providing such services is not liable to account to the Trustee, the Manager, any other affected person, or to the Unitholders or any of them for any benefits or profits thereby made or derived.

The Manager operates a "box" of Units and acts as principal in the issuing and redeeming of units in the box. This allows the Manager to quote a smaller spread to other Unitholders than if it acted only as an agent for the Scheme on the issue and redemption of units.

As a principal, the Manager may make a profit on issuing new Units or on the re-issue or cancellation of Units bought back. The Manager is under no obligation to account to the Trustee or the Unitholders for any profit so made.

The Manager requires the investment advisers for each Scheme to act in the best interests of the Scheme when executing decisions to deal on its behalf in the context of the management of the Scheme’s property. Investment advisers are expected to take all reasonable steps to obtain the best possible result for the Schemes on a consistent basis, taking into account price, costs, speed, likelihood of execution and settlement, size and nature of the orders or any other consideration relevant to the execution of the orders. To that end, the investment advisers are required to establish, maintain and annually review order execution policies. Details of the order execution policies are available to Unitholders on request to the Manager.

21 MONEY LAUNDERING PREVENTION

The Manager and the Trustee are subject to the United Kingdom’s anti-money laundering regulations and are therefore required to maintain procedures to combat money laundering. In order to implement these procedures, in certain circumstances, Unitholders will be asked to provide proof of identity when buying or selling Units. In the latter case, the Manager cannot pay the proceeds until satisfactory evidence has been provided. In the case of third party requests to purchase units, proof of identity of all parties to the transaction will be required. The Manager cannot make redemption proceeds payable to a person other than the first named holder.

22 ADDITIONAL INFORMATION

Persons not resident in the United Kingdom who are interested in purchasing Units should inform themselves as to:

(a) the legal requirements within their own countries for subscription of Units;

(b) any foreign exchange restrictions; and

(c) the income, estate and other tax consequences of becoming a Unitholder.


It is the responsibility of any person not resident in the United Kingdom making an application for Units to satisfy himself as to full observance of the laws of the relevant territory, including obtaining any governmental or other consents which may be required or observing any formality which needs to be observed in such territory.

Telephone calls to the Manager at its Administration Centre may be recorded for your protection.

The following documents may be inspected free of charge during business hours on every Business Day at the offices of the Manager, or obtained upon request from the offices of the Manager, at St. James’s Place House, 1 Tetbury Road, Cirencester, Gloucestershire GL7 1FP:

(a) the most recent long and short reports of the Schemes (including the relevant accounts);

(b) the latest version of the Prospectus and the Key Investor Information Document (KIID);

(d) the Trust Deeds (and any Supplemental Trust Deeds).

All notices or documents required to be served on Unitholders shall be served by post to the address of such Unitholder as evidenced on the Register.

Upon the request of a Unitholder, the Manager shall provide certain information supplementary to this Prospectus in respect of any Scheme which is a UCITS Scheme which relates to:

(a) the quantitative limits which apply in the risk management of the Schemes:

(b) the methods used in relation to (a) above; and

(c) any recent development of the risk and yields of the main categories of investment which apply to each Scheme.

This Prospectus describes the constitution and operation of the Schemes at the date of this Prospectus. In the event of any materially significant change in the matters stated herein or any materially significant new matter arising which ought to be stated herein this Prospectus will be revised. Investors should check with the Manager that this is the latest version and that there have been no revisions or updates.

23 RISK FACTORS

Investors are reminded that all investment carries risk and investors should therefore take into account the relevant risk factors which are set out in Appendix 4.

24 COMPLAINTS

For further information, or if you wish to complain about any aspect of the service you have received, please contact Client Liaison at the Manager’s head office. If a complaint cannot be resolved satisfactorily with the Manager it may be referred to the Financial Ombudsman Service, Exchange Tower, London E14 9SR, telephone 0800 023 4567. More details about the Financial Ombudsman Service are available from the Manager.


25 FINANCIAL SERVICES COMPENSATION SCHEME

The Financial Services Compensation Scheme Limited has been established under the rules of the FCA as a "rescue fund" for certain clients of firms authorised and regulated by the FCA which have gone out of business. The Manager will supply you with further details of the scheme on written request to its operating address. Alternatively, you can visit the scheme’s website at www.fscs.org.uk or by writing to the Financial Services Compensation Scheme, 10th Floor, Beaufort House, 15 St Botolph Street, London, EC3A 7QU.


Appendix 1

The Schemes

The following are the specific details relating to the constitution, authorisation and relevant investment and borrowing powers in relation to each of the Schemes:

ST. JAMES’S PLACE ALLSHARE INCOME UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 6th September 2007

DATE OF AUTHORISATION ORDER: 6th September 2007

INVESTMENT OBJECTIVES AND POLICY:

The investment objective of the Scheme is to achieve an above average level of income whilst also providing the potential for capital appreciation over the medium to long-term.

The Scheme will be invested in a combination of primarily UK, but also global, equities.

The Scheme is also permitted to invest in other asset classes permitted for UCITS schemes under COLL including other types of transferable securities, units and/or shares in collective investment schemes, money market instruments and deposits.

The Scheme is permitted to invest in derivatives and forward transactions for the purposes of efficient portfolio management (including hedging).

INVESTMENT ADVISER: AXA Investment Managers UK Ltd

ELIGIBLE MARKETS

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives markets named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France (including Marché à Terme International de France (MATIF), the French Futures Market), Germany (including Deutsche Terminbörse (DTB), the German Futures Exchange), Greece, Hungary, Iceland, Ireland, Italy (including Societa Interbancaria per L’Automazione, the Italian Futures Market), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom (including the London International Financial Futures Exchange and the Alternative Investment Market).

The Scheme may also invest or deal through the named securities and derivatives markets of the following countries: ARGENTINA: Bolsa de Comercio de Buenos Aires*

MEXICO: Mexicana de Valores

AUSTRALIA: any member of the Australian Stock Exchange Limited

NEW ZEALAND**: NZX Limited, New Zealand Futures and Options Exchange

BRAZIL: Bolsa de Valores du Rio de Janeiro / Bolsa de Valores de Sao Paulo

PERU**: Bolsa de Valores de Lima


CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act, including the Toronto Stock Exchange, the Montreal Stock Exchange and the TSX Venture Exchange

PHILIPPINES: The Philippine Stock Exchange

CHILE: Santiago Stock Exchange ROMANIA: Bucharest Stock Exchange

CHINA: Shanghai & Shenzhen Stock Exchanges (‘B’ shares only)

RUSSIA: ***

CROATIA**: Zagreb Stock Exchange SINGAPORE: Stock Exchange of Singapore Limited

EGYPT**: Egyptian Stock Exchange SOUTH AFRICA: Johannesburg Stock Exchange

HONG KONG: Stock Exchange of Hong Kong Limited, Hong Kong Futures Exchange

SRI LANKA**: Colombo Stock Exchange

INDIA: National Stock Exchange of India, The Mumbai Stock Exchange (Bombay Stock Exchange)

SWITZERLAND: Eurex Zurich AG, SIX Swiss Exchange, Geneva and Basle Stock Exchanges, Swiss Options and Financial Futures Exchange

INDONESIA: Jakarta Stock Exchange, Surabaya Stock Exchange

TAIWAN: The Taiwan Stock Exchange

ISRAEL: Tel Aviv Stock Exchange THAILAND: The Stock Exchange of Thailand

JAPAN: Tokyo, Nagoya, Kyoto, Hiroshima, Fukuoka, Niigata, Sapporo Stock Exchanges, Osaka Exchange, Tokyo International Financial Futures Exchange

TURKEY: Istanbul Men Kul Kiymetler Borsasi

SOUTH KOREA: Korea Exchange USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, New York Futures Exchange.

MALAYSIA: The Kuala Lumpur Stock Exchange

*The Bolsa de Comercio de Buenos Aires in Argentina would ordinarily be considered as Eligible Market, but does not currently satisfy the criteria due to currency repatriation restrictions.

**The equity markets of Croatia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.

***Investment in Russia is permitted on a case-by-case approval procedure.


THE TRUST’S PERFORMANCE:

The Trust was launched in October 2007 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2008 2009 2010 2011 2012 2013 2014 2015 Class L -36.8% 32.8% 18.8% -5.5% 15.2% 25.4% 0.8% 6.2% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.

Current annual management charge: *

Class H Accumulation Units Class L Income Units; Class L Accumulation Units Class Y Accumulation Units

1.87% 1.37%

0.63%

Current Investment Adviser fee: *


0.45%

Current preliminary charge: Class H Accumulation Units Class L Income Units; Class L Accumulation Units Class Y Accumulation Units

5% 5% 0%

*Both the annual management charge and Investment Adviser's fee are deducted from capital.

Annual accounting reference 31 March

Interim accounting dates 30 June 30 September 31 December


Distributions 30 June – Final 30 September 31 December 31 March

Date of publication of long and short Reports & Accounts

31 May 30 November

RISKS APPLICABLE TO THE SCHEME:

General Risks

Charges Deducted From The Capital Of The Scheme

Please refer to Appendix 4 Risk Factors for further information


ST. JAMES’S PLACE ASIA PACIFIC UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 6 December 1991

DATE OF AUTHORISATION ORDER: 12 December 1991


The investment objective of the Scheme is to achieve long-term capital appreciation. The Scheme aims to achieve this objective by predominantly investing into the equities of companies exposed to the Asia Pacific. This includes companies based outside of the region who derive an economic benefit from countries in the Asia Pacific. The Scheme is intended to be invested with only limited or no exposure to equities issued by companies in Japan. The Scheme is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments and deposits. The Scheme is permitted to invest in derivatives for investment purposes (although it is anticipated this will be limited and/or infrequent use) and for the purposes of efficient portfolio management (including hedging). INVESTMENT ADVISER: First State Investments (Hong Kong) Limited

ELIGIBLE MARKETS:

The Scheme may invest or deal through the named securities and derivatives markets of the following countries: AUSTRALIA: The Australian Stock Exchange Limited

SINGAPORE: Stock Exchange of Singapore Limited

CHINA: Shanghai & Shenzhen Stock Exchanges

SOUTH KOREA: Korea Exchange

HONG KONG: Stock Exchange of Hong Kong Limited

SRI LANKA*: Colombo Stock Exchange

INDIA: The Mumbai Stock Exchange (Bombay Stock Exchange) & National Stock Exchange of India

SWITZERLAND: Eurex Zurich AG, SIX Swiss Exchange



JAPAN: Tokyo, Nagoya, Kyoto, Hiroshima, Fukuoka, Niigata, Sapporo Stock Exchanges and Osaka Exchange

THAILAND: The Stock Exchange of Thailand

MALAYSIA: Bursa Malaysia UNITED KINGDOM: The London Stock Exchange**

NEW ZEALAND*: NZX Limited USA: The New York Stock Exchange**



*The equity markets of New Zealand and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. ** Investments in these markets will be restricted to Asian companies traded in GDR and ADR form. THE TRUST’S PERFORMANCE:

The Trust was launched in January 1992 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid). Effective [10 October] 2016, the name of the Trust was changed to St. James's Place Asia Pacific Unit Trust and the investment objective and policy were amended to those set out in this Prospectus. Past performance before [10 October] 2016 reflects the performance under the previous investment objectives and policy. 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Class L 7.0% 15.3% -21.2% 37.4% 29.2% -12.2% 16.0% -2.9% 8.0% -4.5% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.

Current annual management charge:


1.86% 1.36% 0.66%

Current Investment Adviser fee:


0.60%

Current preliminary charge:


5% 5% 0%



Interim accounting dates 30 September

Distributions 31 May – Final


31 May - Annual 30 November - Interim


General Risks

Emerging Markets*

Foreign Currency Exposure

Derivative Risk


* the Scheme will only invest in overseas and emerging markets if the Manager considers the risks to be at an acceptably low level.


ST. JAMES’S PLACE BALANCED MANAGED UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 12 March 2010

DATE OF AUTHORISATION ORDER: 12 March 2010


The investment objective of the Scheme is to provide capital appreciation over the medium to long term.

The Scheme will achieve this objective by generally investing in quoted securities on a worldwide basis. The Scheme will invest, at the Manager’s discretion, in UK and overseas equities, UK and overseas fixed interest and index linked securities, units and/or shares in other collective investment schemes, cash and near cash.

The Scheme is also permitted to invest in other types of transferable securities, money market instruments and deposits.


It is the Manager’s intention that the composition of the Scheme will enable it to qualify for inclusion in the Investment Association’s ‘Mixed Investment 40-85% Shares’ Sector (formerly known as the Balanced Managed Sector).

INVESTMENT ADVISER: AXA Investment Managers UK Ltd

ELIGIBLE MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives markets named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France (including Marché à Terme International de France (MATIF), the French Futures Market), Germany (including Deutsche Terminbörse (DTB), the German Futures Exchange), Greece, Hungary, Iceland, Ireland, Italy (including Societa Interbancaria per L’Automazione, the Italian Futures Market), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom (including the London International Financial Futures Exchange).

The Scheme may also invest or deal through the named securities and derivatives markets of the following countries: AUSTRALIA: any member of the Australian Stock Exchange Limited

MALAYSIA: Bursa Malaysia

BRAZIL: BM & FBOVESPA MEXICO: Bolsa Mexicana de Valores


NEW ZEALAND*: NZX Limited, New Zealand Futures and Options Exchange


CHILE: Santiago Stock Exchange PERU*: Bolsa de Valores de Lima



EGYPT*: Egyptian Stock Exchange SOUTH AFRICA: Johannesburg Stock Exchange


SWITZERLAND: Eurex Zurich AG SIX Swiss Exchange, Geneva and Basle Stock Exchanges, Swiss Options and Financial Futures Exchange






SOUTH KOREA: Korea Exchange USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange.

*The equity markets of Egypt, New Zealand and Peru do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements THE TRUST’S PERFORMANCE:

The Trust was launched in April 2010 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2011 2012 2013 2014 2015

Class L -3.2% 11.4% 17.4% 2.9% 2.7% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.




1.78%

1.28%

0.59%



0.40%


5% 5% 0%

Annual accounting reference date 31 March - Annual Interim accounting date 30 September Distributions 28 February

31 May - Final 31 August 30 November


31 May - Annual 30 November – Interim


General Risks


Bond Risk



ST. JAMES’S PLACE CONTINENTAL EUROPEAN UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 6 September 2007

DATE OF AUTHORISATION ORDER: 6 September 2007


The investment objective of the Scheme is to achieve capital appreciation.

The Scheme will achieve this by investing in shares of companies from Continental Europe, including any listed on the London Stock Exchange. In economic conditions judged by the Investment Adviser to be adverse, the Scheme may hold cash or near cash for as long as is necessary to protect the Scheme’s value.

The Scheme is also permitted to invest in other asset classes permitted for UCITS schemes under COLL including other types of transferable securities, units and/or shares in collective investment schemes, money market instruments and deposits.


INVESTMENT ADVISER: S. W. Mitchell Capital LLP

ELIGIBLE MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives markets named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France (including Marché à Terme International de France (MATIF), the French Futures Market), Germany (including Deutsche Terminbörse (DTB), the German Futures Exchange), Greece, Hungary, Iceland, Ireland, Italy (including Societa Interbancaria per L’Automazione, the Italian Futures Market), Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

The Scheme may also invest or deal through the securities and derivatives markets of the following countries: Croatia*, Switzerland, Turkey, Israel and Russia**. *The equity markets of Croatia do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.



The Trust was launched in October 2007 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2008 2009 2010 2011 2012 2013 2014 2015 Class L -20.7% 14.0% 22.1% -23.3% 20.2% 27.9% -3.7% 3.0%

Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.85% 1.35% 0.62%



0.75%


5% 5% 0%

Annual accounting reference 30 September

Interim accounting dates 31 March

Distributions 30 November – Final


31 May - Interim 30 November – Annual



General Risks

Emerging Markets*

Concentrated Portfolio





ST. JAMES’S PLACE CORPORATE BOND UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 23 August 1995



The Fund’s aim is to achieve an attractive level of income as well as capital appreciation by investing in a portfolio of fixed income securities and other financial instruments. It will be actively managed. In normal market conditions the portfolio is expected to be predominantly invested in high yield bonds. However the manager will reduce this proportion as necessary to preserve the capital value of the fund if required by market conditions.

The Fund may invest in a range of fixed interest securities including, but not limited to, UK and overseas corporate and government bonds, emerging market bonds, asset back securities and defaulted and/or distressed bonds.

The Fund is also permitted to invest in other asset classes permitted for UCITS Schemes under COLL including other transferable securities, money market instruments, cash and near cash, units in collective investment schemes and deposits.

The Scheme is permitted to invest in derivative and forward transactions for the purposes of efficient portfolio management (including hedging).

INVESTMENT ADVISER: Invesco Asset Management Limited

ELIGIBLE SECURITIES AND DERIVATIVES MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the Chicago Board of Trade and the derivatives market named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Spain, Slovakia, Slovenia, Sweden, United Kingdom (including the London International Financial Futures Exchange).

In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Adviser will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager.



The Trust was launched in September 1995 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid). 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Class L

5.5% -1.5% 0.8% -22.3% 37.1% 11.7% -6.2% 23.9% 8.2% 3.0% 0.8%

Class L Gross*

N/A N/A N/A N/A N/A N/A N/A N/A N/A 1.9%

*Gross Units became available in the Scheme from 6 October 2014. Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.

*Current annual management charge:

Class H Accumulation Units; Class L Income Units; Class L Accumulation Units; Class L Gross Income Units; Class L Gross Accumulation Units Class Y Accumulation Units;

1.61% 1.11% 0.65%

*Current Investment Adviser fee:


0.35%



5.00% 5.00% 0%

* Both the annual management charge and Investment Adviser's fee are deducted from capital.



Interim accounting dates 30 September Distributions 30 November

28 February 31 May - Final 31 August




General Risks


Bond Risk



ST. JAMES’S PLACE DIVERSIFIED BOND UNIT TRUST




The investment objective of the Scheme is to achieve income and growth over the medium to long term, predominantly through exposure to a diversified portfolio of global fixed interest securities. The Scheme may invest directly and indirectly into fixed interest and index-linked securities including, but not limited to, UK and overseas government bonds, supranational bonds, emerging market bonds, defaulted bonds, distressed bonds, convertible bonds, corporate bonds and currencies. The Scheme may obtain indirect exposure to such investments via investment in derivatives (which may be significant) and units/shares in collective investment schemes. There is no restriction on the credit rating of the securities that the Scheme may hold. The Scheme may invest in derivatives and forward transactions for investment purposes to gain long and/or synthetic short exposures to both individual securities and indices, as well as for the purposes of efficient portfolio management (including hedging).

The Scheme is also permitted to invest directly or indirectly in other asset classes including other transferable securities, money market instruments, cash and near cash, units in collective investment schemes, deposits, asset-backed securities, collateralised loan obligations, and other derivative and forward transactions and may borrow and enter into stocklending and repurchase agreements in accordance with COLL.

INVESTMENT ADVISER: Payden & Rygel, TwentyFour Asset Management LLP and Brigade Capital Management LP.

ELIGIBLE MARKETS



The Scheme may also invest or deal through the named securities and derivatives markets of the following countries: AUSTRALIA: any member of the Australian Securities Exchange Limited

MOROCCO*: Bourse de Casablanca

BRAZIL: Bolsa de Valores du Rio de Janeiro, Bolsa de Mercadorias & Futuros BOVESPA


CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act, including the Toronto Stock Exchange, the Montreal Exchange and the TSX Venture Exchange

PERU*: Bolsa de Valores de Lima

CHILE: Santiago Stock Exchange PHILIPPINES: The Philippine Stock Exchange Inc


QATAR: Qatar Exchange

COLOMBIA*: Bolsa De Valores De Colombia

RUSSIA**:

EGYPT*: Egyptian Stock Exchange SINGAPORE: Singapore Exchange Limited


SOUTH AFRICA: Johannesburg Stock Exchange

INDIA: National Stock Exchange of India, Bombay Stock Exchange Limited


INDONESIA: Indonesia Stock Exchange TAIWAN: The Taiwan Stock Exchange


JAPAN: Tokyo, Nagoya and Fukuoka Stock Exchanges, Osaka Exchange, Sapporo Securities Exchange, Tokyo Financial Exchange

TURKEY: Istanbul Stock Exchange

SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, NASDAQ Dubai, Dubai Financial Market

MALAYSIA: Bursa Malaysia USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange.

MEXICO: Bolsa Mexicana de Valores


*The equity markets of Colombia, Egypt, Morocco, New Zealand and Peru, do not meet the Manager’s minimum liquidity requirements. The Investment Advisers have undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure. In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Adviser will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager THE TRUST’S PERFORMANCE:

The Trust was launched in November 2015 and past performance information is not available for the Scheme as it has been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.

Current preliminary charge: Class H Accumulation Units; Class L Income Units; Class L Accumulation Units; Class L Gross Income Units; Class L Gross Accumulation Units Class Y Accumulation Units;

5% 5% 0%

Current annual management charge*:


1.60% 1.10%

0.66%

Current Investment Adviser aggregate fee*^:


Up to 0.48%

*The annual management charge and the investment adviser fee are deducted from capital.


^Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocated to the individual Investment Advisers, but will not exceed 0.48% in aggregate.


Interim accounting dates 31 March 30 June 31 December

Distributions Quarterly on: 31 January (final distribution) 30 April 31 July 31 October


30 November (long report) 31 May (short report)


General Risks


Emerging Markets

Asset Backed Securities (ABS)

Collateralised Loan Obligations (CLOs)

Counterparty Risk

Risks Associated With Repurchase or Reverse Repurchase Transactions


Liquidity Risk

Bond Risk

Derivative Risk



ST. JAMES’S PLACE EMERGING MARKETS EQUITY UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 8 April 2014

DATE OF AUTHORISATION ORDER: 8 April 2014


The investment objective of the Scheme is to seek to achieve long-term capital appreciation.

The Scheme aims to achieve this objective by primarily investing into a focused portfolio of the securities of companies which are either listed on the exchanges of countries in emerging markets or which are economically exposed to emerging markets. The Scheme is also permitted to invest in other types of transferable securities, UK and overseas fixed interest and index-linked securities, units and/or shares in collective investment schemes, money market instruments, deposits, cash and near cash, and derivatives and forward transactions for the purposes of efficient portfolio management (including hedging).

INVESTMENT ADVISER: Wasatch Advisors

ELIGIBLE MARKETS



NEW ZEALAND*: NZX Limited

BRAZIL: BM & FBOVESPA PERU*: Bolsa de Valores de Lima


PHILIPPINES: The Philippine Stock Exchange Inc

CHILE: Santiago Stock Exchange MEXICO: Bolsa Mexicana de Valores




COLOMBIA*: Bolsa de Valores de Colombia

RUSSIA: **






INDONESIA: Indonesia Stock Exchange SWITZERLAND: Eurex Zurich AG, SIX Swiss Exchange

ISRAEL: Tel Aviv Stock Exchange TAIWAN: The Taiwan Stock Exchange



SOUTH KOREA: Korea Exchange TURKEY: Istanbul Stock Exchange

KUWAIT: Kuwait Stock Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, NASDAQ Dubai, Dubai Financial Market


*The equity markets of Colombia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.



The Trust was launched in April 2014 and its performance for a complete calendar year since its launch is shown below, based on Accumulation Units (bid to bid).

2015 Class L -12.4%



5% 5% 0%



1.87% 1.37%

0.66%



Up to £180m is 0.60%;

From £180m to £360m is 0.55%;

Over £360m is 0.50%



Distributions 31 May - Final





General Risks

Emerging Markets





ST. JAMES’S PLACE EQUITY INCOME UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 21 January 1997

DATE OF AUTHORISATION ORDER: 27 January 1997


The objective is to achieve an above average level of income and to achieve capital growth over the medium to long term. It is intended that the Scheme will be invested in equities in UK and EC companies. There are no specific restrictions on the investment of the Scheme including as to economic sector or geographical area, except as set out below and as provided in the Regulations.


INVESTMENT ADVISER: RWC Asset Management LLP

ELIGIBLE MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives market named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom (including the London International Financial Futures Exchange). THE TRUST’S PERFORMANCE:

The Trust was launched in February 1997 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 16.3% 1.9% -25.2% 34.8% 9.3% -5.3% 19.1% 21.1% 0.6% 0.4%





1.86%

1.36%

0.67%



0.25%


5% 5% 0%




Distributions 31 January - Final

30 April 31 July 31 October




General Risks





ST. JAMES’S PLACE ETHICAL UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 12 February 1999

DATE OF AUTHORISATION ORDER: 15 February 1999


The investment objective of the Scheme is to achieve capital appreciation over the medium to long term by investing worldwide in companies that meet generally accepted ethical criteria (a statement of the ethical investment principles is available on request).

The Scheme will invest principally in equities and convertible stock and may hold fixed interest securities. In selecting assets, the Manager will not knowingly invest in any company, industry or country whose business or behaviour offends against generally accepted ethical criteria.


INVESTMENT ADVISER: Aberdeen Asset Managers Limited

ELIGIBLE MARKETS:

The Scheme may invest or deal through the securities markets or investment exchanges of the countries comprising the European Economic Area. All and any such markets and exchanges shall be deemed to be eligible securities markets if they are markets on which transferable securities admitted to official listing are dealt in or traded, or named derivative exchanges, established in the countries of the European Economic Area which are currently as follows. Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom (including the London International Financial Futures Exchange).

In addition, the Scheme may invest or deal through the following securities markets or investment exchanges: AUSTRALIA: The Australian Stock Exchange Limited


BRAZIL: BM & F BOVESPA MEXICO: Bolsa Mexicana de Valores

CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act including the Toronto Stock Exchange, the Montreal Stock Exchange and the TSX Venture Exchange


CHILE: Santiago Stock exchange PHILIPPINES: The Philippine Stock Exchange

CHINA: Shanghai & Shenzen Stock Exchanges (‘B’ Shares only)



COLOMBIA*: Bolsa de Valores de Colombia


HONG KONG: Stock Exchange of Hong Kong Limited

SWITZERLAND: Eurex Zurich AG, SIX Swiss Exchange, Geneva and Basle Stock Exchanges

INDIA: National Stock Exchange of India, Bombay Stock exchange Limited


INDONESIA: Jakarta Stock exchange, Surabaya stock exchange


ISRAEL: Tel Aviv Stock Exchange TURKEY: Istanbul Men Kul Kiymetler Borsasi

JAPAN: Tokyo Stock Exchange, Tokyo Over-The-Counter Market

USA: NASDAQ and The New York Stock Exchange


*The equity markets of Colombia and New Zealand do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. THE TRUST’S PERFORMANCE:

The Trust was launched in April 1999 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 12.1% 9.8% -21.7% 25.9% 14.0% -12.2% 11.2% 7.9% 5.6% -9.9%





1.87%

1.37%

0.67%



0.24%



5% 5% 0%







General Risks

Emerging Markets*





ST. JAMES’S PLACE GILTS UNIT TRUST




The investment objective of the Scheme is to provide a combination of growth and income, by investing primarily in a portfolio of UK Gilts.

The Scheme is managed with reference to a Benchmark Index and whilst the Manager will aim to outperform the index, it is not expected that returns will differ significantly.

To achieve this, the Scheme will invest in a portfolio of UK Government debt securities, and cash and cash equivalents, including forward contracts for the purposes of efficient portfolio management only.

The Scheme is also permitted to invest in other asset classes permitted for UCITS Schemes including transferable securities, money market instruments, units in collective investment schemes and deposits.


Benchmark Index: 50% FTSE Actuaries Government Securities UK Gilts Under 5 Years Index; 50% FTSE Actuaries Government Securities 5-15 Years Index.

INVESTMENT ADVISER: Wellington Management International Ltd







BRAZIL: BM & FBOVESPA PERU**: Bolsa de Valores de Lima




CHILE: Santiago Stock Exchange




CROATIA**: Zagreb Stock Exchange ROMANIA: Bucharest Stock Exchange

EGYPT**: Egyptian Stock Exchange RUSSIA: ***












*The Bolsa de Comercio de Buenos Aires in Argentina would ordinarily be considered as Eligible Market, but does not currently satisfy the criteria due to currency repatriation restrictions. **The equity markets of Croatia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.


***Investment in Russia is permitted on a case-by-case approval procedure. In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Adviser will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager.


The Trust was launched in March 2009 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid). 2010 2011 2012 2013 2014 2015 Class L 5.8% 14.3% 1.3% -4.0% 6.0% -0.3% Class R* N/A N/A N/A -4.3% 5.8% -0.5% Class L Gross** N/A N/A N/A N/A N/A 0.0% Class R Gross** N/A N/A N/A N/A N/A -0.3% *Class R Income Units and Class R Accumulation Units became available from 31 December 2012.

**Class L Gross Units and Class R Gross Units became available in the Scheme from 6 October 2014

Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year.

PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP

Please note that with effect from 31 December 2012 Class L Units are no longer available for investment except for Unitholders with a pre-existing regular saving facility.


Class H Accumulation Units; Class L Income Units; Class L Accumulation Units; Class L Gross Income Units; Class L Gross Accumulation Units Class R Income Units; Class R Accumulation Units; Class R Gross Income Units; Class R Gross Accumulation Units: Class Y Accumulation Units;

1.62% 0.87 % 1.12 % 0.65%


*Investment Adviser fee:

Class H Accumulation Units; Class L Income Units; Class L Accumulation Units; Class L Gross Income Units; Class L Gross Accumulation Units Class R Income Units; Class R Accumulation Units; Class R Gross Income Units; Class R Gross Accumulation Units Class Y Accumulation Units;

0.125 %


Class H Accumulation Units; Class L Income Units; Class L Accumulation Units; Class L Gross Income Units; Class L Gross Accumulation Units: Class R Income Units; Class R Accumulation Units; Class R Gross Income Units; Class R Gross Accumulation Units Class Y Accumulation Units;

5.00% 3.75% 5.00% 0.00%




Distributions 30 September

31 December 31 March 30 June – Final





General Risks



Bond Risk



ST. JAMES’S PLACE GLOBAL UNIT TRUST




The investment objective of the Scheme is to achieve capital appreciation through investment in a global portfolio. The Scheme will invest primarily in UK and overseas equities and may also invest in fixed interest and index linked securities and cash. The Scheme is also permitted to invest in other transferable securities, money market instruments, units in collective investment schemes and deposits. The Scheme will concentrate on seeking opportunities for exceptional growth in stocks which, in the opinion of the Investment Adviser, offer good value for money. The Scheme may also invest in transferable securities in new and emerging markets.

The Scheme is permitted to invest in derivative and forward transactions for the purposes of efficient portfolio management (including hedging)

INVESTMENT ADVISER: Artisan Partners Limited Partnership

ELIGIBLE MARKETS:




BRAZIL: BM & FBOVESPA MEXICO: Bolsa Mexicana de Valores



CHILE: Santiago Stock Exchange PHILIPPINES: The Philippine Stock Exchange











ISRAEL: Tel Aviv Stock Exchange TURKEY: Istanbul Men Kul Kiymetler Borsasi


USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange.

SOUTH KOREA: Korea Exchange PERU*: Bolsa de Valores de Lima

*The equity markets of Croatia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. THE TRUST’S PERFORMANCE:

The Trust was launched in January 2007 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2008 2009 2010 2011 2012 2013 2014 2015 Class L -25.9% 14.5% 12.4% 1.4% 12.7% 28.8% 10.5% 2.1% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.84%

1.34%

0.63%




0.40%


5% 5% 0%







General Risks

Emerging Markets*





ST. JAMES’S PLACE GLOBAL EMERGING MARKETS UNIT TRUST

The following are the specific details relating to the constitution, authorisation and relevant investment and borrowing powers in relation to the Scheme:




The investment objective of the Scheme is to achieve long-term capital appreciation.

The Scheme aims to achieve this objective by principally investing worldwide in equities in emerging economies, including those of companies listed on developed market exchanges whose activities predominantly take place in emerging market countries. The Scheme is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments, cash and near cash, and deposits. The Scheme is permitted to invest in derivatives and forward transactions for the purposes of efficient portfolio management (including hedging). INVESTMENT ADVISER: Henderson Global Investors Limited

ELIGIBLE MARKETS:





CHILE: Santiago Stock Exchange NIGERIA*: Nigerian Stock Exchange





RUSSIA: **











KUWAIT: Kuwait Stock Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, NASDAQ Dubai, Dubai Financial Market



*The equity markets of Egypt, New Zealand, Nigeria, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.




2011 2012 2013 2014 2015 Class L -3.6% 16.6% -1.3% 3.6% -8.8%




1.87%

1.37%

0.68%



0.55%


5% 5% 0%

Annual accounting reference date 31 March

Interim accounting date 30 September






General Risks

Emerging Markets



ST. JAMES’S PLACE GLOBAL EQUITY UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 29 July 2011

DATE OF AUTHORISATION ORDER: 29 July 2011


The investment objective of the Scheme is to achieve long-term capital appreciation by investing worldwide in equities.

The Scheme will invest mainly into a portfolio of equities designed to track the performance of the MSCI AC World Equally Weighted Index. The remainder of the Scheme will be invested into an actively managed international equity portfolio.

The Scheme is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments and deposits.


INVESTMENT ADVISERS:

(1) BlackRock Investment Management (UK) Limited; (2) Sands Capital Management, LLC; (3) EdgePoint Investment Group Inc; and (4) J O Hambro Capital Management Limited.

Eligible Markets:


The Scheme may also invest or deal through the named securities and derivatives markets of the following countries:

AUSTRALIA: any member of the Australian Securities Exchange Limited






9

91MAIN\KWWAN\17187034_1.doc





RUSSIA**:










SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, NASDAQ Dubai, Dubai Financial Market



*The equity markets of Colombia, Egypt, Morocco, New Zealand and Peru do not meet theManager’s minimum liquidity requirements. The Investment Advisers have undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.

**Investment in Russia is permitted on a case-by-case approval procedure.

92MAIN\KWWAN\17187034_1.doc


The Trust was launched in September 2011 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2012 2013 2014 2015Class L 10.4% 16.4% 8.3% -1.0%


PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



Class L Income Units; Class L Accumulation Units

Class Y Accumulation Units

1.83%

1.33%

0.62%

Investment Advisers’ aggregate fee




Up to 0.30%*

Current preliminary charge: Class H Accumulation Units



5%

5%

0%

*Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocatedto the individual Investment Advisers, but will not exceed 0.30% in aggregate.


Annual accounting reference⃰ 30 September


Distributions Annual – 30 November


31 May 30 November


General Risks

Emerging Markets*




Information about the MSCI AC World Equally Weighted Index

Details of the MSCI AC World Equally Weighted Index can be found at https://www.msci.com/msci-equal-weighted-indexes

The Scheme aims to achieve a return in line with the index principally by purchasing the constituents of the index. Where constituents cannot be bought directly, or it is more efficient to gain exposure through alternate means, the Investment Adviser may make use of derivatives to gain exposure. The Investment Adviser may also make use of derivatives as a way managing the liquidity of the Scheme.

Tracking Error measures the actual difference between the returns of a Scheme and the returns of the index (i.e. how closely a fund tracks its index). In normal market conditions, it is not expected that the tracking error of the Scheme will exceed 2%.

In order to meet its investment objective, the Scheme seeks to achieve a return which corresponds generally to the price and yield performance, before fees and expenses of the MSCI AC World Equally Weighted Index as published by the index provider. There is no assurance that the index provider will compile the index accurately, or that the index will be determined, composed or calculated accurately. While the index provider does provide descriptions of what the index is designed to achieve, the index provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of the index, and does not guarantee that performance will be in line with the described index methodology.

The Investment Adviser’s mandate is to manage the Scheme consistently with the relevant published index. Consequently, the Investment Adviser does not provide any warranty or guarantee for index provider errors. Errors in respect of the quality, accuracy and completeness


of the data may occur from time to time and may not be identified and corrected for a period of time, particularly where the indices are less commonly used. Therefore gains, losses or costs associated with index provider errors will be borne by the Scheme and its investors. For example, during a period where the index contains incorrect constituents, the Scheme would have market exposure to such constituents and would be underexposed to the constituents that should have been included in the index. As such, errors may result in a negative or positive performance impact to the Scheme or its investors. Investors should understand that any gains from index provider errors will be kept by the Scheme and its investors and any losses resulting from index provider errors will be borne by the Scheme and its investors.

Apart from scheduled rebalances, the index provider may carry out additional ad hoc rebalances to the index in order, for example, to correct an error in the selection of index constituents. Where the index is rebalanced and the Scheme in turn rebalances its portfolio to bring it in line with its index, any transaction costs (including any capital gains tax and/or transaction taxes) and market exposure arising from such portfolio rebalancing will be borne directly by the Scheme and its investors. Unscheduled rebalances to the index may also expose the Scheme to tracking error risk, which is the risk that its returns may not track exactly those of the index. Therefore, errors and additional ad hoc rebalances carried out by the index provider may increase the costs and market exposure risk of the Scheme.

The Investment Adviser will aim to rebalance the Scheme on an annual basis in line with the index. The Investment Adviser is also permitted to make changes to the Scheme’s holdings at any time should they feel that this will help improve the accuracy with which the Scheme tracks the index. The Investment Adviser may also make changes to ensure that cashflows in and out of the Scheme minimise the impact on the Scheme’s ability to track the index. The costs incurred when rebalancing will be borne by the Scheme.

MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, endorsed, reviewed or produced by MSCI. None of the MSCI data is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.


ST. JAMES’S PLACE GLOBAL EQUITY INCOME UNIT TRUST




The investment objective of the Scheme is to provide income, together with the potential for long-term capital appreciation, through investing primarily in global equities. The Scheme is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments, cash and near cash, and deposits. The Scheme is permitted to invest in derivatives and forward transactions for the purposes of efficient portfolio management (including hedging). It is the Manager’s intention that the level of income generated by the investments of the Scheme will enable it to qualify for inclusion in the Investment Management Association’s Global Equity Income Sector.

INVESTMENT ADVISER: Manulife Asset Management (US) LLC ELIGIBLE MARKETS





MOROCCO* : Bourse de Casablanca








RUSSIA: **

CROATIA*: Zagreb Stock Exchange SINGAPORE: Singapore Exchange Limited










SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, Dubai Financial Market


*The equity markets of Colombia, Croatia, Egypt, Morocco, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.




2013 2014 2015 Class L 25.7% 7.2% 1.9%



Class H Accumulation Units Class L Income Units; Class L Accumulation Units Class Y Accumulation

1.86%

1.36%

0.65%


Class H Accumulation Units Class L Income Units; Class L Accumulation Units Class Y Accumulation

0.35%


5% 5% 0%

* Both the annual management charge and the Investment Adviser’s fee are deducted from capital.




Distributions 31 January, 30 April, 31 July, 31 October




General Risks


Emerging Markets*




ST. JAMES’S PLACE GREATER EUROPEAN PROGRESSIVE UNIT TRUST


DATE OF AUTHORISATION ORDER: 4 December 1969 (Department of Trade and Industry authorised and accepted by the Securities and Investments Board (FCA))


The Scheme aims to maximise total return by way of capital appreciation and income. It is intended that at least 80% of the Scheme’s assets will be invested in Europe, including the United Kingdom. The remainder of the assets can be invested in any other geographic area. The Scheme will concentrate on seeking opportunities for exceptional growth in undervalued stocks that may be less popular but which, in the opinion of the Investment Adviser, offer good value for money.



S.W. Mitchell Capital LLP and Burgundy Asset Management Limited

ELIGIBLE MARKETS:



AUSTRALIA: The Australian Stock Exchange Limited







ISRAEL: Tel Aviv Stock Exchange SWITZERLAND: Eurex Zurich AG, SIX Swiss Exchange, Geneva and Basle Stock Exchanges, Swiss Options and Financial Futures Exchange



SOUTH KOREA: Korea Exchange USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national Stock Exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange

*The equity markets of New Zealand do not meet the Manager’s minimum liquidityrequirements. The Investment Advisers have undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.


The Trust was launched in December 1969 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015Class L 20.6% 9.2% -35.0% 24.1% 16.9% -9.4% 19.1% 27.4% 0.7% 11.4%


PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.





1.87%

1.37%

0.64%

Current Investment Advisers' aggregate fee:




Up to 0.75%*


Current preliminary charge: Class H Accumulation Units



5%

5%

0%

*Investment Adviser Fees may vary dependent on the value of the value of the segmentedportfolio allocated to the individual Investment Advisers, but will not exceed 0.75% in aggregate.


Interim accounting date 31 March

Distribution 30 November – Final


30 November - Annual31 May - Interim


General Risks




ST. JAMES’S PLACE INDEX LINKED GILTS UNIT TRUST




The investment objective of the Scheme is to provide a combination of growth and income, by investing primarily in a portfolio of UK index linked gilts.

The Scheme may also invest in other, non-UK, highly rated government backed index linked securities, and is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments, cash and near cash, and deposits.


INVESTMENT ADVISER: BlackRock Investment Management (UK) Limited

ELIGIBLE MARKETS



AUSTRALIA: any member of the Australian Securities Exchange Limited



MOROCCO* : Bourse de Casablanca








RUSSIA: **

CROATIA*: Zagreb Stock Exchange SINGAPORE: Singapore Exchange Limited










SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, Dubai Financial Market


In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Adviser will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager.

*The equity markets of Colombia, Croatia, Egypt, Morocco, New Zealand, Peru and Sri Lankado not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.

**Investment in Russia is permitted on a case-by-case approval procedure.




2013 2014 2015 Class L -2.6% 3.8% -3.3%

Class L Gross* N/A N/A -3.1% *Gross Units became available in the Scheme from 6 October 2014. Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.62% 1.12% 0.68%



0.05%


5.00% 5.00% 0.00%

* Both the annual management charge and the Investment Adviser’s fee are deducted from capital.




Distributions 28 February, 31 May, 31 August and 30

November




General Risks



Bond Risk



ST. JAMES’S PLACE INTERNATIONAL CORPORATE BOND UNIT TRUST




The investment objective of the Scheme is to provide a combination of income generation and capital appreciation.

To achieve this, the Scheme will invest principally in a portfolio of senior secured high yield corporate debt instruments*, primarily issued by North American and European companies. The Scheme may also invest in any other geographic area.

The Scheme is also permitted to invest in other types of transferable securities, money market instruments, cash and near cash, units and/or shares in collective investment schemes, and deposits.


*Corporate debt instruments are either secured or unsecured, and, either senior or subordinated. Secured debt means that collateral has been pledged as security against default, whilst investors in senior debt instruments are legally entitled to be repaid ahead of investors in subordinated (i.e. non-senior) instruments issued by the same corporation. Senior secured debt instruments therefore carry a lower risk of loss than other debt instruments issued by the same corporation.

The term high yield means that the corporate debt instruments have received a credit rating below investment grade, which is equivalent to lower than a "BBB minus" from the ratings agency Standard & Poor’s.

INVESTMENT ADVISERS: (1) Capital Four Management Fondsmӕglerselskab A/S and (2) Oaktree Capital Management, L.P.












RUSSIA: **

EGYPT*: Egyptian Stock Exchange SINGAPORE: Stock Exchange of Singapore Limited











*The equity markets of Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Advisers have undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.


In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Advisers will maintain a list of such counter-parties which they have approved from time to time in accordance with their own procedures as advised to the Manager.



2011 2012 2013 2014 2015 Class L -0.3% 16.2% 7.3% 1.1% 1.7%

Class L Gross* N/A N/A N/A N/A 3.2% *Gross Units became available in the Scheme from 6 October 2014. Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.

Current annual management charge:*

Class H Accumulation Units; Class L Income Units; Class L Gross Income Units; Class L Accumulation Units; Class L Gross Accumulation Units Class Y Accumulation Units;

1.58% 1.08% 0.64%

Current Investment Adviser fee:*


Up to 0.35%**




5.00% 5.00% 0.00%

* Both the annual management charge and the Investment Advisers' fees are deducted from capital.

**Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocated to the individual Investment Advisers, but will not exceed 0.35% in aggregate.

Annual accounting reference date 30 September - Annual Interim accounting date 31 March Distributions 31 March

30 June 30 September 31 December - Final


31 May – Interim 30 November - Annual


General Risks


Bond Risk



ST. JAMES’S PLACE INTERNATIONAL EQUITY UNIT TRUST




The investment objective of the Scheme is to achieve long-term capital appreciation by investing internationally in a focused portfolio of equities. The Scheme will invest primarily in equities, cash and near cash.

The Scheme is also permitted to invest in other types of transferable securities, units and/or shares in collective investment schemes, money market instruments, and deposits.


INVESTMENT ADVISER: Magellan Asset Management Limited

ELIGIBLE MARKETS:


The Scheme may also invest or deal through the named securities and derivatives markets of the following countries: AUSTRALIA: The Australian Stock Exchange Limited


BRASIL: Bolsa de Valores du Rio de Janeiro, Bolsa de Mercadorias & Futuros BOVESPA









RUSSIA**

CROATIA*: Zagreb Stock Exchange SINGAPORE: Stock Exchange of Singapore Limited



SRI LANKA* Colombo Stock Exchange




TAIWAN: The Taiwan Stock exchange




SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES: Abu Dhabi Securities Exchange, Nasdaq Dubai



*The equity markets of Colombia, Croatia, Egypt, Morocco, New Zealand and Peru do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.



The Trust was launched in February 1997 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 12.2% -2.1% -22.1% 16.0% 14.4% -12.4% 19.4% 25.5% 11.5% 7.7%

Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. Please note that with effect from 4 February 2013 the Scheme’s investment policy was amended by the passing of a resolution of unitholders at an extraordinary general meeting. The majority of the past performance information shown above therefore reflects the performance of the Scheme prior to the change of investment policy. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.86%

1.36%

0.61%



Up to US$400m is at 0.50%;

US$400m and above is at 0.375%.


5% 5% 0%






31 May - Interim 30 November - Annual


General Risks





ST. JAMES’S PLACE INVESTMENT GRADE CORPORATE BOND UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 2 April 2009

DATE OF AUTHORISATION ORDER: 2 April 2009


The investment objective of the Scheme is to provide an optimum balance of income generation and capital appreciation.

To achieve this, the Scheme will invest predominantly in a portfolio of investment grade* company debt securities. The Scheme may invest in any geographic area.

The Scheme is also permitted to invest in other asset classes permitted for UCITS Schemes including transferable securities, debt securities (which may include some or all of government bonds, supranational bonds, asset backed securities and mortgage backed securities), money market instruments, cash and near cash, units in collective investment schemes, and deposits.

The Scheme is permitted to invest in derivatives for investment purposes and for the purposes of efficient portfolio management (including hedging). *Investment grade requires a credit rating equivalent to no lower than a ‘BBB minus’ from the ratings agency Standard & Poor’s

INVESTMENT ADVISER: Loomis, Sayles & Company L.P.


The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives market named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Spain, Slovakia, Slovenia, Sweden, United Kingdom (including the London International Financial Futures Exchange).





CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act, including the Toronto Stock Exchange, the Montreal Stock Exchange



and the TSX Venture Exchange


USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange.


In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the Investment Adviser will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager. *The equity markets of New Zealand do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements THE TRUST’S PERFORMANCE:


2010 2011 2012 2013 2014 2015 Class L 5.9% 1.9% 9.2% -0.9% 6.9% -1.3%

Class L Gross* N/A N/A N/A N/A N/A -0.7% *Gross Units became available in the Scheme from 6 October 2014. Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. Please note that with effect from 19 October 2015 the Scheme’s investment policy was amended by the passing of a resolution of unitholders at an extraordinary general meeting. The majority of the past performance information shown above therefore reflects the performance of the Scheme prior to the change of investment policy. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.




1.62% 1.12% 0.63%



Up to £100m is at 0.26%;

£100m up to £200m is 0.18%;

£200m and above is at 0.15%.


5.00% 5.00% 0.00%

*Both the annual management charge and the Investment Adviser's fee are deducted from capital.


Interim accounting dates 31 March Distributions 31 January - Final

30 April 31 July 31 October


30 November - Annual 31 May – Interim



General Risks


Bond Risk

Derivative Risk



ST. JAMES’S PLACE MANAGED GROWTH UNIT TRUST





The investment objective of the Scheme is to achieve capital appreciation over the medium to long term.


The Scheme is also permitted to invest in other types of transferable securities, money market instruments, and deposits.


It is the Manager’s intention that the composition of the Scheme will enable it to qualify for inclusion in the Investment Association’s ‘Mixed Investment 40-85% Shares’ Sector (formerly known as the Balanced Managed Sector).

INVESTMENT ADVISER: Schroder Investment Management Limited

ELIGIBLE MARKETS:




BRAZIL: BM & FBOVESPA





CHILE: Santiago Stock Exchange SOUTH KOREA: Korea Exchange











MALAYSIA: Bursa Malaysia TURKEY: Istanbul Men Kul Kiymetler Borsasi

MEXICO: Bolsa Mexicana de Valores USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange.

*The equity markets of Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements.




2011 2012 2013 2014 2015 Class L -5.5% 15.7% 18.9% 4.1% -1.3%




1.77%

1.27%

0.59%



0.23%


5% 5% 0%

Annual accounting reference date 30 September Interim accounting date 31 March Distributions 28 February

31 May 31 August 30 November - Final





General Risks


Bond Risks



ST. JAMES’S PLACE NORTH AMERICAN UNIT TRUST




The Scheme aims to maximise total return, comprising both capital appreciation and income, through investments principally but not exclusively in North American (United States of America, Canada and Mexico) stock markets. The Scheme will invest in a wide range of North American securities which may include investments that are listed, registered or trading within this area.


INVESTMENT ADVISER: Aristotle Capital Management, LLC

ELIGIBLE MARKETS:

The Scheme may invest or deal through the securities markets or exchanges and derivatives markets in the following markets or exchanges: CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act, including the Toronto Stock Exchange, the Montreal Stock Exchange and the TSX Venture Exchange

USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national Stock Exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, Intercontinental Exchange

MEXICO : Bolsa Mexicana de Valores


The Trust was launched in April 1999 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 3.6% -10.2% -23.1% 26.6% 16.9% -1.2% 10.6% 28.8% 20.9% 8.7%





1.81% 1.31%

0.61%



0.24%


5% 5% 0%




30 November




General Risks





ST. JAMES’S PLACE STRATEGIC INCOME UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 2 October 2015

DATE OF AUTHORISATION ORDER: 2 October 2015

INVESTMENT OBJECTIVES AND POLICY: The investment objective of the Scheme is to provide income. The Scheme will mainly invest directly and indirectly into fixed interest securities and index-linked securities. Fixed interest securities may include but are not limited to: UK and overseas government bonds, supranational bonds, emerging market bonds, defaulted bonds, distressed bonds, convertible bonds, corporate bonds and currencies. The Scheme will also invest directly and indirectly into equities with no geographic restriction. The Scheme may obtain indirect exposure to such investments via investment in derivatives and units/shares in collective investment schemes. There is no restriction on the credit rating of the securities that the Scheme may hold. The Scheme may invest in derivatives and forward transactions for investment purposes to gain long and/or synthetic short exposures to both individual securities and indices, as well as for the purposes of efficient portfolio management (including hedging). The Scheme is also permitted to invest directly or indirectly in other asset classes including other transferable securities, money market instruments, cash and near cash, units in collective investment schemes, deposits, asset-backed securities, collateralised loan obligations and other derivative and forward transactions and may borrow and enter into stocklending and repurchase agreements in accordance with COLL. The Scheme may invest in derivatives and forward transactions for the purposes of investment and for the purposes of efficient portfolio management. INVESTMENT ADVISER: (1) Schroder Investment Management Limited; (2) TwentyFour Asset Management LLP; (3) BlueBay Asset Management LLP; (4) MidOcean Credit Fund Management LP. ELIGIBLE MARKETS




MOROCCO* Bourse de Casablanca

BRAZIL: Bolsa de valores du Rio de Janeiro, Bolsa de Mercadorias & Futuros BOVESPA

NEW ZEALAND* : NZX Limited, New Zealand Futures and Options Exchange





QATAR: QatarExchange


RUSSIA: **

SINGAPORE: Singapore Exchange Limited






INDONESIA: Indonesia Stock Exchange TAIWAN: The Taipei Exchange and the Taiwan Stock Exchange




SOUTH KOREA: Korea Exchange UNITED ARAB EMIRATES : Abu Dhabi Securities Exchange, Dubai Financial Market






*The equity markets of Colombia, Croatia, Egypt, Morocco, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The investment advisers have undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure. In addition the Scheme may trade bonds and other permitted securities through approved counter-parties; the investment advisers will maintain a list of such counter-parties which it has approved from time to time in accordance with its own procedures as advised to the Manager THE TRUST’S PERFORMANCE:

The Trust was launched in November 2015 and past performance information is not available for the Scheme as it has been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.


5% 5% 0%

Current annual management charge*:


1.85% 1.35% 0.60%


Current Investment Adviser fee*^:


Up to 0.525%

*The annual management charge and the investment advisers' fee are deducted from capital. ^Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocated to the individual Investment Advisers, but will not exceed 0.525% in aggregate.


Interim accounting dates 31 March 30 June 31 December

Distributions 31 March 30 June 30 September 31 December - Final


31 May – interim 30 November – annual


General Risks


Emerging Markets*

Alternative Asset Classes

Leverage



Counterparty Risk

Risks Associated With Repurchase or Reverse Repurchase Transactions



Derivative Risk




ST. JAMES’S PLACE STRATEGIC MANAGED UNIT TRUST





The investment objective of the Scheme is to provide capital appreciation over the medium to long term.


The Scheme is also permitted to invest in other types of transferable securities, money market instruments, and deposits.


It is the Manager’s intention that the composition of the Scheme will enable it to qualify for inclusion in the Investment Association’s ‘Mixed Investment 40-85% Shares’ Sector (formerly known as the Balanced Managed Sector.)

INVESTMENT ADVISER: Threadneedle Asset Management Limited

ELIGIBLE MARKETS:





CANADA: Any stock exchange prescribed for the purposes of the Canadian Income Tax Act, including the Toronto Stock



Exchange, the Montreal Stock Exchange and the TSX Venture Exchange

CHILE: Santiago Stock Exchange RUSSIA**















*The equity markets of Egypt, New Zealand and Peru do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. **Investment in Russia is permitted on a case-by-case approval procedure.




2011 2012 2013 2014 2015 Class L 0.4% 4.5% 15.8% 2.4% 2.4%




1.77% 1.27% 0.58%

Current Investment Adviser’s fee:


First £5billion is at 0.30%;

£5billion up to £7billion is at 0.28%;

Over £7billion is at 0.26%.


5% 5% 0%

Annual accounting reference date 30 September Interim accounting date 31 March Distributions 28 February

31 May 31 August 30 November - Final





General Risks


Bond Risks



ST. JAMES’S PLACE UK AND GENERAL PROGRESSIVE UNIT TRUST




The Scheme aims to maximise total return, comprising both capital appreciation and income, through investment principally but not exclusively in the United Kingdom. The Scheme may also invest in any other geographic area. The Scheme will concentrate on seeking opportunities for exceptional growth in undervalued stocks which may be less popular but which, in the opinion of the Investment Adviser, offer good value for money.



J O Hambro Capital Management Limited, BlackRock Investment Management (UK) Limited and Majedie Asset Management Limited

ELIGIBLE MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives market named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Spain, Slovakia, Slovenia, Sweden, United Kingdom (including the London International Financial Futures Exchange). THE TRUST’S PERFORMANCE:

The Trust was launched in October 1989 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 17.9% 0.7% -39.5% 29.7% 14.8% -1.7% 7.5% 21.9% 2.0% 4.3%





1.87% 1.37% 0.64%



Up to 0.75%*



5% 5% 0%

*Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocated to the individual Investment Advisers, but will not exceed 0.75% in aggregate.







General Risks



ST. JAMES’S PLACE UK AND INTERNATIONAL INCOME UNIT TRUST




The investment objective of the Scheme is to achieve an above average level of income with the potential for capital appreciation over the medium to long-term.

The Scheme will be invested primarily in UK and international equities.

The Scheme is also permitted to invest in other types of transferable securities, UK and overseas fixed interest and index-linked securities, units and/or shares in collective investment schemes, money market instruments, deposits, cash and near cash.


INVESTMENT ADVISER: Artemis Investment Management LLP

ELIGIBLE MARKETS






BRAZIL: Bolsa de Valores du Rio de Janeiro / Bolsa de valores de Sao Paulo







RUSSIA: ***














*The Bolsa de Comercio de Buenos Aires in Argentina would ordinarily be considered an Eligible Market, but does not currently satisfy the criteria due to currency repatriation restrictions. **The equity markets of Croatia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. ***Investment in Russia is permitted on a case-by-case approval procedure.


THE TRUST’S PERFORMANCE: The Trust was launched in October 2010 and its performance for complete calendar years since its launch is shown below, based on Accumulation Units (bid to bid).

2011 2012 2013 2014 2015 Class L 0.9% 13.5% 23.6% 3.7% 3.8%




1.83% 1.33% 0.63%

Current Investment Adviser fee*


0.60% on the first £250 million 0.55% thereafter


5% 5% 0%

* Both the annual management charge and the Investment Adviser's fee are deducted from capital.




Distributions 28 February 31 May 31 August 30 November - Final


31 May - Interim 30 November - Final


General Risks


Emerging Markets*





ST. JAMES’S PLACE UK GROWTH UNIT TRUST




The investment objective of the Scheme is to provide capital appreciation through investment in a concentrated portfolio of quoted UK securities. The Scheme will be invested, at the Manager’s discretion, primarily in UK equities and may also be invested in cash and near cash. The Scheme is also permitted to invest in other transferable securities, money market instruments, units in collective investment schemes and deposits.


INVESTMENT ADVISER: Majedie Asset Management Limited

ELIGIBLE MARKETS:

The Scheme may invest or deal through all securities markets which are established in a member State of the European Economic Area on which transferable securities admitted to official listing are dealt in or traded; together with the derivatives market named below. The member States of the European Economic Area are currently as follows: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom (including the London International Financial Futures Exchange).



2008 2009 2010 2011 2012 2013 2014 2015 Class L -32.5% 34.3% 18.2% -11.7% 14.7% 26.2% 0.5% -3.6% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.85% 1.35% 0.66%




0.75%


5% 5% 0%





31 May - Interim 30 November – Final


General Risks



ST. JAMES’S PLACE UK HIGH INCOME UNIT TRUST




The aim of the Scheme is to achieve an above average level of income whilst also providing the potential for capital appreciation over the medium to long term. It is the intention to achieve these aims by investment predominantly into UK equities, however, it may also invest into global equities.

The scheme is also permitted to invest in other types of transferable securities, UK and overseas fixed interest and index-linked securities, units and/or shares in collective investment schemes, money market instruments, deposits, cash and near cash, derivatives and forward transactions for the purpose of efficient portfolio management (including hedging).


INVESTMENT ADVISER: Woodford Investment Management LLP

ELIGIBLE MARKETS













RUSSIA: ***

















The Trust was launched in January 1992 and its performance for the last ten complete calendar years is shown below, based on Accumulation Units (bid to bid).

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Class L 23.3% 6.4% -16.3% 9.8% 10.0% 4.9% 6.1% 26.1% 8.9% 7.3%


Current annual management charge :


1.87%*

1.37%* 0.63%*



0.30%

Current preliminary charge : Class H Accumulation Units Class L Income Units; Class L Accumulation Units Class Y Accumulation Units

5% 5% 0%




Interim accounting dates

30 September

Distributions 30 June – Final

30 September 31 December 31 March




General Risks


Emerging Markets*




ST. JAMES’S PLACE UK INCOME UNIT TRUST

DATE OF ESTABLISHMENT OF TRUST: 30 July 2014

DATE OF AUTHORISATION ORDER: 30 July 2014


The investment objective of the Scheme is to achieve an above average level of income with the potential for capital growth over the medium to long-term.

The Scheme will be predominantly invested into UK equities. From time to time the Scheme may also invest into the securities of companies not exposed to the UK.

The Scheme is also permitted to invest in other types of transferable securities, UK and overseas fixed interest and index-linked securities, units and/or shares in collective investment schemes, money market instruments and deposits, cash and near cash, and derivatives and forward transactions for the purposes of efficient portfolio management (including hedging).

INVESTMENT ADVISER: Majedie Asset Management Limited

ELIGIBLE MARKETS













RUSSIA: ***












REPUBLIC OF SOUTH KOREA: Korea Exchange

USA: NASDAQ and any exchange registered with the Securities and Exchange Commission as a national stock exchange, Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, New York Futures Exchange.





The Trust was launched in July 2014 and its performance for a complete calendar year since its launch is shown below, based on Accumulation Units (bid to bid).

2015 Class L 3.7%



5% 5% 0%



1.87% 1.37%

0.66%



0.63%




Distributions 31 March 30 June 30 September 31 December


31 May - Interim 30 November - Annual


General Risks


Emerging Markets*





ST. JAMES’S PLACE WORLDWIDE OPPORTUNITIES UNIT TRUST




The investment objective of the Scheme is to provide capital appreciation through investment in a portfolio of quoted securities on a worldwide basis. The Scheme will be invested, at the Manager’s discretion, primarily in global equities and may also be invested in cash and near cash. The Scheme is also permitted to invest in other transferable securities, money market instruments, units in collective investment schemes, and deposits.


INVESTMENT ADVISER: Select Equity Group, Inc.; Burgundy Asset Management Limited and Artisan Partners Limited Partnership

ELIGIBLE MARKETS:






BRAZIL: BM & FBOVESPA PERU**: Bolsa de Valores de Lima






RUSSIA: ***














*The Bolsa de Comercio de Buenos Aires in Argentina would ordinarily be considered as Eligible Market, but does not currently satisfy the criteria due to currency repatriation restrictions. **The equity markets of Croatia, Egypt, New Zealand, Peru and Sri Lanka do not meet the Manager’s minimum liquidity requirements. The Investment Adviser has undertaken that they must satisfy the Manager that they have reviewed the individual liquidity of the stocks in these markets before they purchase and are satisfied that they meet minimum liquidity requirements. ***Investment in Russia is permitted on a case-by-case approval procedure.




2008 2009 2010 2011 2012 2013 2014 2015 Class L -27.0% 25.8% 23.1% -10.1% 13.1% 25.7% 9.5% 4.2% Class H and Class Y Units were launched in 2016 and past performance information is not available as they have been in existence for less than a year. PAST PERFORMANCE IS NOT A GUIDE TO THE FUTURE, AND THE PRICE OF UNITS AND INCOME FROM THEM MAY GO DOWN AS WELL AS UP.



1.87% 1.37% 0.62%



Up to 0.75%*


5% 5% 0%

*Investment Adviser Fees may vary dependent on the value of the segmented portfolio allocated to the individual Investment Advisers, but will not exceed 0.75% in aggregate.



Distributions 30 November - Final


31 May – Interim 30 November – Final



General Risks

Emerging Markets*




153

Appendix 2

Investment and Borrowing powers for the St. James’s Place Allshare Income Unit Trust, the St.James’s Place Asia Pacific Unit Trust, the St. James’s Place Continental European Unit Trust,

the St. James’s Place Equity Income Unit Trust, the St. James’s Place Ethical Unit Trust, the St.James’s Place Global Unit Trust, the St. James’s Place Greater European Progressive Unit Trust, the St. James’s Place International Equity Unit Trust, the St. James’s Place North

American Unit Trust, the St. James’s Place UK and General Progressive Unit Trust, the St. James’s Place UK Growth Unit Trust, the St. James’s Place UK High Income Unit Trust and the

St. James’s Place Worldwide Opportunities Unit Trust.

The Manager may exercise, in respect of the St. James’s Place Allshare Income Unit Trust, the St. James’s Place Asia Pacific Unit Trust, the St. James’s Place Continental European Unit Trust, the St. James’s Place Equity Income Unit Trust, the St. James’s Place Ethical Unit Trust, the St. James’s Place Global Unit Trust, the St. James’s Place Greater European Progressive Unit Trust, the St. James’s Place International Equity Unit Trust, the St. James’s Place North American Unit Trust, the St. James’s Place UK and General Progressive Unit Trust, the St. James’s Place UK Growth Unit Trust, the St. James’s Place UK High Income Unit Trust and the St. James’s Place Worldwide Opportunities Unit Trust (referred to in this Appendix 2 as the "Schemes"), the full authority and powers permitted by the Regulations applicable to UCITS Schemes. However, this is subject to the applicable investment limits and restrictions set out in the Regulations, the relevant Trust Deed, this Prospectus and each Scheme’s investment objective and policy.

The Manager shall ensure that, taking into account the investment objective and policy of each of the Schemes, that the property of each of the Schemes aims to provide a prudent spread of risk. None of the Schemes are expected to attract high volatility owing to its portfolio composition or its portfolio management techniques used over and above the general market volatility of the markets of its underlying investments.

(a) Up to 100% of the property of each Scheme may consist of transferable securities which fulfil the following criteria (as fully defined in the Regulations):

It is listed or traded on an eligible securities market (as set out in Appendix 1) or itwill be within a year of issue.

The potential for loss is limited to the amount paid for it.

It is sufficiently liquid not to compromise the ability of the authorised fundmanager to redeem Scheme units.

A reliable valuation is available for it.

Appropriate information is available for it.

It is negotiable.

Its risks are adequately captured by the risk management process of the authorisedfund manager.

(b) Up to 10% in value of the property of a Scheme may, however, consist of transferable securities other than approved securities.


(c) Up to 10% in value of the property of a Scheme may be invested in units in other collective investment schemes (which are UCITS schemes or which otherwise comply with the Regulations).

(d) The Schemes may invest in shares or units of collective investment schemes which are managed or operated by the Manager or an associate of the Manager. However, if the Schemes invest in units in another collective investment scheme managed or operated by the Manager or by an associate of the Manager, the Manager must pay into the property of the relevant Scheme before the close of the business on the fourth Business Day after the agreement to invest or dispose of units:

(i) on investment – if the Manager pays more for the units issued to it than the then prevailing creation price, the full amount of the difference or, if this is not known, the maximum permitted amount of any charge which may be made by the issuer on the issue of the units; and,

(ii) on a disposal – any amount charged by the issuer on the redemption of such units.

(e) With the exception of government and public securities and covered bonds, up to 5% in value of a Scheme’s property may consist of securities issued by the same issuer. Despite this general rule, up to 40% of the value of a Scheme’s property may consist of holdings each representing between 5% and 10% of that Scheme’s property. Not more than 20% of a Scheme’s property is to consist of holdings issued by issuers in the same group, as defined in the Regulations.

(f) Up to 35% of a Scheme’s property may be invested in government and other public securities (which broadly are securities issued or guaranteed by the United Kingdom or certain other governments or local authorities and issues of international organisations) issued by the same issuer.

(g) Up to 25% of a Scheme’s property may be invested in covered bonds issued by a single body. If move than 5% of a Scheme’s property is invested in covered bonds issued by a single body, the maximum limit for investment in covered bonds is 80% in value of the Scheme property.

(h) No more than 5% of a Scheme’s property may consist of warrants (rights to subscribe for securities).

(i) No Scheme may hold more than 10% of either the voting or non-voting share capital of any body corporate or of the other share capital of a body corporate (not being an open-ended investment company) or more than 10% of either the debentures of a single issuer (not being government or other public securities), or of the units in any collective investment scheme.

(j) Warrants and partly paid securities can only be acquired and a Scheme can only enter into underwriting or placing arrangements if none of the above investment limits would be breached if the relevant securities were acquired or the obligations to pay for them in full arose immediately.

(k) Each Trust Deed provides that the Scheme’s property may not include any investment to which an actual or contingent liability attaches unless the maximum amount of that liability can be ascertained when the investment is acquired. This restriction does not apply to investments used for "hedging" as described below.


CASH AND NEAR CASH

The property of the Schemes may consist of cash or near cash to enable:

(a) the pursuit of the Schemes’ investment objective;

(b) the redemption of units; or

(c) the efficient management of the Schemes in accordance with its objectives or any other purposes which may reasonably be regarded as ancillary to the objectives of the Schemes.

Cash which forms part of the property of the Schemes may be placed in any current or deposit account with the Trustee, the Manager or any investment adviser or any associate of any of them provided it is an eligible institution or approved bank and the arrangements are at least as favourable to the Schemes as would be the case for any comparable arrangement affected on normal commercial terms negotiated at arm’s length between two independent parties.

DERIVATIVES - FOR THE PURPOSES OF EFFICIENT PORTFOLIO MANAGEMENT (INCLUDING HEDGING) ONLY

The property of the Schemes may consist of derivatives and the Schemes may enter into forward transactions for the purposes of efficient portfolio management, including hedging, only other than the St. James's Place Asia Pacific Unit Trust which may enter into derivatives for the purposes of investment and efficient portfolio management on the basis set out below. Efficient portfolio management techniques and instruments must fulfil the following criteria:

(a) they are economically appropriate in that they are realised in a cost effective way;

(b) they are entered into for one or more of the following specific aims:

(i) reduction of risk;

(ii) reduction of cost;

(iii) generation of additional capital or income for the scheme with a risk level which is consistent with the risk profile of the scheme and the risk diversification rules laid down in COLL.

Derivatives transactions must either be in an approved derivative (being a derivative which is dealt in on an eligible derivatives market as set out in Appendix 1) or an over the counter derivative with an approved counterparty. A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank or a person whose permission (as published in the FCA register), or whose home state authorisation permits it to enter into such transactions as principal off-exchange.

The underlying assets of a transaction in a derivative may only consist of any one or more of the following:

(a) transferable securities;

(b) money market instruments;

(c) deposits;


(d) derivatives;

(e) collective investment schemes;

(f) financial indices which satisfy the criteria set out in the Regulations;

(g) interest rates;

(h) foreign exchange rates; and

(i) currencies.

A transaction in a derivative must not be entered into if the intended effect is to create the potential for an uncovered sale of one or more transferable securities, money market instruments, units in collective investment schemes or derivatives.

Any forwards transaction must be made with an eligible institution or an approved bank in accordance with COLL.

Should the counterparty to a transaction be unable to fulfil their obligations or be in default, there is a risk that the fund may suffer a loss. Counterparties assume no discretion over the composition or management of the relevant Scheme’s investment portfolio and are therefore not considered as part of an investment management delegation agreement. Collateral – criteria

Collateral obtained in respect of OTC derivative transactions and efficient portfolio management techniques complies with the following criteria:

Liquidity: Collateral (other than cash) must be highly liquid and traded on a regulated market or multi-lateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to its pre-sale valuation.

Valuation: Collateral must be capable of being valued on a daily basis and assets that exhibit high price volatility should not be accepted as Collateral unless suitably conservative haircuts are in place.

Issuer credit quality: Collateral must be of high quality.

Correlation: Collateral must be issued by an entity that is independent from the counterparty and is expected not to display a high correlation with the performance of the counterparty.

Diversification: Collateral must be sufficiently diversified in terms of country, markets and issuers. The criterion of sufficient diversification with respect to issuer concentration is that collateral received from a single counterparty must be limited to a maximum exposure of 20% of the Scheme’s net asset value to any one issuer. Where a Scheme receives collateral from more than one counterparty, the 20% limit also applies to all collateral received in aggregate by that Scheme.

Risk management: Risks linked to the management of collateral must be able to be identified, managed and mitigated by the Manager’s risk management process.


Custody: Where there is title transfer, collateral must be held by the Trustee; for other types of collateral arrangement collateral can be held by a third party custodian which is subject to prudential supervision and is unrelated to the provider of the collateral.

Immediately available: Collateral must be capable of being fully enforced at any time without reference to or approval from the counterparty;

Non cash collateral: Collateral received will not be sold, re-invested or pledged. Cash collateral: Collateral received will only be;

o Placed on deposit with entities prescribed in Article 50(f) of the UCITS Directive.

o Invested in high-quality government bonds. o Used for the purpose of reverse repo transactions provided the transactions are

with credit institutions subject to prudential supervision and the Scheme is able to recall at any time the full amount of cash on accrued basis.

o Invested in short-term money market funds as defined in the Regulations. Haircut policy The Manager has implemented a haircut policy in respect of each class of assets received as Collateral. A haircut is a discount applied to the value of a collateral asset to account for the fact that its valuation, or liquidity profile, may deteriorate over time. The haircut policy takes account of the characteristics of the relevant asset class, including the credit standing of the issuer of the collateral, the price volatility of the collateral and the results of any stress tests which may be performed. Subject to the framework agreements in place with the relevant counterparty, which may or may not include minimum transfer amounts, it is the intention of the Manager that any collateral received shall have a value, adjusted in light of the haircut policy, which equals or exceeds the relevant counterparty exposure where appropriate. DERIVATIVES - FOR THE PURPOSES OF INVESTMENT AND EFFICIENT PORTFOLIO MANAGEMENT (INCLUDING HEDGING)

For the St. James’s Place Asia Pacific Unit Trust, to achieve the investment objective and policy of the Scheme, the Scheme may use derivatives for investment purposes, as well as for efficient portfolio management purposes (including hedging). The Manager does not anticipate that the use of derivatives will have a significant effect on the risk profile of the Scheme. The St. James’s Place Asia Pacific Unit Trust intends to take full advantage of the ability to invest in derivatives, providing both long and synthetic short positions principally through the use of contracts for difference. Whilst the Scheme may use derivative and forward transactions to help meet its objectives, there is no guarantee that this will ensure that the objectives are met or that the use of financial derivative instruments will have a positive effect on the Scheme.

A transaction in a derivative must not cause the Scheme to diverge from its investment objectives as stated in the Trust Deed and this Prospectus. Where a transferable security or money market instrument embeds a derivative, this must be taken into account for the purposes of complying with this section.

Derivatives transactions must either be in an approved derivative (being a derivative which is dealt in on an eligible derivatives market as set out in Appendix 1), or an OTC derivative with an approved counterparty, on approved terms, which is capable of reliable valuation and subject to verifiable valuation, as set out below under "OTC Derivatives".


A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank or a person whose permission (as published in the FCA register), or whose home state authorisation permits it to enter into such transactions as principal off-exchange. Counterparty risk exposures will be aggregated across both financial derivative instruments and efficient portfolio management techniques. Where the Scheme makes use of derivative instruments there is a risk that if the counterparty to the transaction were to default, the Scheme may suffer a loss.

Where collateral arrangements are in place, if a counterparty defaults on a transaction, the counterparty will forfeit the collateral.

The Trustee at the request of the Scheme may lend, deposit, pledge or charge scheme property for margin requirements, or transfer scheme property under the terms of an agreement in relation to margin requirements, provided that the Manager reasonably considers that both the agreement and the margin arrangements made under it (including in relation to the level of margin) provide appropriate protection to shareholders.

An agreement providing appropriate protection to unitholders for these purposes includes one made in accordance with the 1995 International Swaps and Derivatives Association Credit Support Annex (English Law) to the International Swaps and Derivatives Association Master Agreement.

In accordance with the Regulations the Scheme or the Trustee is not permitted to provide any guarantee or indemnity in respect of the obligation of any person with the exception of any indemnity or guarantee for margin requirements in the event the Scheme enters into derivative or forward transactions in accordance with the Regulations, and in respect of certain indemnities permitted under the Regulations.

Where a transaction is effected in which the Manager has a direct or indirect interest that may potentially create a conflict of interest with the Scheme, where this cannot be avoided, the Manager will have due regard to its fiduciary responsibility and act in the interests of the investors and the Scheme. The Manager will ensure that transactions are effected in such a way that the Scheme will be in at least an equivalent position as if the conflict had not existed.


a) transferable securities;

b) approved money market instruments;

c) deposits;

d) derivatives;

e) collective investment schemes;

f) financial indices which satisfy the criteria set out in the Regulations;

g) interest rates;

h) foreign exchange rates; and

i) currencies.



All derivative transactions are deemed to be free of counterparty risk if they are performed in an exchange where he clearing house is backed by appropriate performance guarantee, and it is characterised by daily mark to market valuation of the derivative positions and an at least daily margining.

A transaction in derivatives or forward transaction may be entered into only if the maximum exposure is covered globally. Exposure is covered globally if adequate cover from within the scheme property is available to meet the Scheme’s total exposure, taking into account the value of the underlying assets, any reasonably foreseeable market movement, counterparty risk, and the time available to liquidate any positions.

A sale is not to be considered uncovered if:

(a) the risks of the underlying financial instrument of a derivative can be appropriately represented by another financial instrument and the underlying financial instrument is highly liquid; or

(b) the Manager or the Trustee has the right to settle the derivative in cash, and cover exists within the scheme property which falls within one of the following asset classes:

(1) cash;

(2) liquid debt instruments (e.g. government bonds of first rating) with appropriate safeguards in place (in particular, haircuts); or

(3) other highly liquid assets having regard to their correlation with the underlying of the financial derivative instruments, subject to the appropriate safeguards (e.g. haircuts where relevant).

Any forward transaction must be made with an eligible institution or an approved bank in accordance with COLL.

OTC Derivatives

Any transaction in an OTC derivative must be:

(a) with an approved counterparty. A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank, or a person whose permission (as published in the FCA register), or whose home state authorisation, permits it to enter into such transactions as principal off-exchange.

(b) on approved terms. The terms of a transaction in derivatives are approved only if the Manager:

(i) carries out at least daily a reliable and verifiable valuation in respect of that transaction corresponding to its fair value and which does not rely only on market quotations by the counterparty; and

(ii) can enter into one or more further transactions to sell, liquidate or close out that transaction at any time, at its fair value.

(c) capable of reliable valuation. A transaction in derivatives is capable of reliable valuation only if the Manager having taken reasonable care determines that, throughout


the life of the derivative (if the transaction is entered into), it will be able to value the investment concerned with reasonable accuracy:

(i) on the basis of an up-to-date market value which the Manager and the Trustee have agreed is reliable; or

(ii) if the value referred to in (i) is not available, on the basis of a pricing model which the Manager and the Trustee have agreed uses an adequate recognised methodology; and

(d) subject to verifiable valuation. A transaction in derivatives is subject to verifiable valuation only if, throughout the life of the derivative (if the transaction is entered into) verification of the valuation is carried out by:

(i) an appropriate third party which is independent from the counterparty of the derivative, at an adequate frequency and in such a way that the Manager is able to check it; or

(ii) a department within the Manager which is independent from the department in charge of managing the scheme property and which is adequately equipped for such a purpose.

For the purposes of paragraph (b) above, "fair value" is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arms’ length transaction.

The Trustee must take reasonable care to ensure that the Manager has systems and controls that are adequate to ensure compliance with paragraphs (a) to (d) above.

The Manager’s Risk Management Policy (RMP), details how the risks are managed by the Manager and the Investment Adviser. The Investment Adviser’s own RMP in respect of the Scheme is reviewed annually by the Manager. Risk exposure to a counterparty of an OTC derivative is limited to 5% of a fund’s assets (10% in the case of credit institutions as defined by COLL).

Counterparties assume no discretion over the composition or management of the relevant Scheme’s investment portfolio and are therefore not considered as part of an investment management delegation agreement. Collateral required under OTC derivative transactions The exposure in respect of an OTC derivative may be reduced to the extent that collateral is held in respect of it if the collateral:

(a) is marked to market on a daily basis and exceeds the value of the amount at risk;

(b) is exposed only to negligible risks (e.g. government bonds of first credit rating or cash) and is liquid;

(c) is held by a third party custodian not related to the provider or is legally secured from the consequences of a failure of a related party; and

(d) can be fully enforced by the Scheme at any time.


OTC derivative positions with the same counterparty can be netted provided that the netting procedures comply with the conditions set out in Section 3 (Contractual netting (Contracts for novation and other netting agreements)) of Annex II of the Banking Consolidation Directive; and are based on legally binding agreements.

Collateral Collateral obtained in respect of OTC derivative transactions comply with the criteria set out on page 140 under “Collateral – Criteria” in respect of the use of derivatives for efficient portfolio management (including hedging). Haircut policy The Manager has implemented a haircut policy in respect of each class of assets received as collateral. The haircut policy set out on page 141 in respect of the use of derivatives for efficient portfolio management applies to the use of derivatives for investment purposes by the Scheme.

STOCKLENDING

The Trustee may, at the request of the Manager, enter into a transaction of a kind envisaged in Section 263B of the Taxation of Chargeable Gains Tax Act 1992 ("stocklending"), in accordance with 5.4.4R of the Regulations and subject to the limitations imposed therein.

BORROWING POWERS

The Trustee may, on the instructions of the Manager, borrow money from an eligible institution for the use of a Scheme on the terms that the borrowing is repayable out of the property of that Scheme. The borrowing must not, on any Business Day, exceed 10 per cent. of the value of the property of the Scheme. This restriction does not apply to back to back borrowing for currency hedging purposes. The Manager must ensure that no period of borrowing exceeds three months, whether in respect of any specific sum or at all, without the prior consent of the Trustee and in any case the borrowing must not cease to be on a temporary basis only.


Appendix 3

Investment and Borrowing powers for the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust,

the St. James’s Place Emerging Markets Equity Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James’s Place Global Equity Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust,

the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit

Trust and the St. James’s Place UK Income Unit Trust.

The Manager may exercise, in respect of the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Global Equity Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust (referred to in this Appendix 3 as the "Schemes"), the full authority and powers permitted by the Regulations applicable to UCITS Schemes. However, this is subject to the applicable investment limits and restrictions set out in the Regulations, the Schemes’ Trust Deeds, this Prospectus and the relevant investment objective and policy.

Save for any investment purchased or transaction entered into for the purposes of hedging (referred to in more detail under the heading "Derivatives" below), the property of the Schemes may not include any investment to which a liability (whether actual or contingent) is attached unless the maximum amount of such liability is ascertained at the time when such investment is acquired for the account of the Schemes.

Transferable securities

Up to 100% of the property of each Scheme may consist of transferable securities which fulfil the following criteria (as fully defined in the Regulations):

1. It is listed or traded on an eligible securities market (as set out in Appendix 1) or it will be within a year of issue.

2. The potential for loss is limited to the amount paid for it.

3. It is sufficiently liquid not to compromise the ability of the authorised fund manager to redeem Scheme units.

4. A reliable valuation is available for it.

5. Appropriate information is available for it.

6. It is negotiable.

7. Its risks are adequately captured by the risk management process of the authorised fund manager.


Up to 10% in value of the property of a Scheme may, however, consist of transferable securities which do not meet the eligible market criteria set out as point 1 above.

Apart from investment in government and public securities and covered bonds, not more than 5% in value of the scheme property attributable to the Schemes may consist of transferable securities or money market instruments (referred to below) issued by any single body. This limit may be raised to 10% in respect of up to 40% in value of the scheme property attributable to the Schemes.

Not more than 20% in value of the scheme property attributable to the Schemes is to consist of transferable securities and money market instruments issued by the same group.

Warrants

Not more than 5% in value of the scheme property attributable to the Schemes may consist of warrants. Warrants may only be held if it is reasonably foreseeable that the exercise of the rights conferred by the warrants will not contravene the rules on spread of investments contained in the Regulations. Securities on which any sum is unpaid may be held provided that it is reasonably foreseeable that the amount of any existing and potential call for any sum unpaid could be paid by the Schemes at any time when the payment is required without contravening the Regulations.

Government and public securities

Up to 100% of the scheme property attributable to the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Emerging Markets Equity Units Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James's Place Global Equity Income Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust may consist of government and public securities provided no more than 35% in value of the scheme property attributable to that Scheme is invested in such securities issued by any one body. There is no limit on the amount which may be invested in such securities or in any one issue.

Up to 100% of the scheme property relating to the St. James’s Place Gilts Unit Trust, the St. James's Place Index Linked Gilts Unit Trust and the St. James’s Place Strategic Income Unit Trust may consist of government and public securities issued by any one issuer, and may therefore consist of Government and public securities issued or guaranteed by:

The Government of the United Kingdom, the Executive Committee of the Northern Ireland Assembly, the Scottish Administration, and the National Assembly of Wales.

More than 35% of the Scheme property attributable to the St. James’s Place Diversified Bond Unit Trust may consist of government and public securities issued by any one issuer, and may therefore consist of government and public securities issued or guaranteed by any of the following:

(a) the governments of the OECD member countries, being currently the governments of: Australia, Austria, Belgium, Canada, Chile, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Japan, Republic of South Korea, Luxembourg, Mexico, Netherlands New Zealand, Norway, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey, United, Kingdom and the United States, (provided the relevant issues are investment grade); and


(b) the governments of the member states of the European Union, being currently: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom; and

(c) the government of Singapore, European Investment Bank, European Bank for Reconstruction and Development, International Finance Corporation, International Monetary Fund, Euratom, Asian Development Bank, European Central Bank, Council of Europe, Eurofima, African Development Bank, International Bank for Reconstruction and Development (The World Bank), the Inter American Development Bank, and the Government National Mortgage Association (Ginnie Mae).

If more than 35% in value of the property of the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Gilts Unit Trust and the St. James’s Place Strategic Income Unit Trust is invested in Government or public securities issued by any one issuer, up to 30% of the property may consist of such securities of any one issue and the property must include at least six different issues whether of that issuer or another issuer.

Covered bonds

Up to 25% of the scheme property attributable to the Schemes may consist of covered bonds issued by any single body, provided that where the Schemes invest more than 5% in covered bonds issued by a single body, the total value of covered bonds held must not exceed 80% in value of the scheme property.

Cash and near cash

The property of the Schemes may consist of cash or near cash to enable:

(a) the pursuit of the Schemes’ investment objective;

(b) the redemption of units; or

(c) the efficient management of the Schemes in accordance with its objectives or any other purposes which may reasonably be regarded as ancillary to the objectives of the Schemes.

Cash which forms part of the property of the Schemes may be placed in any current or deposit account with the Trustee, the Manager or any investment adviser or any associate of any of them provided it is an eligible institution or approved bank and the arrangements are at least as favourable to the Schemes as would be the case for any comparable arrangement affected on normal commercial terms negotiated at arm’s length between two independent parties. Approved Money Market Instruments Up to 100% of the scheme property attributable to the Schemes may consist of money market instruments which are normally dealt in on an eligible money market, are liquid and whose value can be accurately determined at any time, being an ‘approved money market instrument’ in accordance with the Regulations.


The Schemes may invest in an approved money market instrument if it is:

(a) issued or guaranteed by a central, regional or local authority or central bank of an EEA state or if the EEA State is a federal state, one of the members making up the federation, the European Central Bank, the European Union or the European Investment Bank, a non-EEA state or, in the case of a federal state, by one of the members making up the federation, or by a public international body to which one or more EEA states belongs; or

(b) an establishment subject to prudential supervision in accordance with criteria

defined by EU Law or an establishment which is subject to and complies with prudential rules governed by the FCA to be at least as stringent as those laid down by EU Law; or

(c) issued by a body, any securities of which are dealt in on an eligible market.

Money-market instruments with regulated issuer In addition to instruments admitted to or dealt in on an eligible market, the Schemes may invest in an approved money-market instrument provided it fulfils the requirements in the Regulations governing regulated issuers of money-market instruments such that the issue or the issuer is regulated for the purpose of protecting investors and savings and the instrument is issued or guaranteed, in accordance with the Regulations. The Schemes may also with the express consent of the FCA invest in an approved money-market instrument provided:

(a) the issue or issuer is itself regulated for the purpose of protecting investors and savings in accordance with the Regulations;

(b) investment in that instrument is subject to investor protection equivalent to that

provided by instruments which satisfy the requirements of the Regulations; and (c) the issuer is a company whose capital and reserves amount to at least EUR 10

million and which presents and publishes its annual accounts in accordance with Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles (as defined in COLL) which benefit from a banking liquidity line (as defined in COLL).

Not more than 10% of the scheme value attributable to the Schemes may consist of unapproved transferable securities or money market instruments which do not fulfil either of the two criteria above. Deposits

Up to 100% of the scheme property attributable to the Schemes may consist of deposits (as defined in the Regulations) but only if it:

is with an approved bank;

is repayable on demand or has the right to be withdrawn; and


matures in no more than 12 months.

Not more than 20% in value of the scheme property may consist of deposits with a single body.

Collective investment schemes

Up to 10% of the scheme property attributable to the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Units Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James's Place Global Equity Income Unit Trust, the St. James's Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust may consist of units or shares in collective investment schemes.

Not more than 10% in value of the property of the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Diversified Bond Unit Trust, the St. James’s Place Emerging Markets Equity Units Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James's Place Global Equity Income Unit Trust, the St. James's Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, the St. James’s Place Strategic Income Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust may consist of units or shares in any one collective investment scheme.

Up to 100% of the scheme property of the St. James’s Place Balanced Managed Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place Managed Growth Unit Trust, and the St. James’s Place Strategic Managed Unit Trust may consist of units or shares in collective investment schemes.

Not more than 20% in value of the scheme property of the St. James’s Place Balanced Managed Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place Managed Growth Unit Trust and the St. James’s Place Strategic Managed Unit Trust may consist of units or shares in any one collective investment scheme.

The Schemes must not invest in units or shares of a collective investment scheme (the "second scheme") unless the second scheme satisfies the conditions referred to below and provided that (i) no more than 10% of the value of the scheme property attributed to the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust St. James's Place Global Equity Income Unit Trust, the St. James's Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Investment Grade Corporate Bond Unit Trust, and the St. James’s Place UK and International Income Unit Trust and (ii) no more than 30% of the value of the scheme property attributed to the St. James’s Place Balanced Managed Unit Trust, the St. James's Place Global Equity Unit Trust, the St. James’s Place Managed Growth Unit Trust and the St. James’s Place Strategic Managed Unit Trust is invested in second schemes within categories (b) to (e) below.

(i) The second scheme must fall within one of the following categories:

(a) A scheme which satisfies the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or

(b) A scheme which is recognised under the provisions of section 270 of the Financial Services and Markets Act 2000 (schemes authorised in designated countries or


territories) or in respect of the St. James’s Place Diversified Bond Unit Trust, a scheme which is recognised under the provisions of section 272 of the Financial Services and Markets Act 2000 (Individually recognised overseas schemes) that is authorised by the supervisory authorities of Guernsey, Jersey or the Isle of Man (provided requirements of article 50(1)(e) of the UCITS Directive are met); or

(c) A scheme which is authorised as a non-UCITS retail scheme (as defined in COLL) and in respect of which the requirements of article 50(1)(e) of the UCITS Directive are met; or

(d) A scheme which is authorised in another EEA State (and in respect of which the requirements of article 50(1)(e) of the UCITS Directive are met); or

(e) A scheme which is authorised by the competent authority of an (non-EEA) OECD member country, which has signed the IOSCO Multilateral Memorandum of Understanding and has approved the scheme’s management company, rules and depositary/custody arrangements, and in respect of which the requirements of article 50(1)(e) of the UCITS Directive are met.

(ii) The second scheme must comply, where relevant, with those COLL provisions regarding investment in other group schemes and associated schemes (referred to below).

(iii) The second scheme must have terms which prohibit more than 10% in value of the scheme property consisting of units in collective investment schemes.

The Schemes may invest in shares or units of collective investment schemes which are managed or operated by the Manager or an associate of the Manager. However, if a Scheme invests in units in another collective investment scheme managed or operated by the Manager or by an associate of the Manager, the Manager must pay into the property of the relevant Scheme before the close of the business on the fourth Business Day after the agreement to invest or dispose of units:

on investment – if the Manager pays more for the units issued to it than the then prevailing creation price, the full amount of the difference or, if this is not known, the maximum permitted amount of any charge which may be made by the issuer on the issue of the units; and

on a disposal – any amount charged by the issuer on the redemption of such units.

Where a Scheme invests in another collective investment scheme, the maximum annual management charge that may be charged to that collective investment scheme is 1.5%.

Derivatives – for the purposes of efficient portfolio management (including hedging) only

For the St. James’s Place Balanced Managed Unit Trust, the St. James’s Place Corporate Bond Unit Trust, the St. James’s Place Emerging Markets Equity Units Trust, the St. James’s Place Gilts Unit Trust, the St. James’s Place Global Emerging Markets Unit Trust, the St. James’s Place Global Equity Income Unit Trust, the St. James’s Place Global Equity Unit Trust, the St. James’s Place Index Linked Gilts Unit Trust, the St. James’s Place International Corporate Bond Unit Trust, the St. James’s Place Managed Growth Unit Trust, the St. James’s Place Strategic Managed Unit Trust, the St. James’s Place UK and International Income Unit Trust and the St. James’s Place UK Income Unit Trust the property of the Schemes may consist of derivatives and the Schemes may enter into forward transactions for the purposes of efficient portfolio management, including hedging, only. Efficient portfolio management techniques and instruments must fulfil the following criteria:


(a) they are economically appropriate in that they are realised in a cost effective way;

(b) they are entered into for one or more of the following specific aims:

(i) reduction of risk;

(ii) reduction of cost;

(iii) generation of additional capital or income for the scheme with a risk level which is consistent with the risk profile of the scheme and the risk diversification rules laid down in COLL.

Derivatives transactions must either be in an approved derivative (being a derivative which is dealt in on an eligible derivatives market as set out in Appendix 1) or an over the counter derivative with an approved counterparty. A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank or a person whose permission (as published in the FCA register), or whose home state authorisation permits it to enter into such transactions as principal off-exchange.



(b) money market instruments;

(c) deposits;

(d) derivatives;



(g) interest rates;


(i) currencies.



The St. James’s Place Corporate Bond Unit Trust and Investment Grade Corporate Bond Unit Trust are permitted to invest in Credit Default Swaps. Credit Default Swaps may be used for the purpose of increasing or decreasing exposure to a particular security or index. The Credit Default Swap will be unwound as the physical trade is dealt.

The Credit Default Swaps will be:

dealt with an approved counterparty that is an eligible institution or and approved bank, or with persons whose permission (including any requirements or limitations), as


published in the FCA register, or whose Home State authorisation, permits it to enter into transactions as principal off exchange;

on approved terms (as defined by the FCA Handbook); capable of reliable valuation; and subject to verifiable valuation.

Should the counterparty to a transaction be unable to fulfil their obligations or be in default, there is a risk that the fund may suffer a loss. Counterparties assume no discretion over the composition or management of the relevant Scheme’s investment portfolio and are therefore not considered as part of an investment management delegation agreement. Collateral obtained in respect of OTC derivative transactions and efficient portfolio management techniques complies with the following criteria:










o Placed on deposit with entities prescribed in Article 50(f) of the UCITS Directive.

o Invested in high-quality government bonds. o Used for the purpose of reverse repo transactions provided the transactions are



o Invested in short-term money market funds as defined in the Regulations.

Derivatives – for the purposes of investment and efficient portfolio management

For the St. James’s Place Diversified Bond Unit Trust, the St James’s Place Investment Grade Corporate Bond and the St. James’s Place Strategic Income Unit Trust to achieve the investment objective and policy of each Scheme, the Schemes may use derivatives for investment purposes, as well as for efficient portfolio management purposes (including hedging). The Manager does not anticipate that the use of derivatives will have a significant effect on the risk profile of the Schemes. The St. James Place Diversified Bond Unit Trust and the St. James’s Place Strategic Income Unit Trust intends to take full advantage of the ability to invest in derivatives, providing both long and synthetic short positions principally through the use of contracts for difference. Whilst the Schemes may use derivative and forward transactions to help meet their objectives, there is no guarantee that this will ensure that the objectives are met or that the use of financial derivative instruments will have a positive effect on the Schemes.

A transaction in a derivative must not cause a Scheme to diverge from its investment objectives as stated in the Trust Deed and this Prospectus. Where a transferable security or money market instrument embeds a derivative, this must be taken into account for the purposes of complying with this section.

Derivatives transactions must either be in an approved derivative (being a derivative which is dealt in on an eligible derivatives market as set out in Appendix 1), or an OTC derivative with an approved counterparty, on approved terms, which is capable of reliable valuation and subject to verifiable valuation, as set out below under "OTC Derivatives".

A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank or a person whose permission (as published in the FCA register), or whose home state authorisation permits it to enter into such transactions as principal off-exchange. Counterparty risk exposures will be aggregated across both financial derivative instruments and efficient portfolio management techniques. Where a Scheme makes use of derivative instruments there is a risk that if the counterparty to the transaction were to default, the Scheme may suffer a loss.

Where collateral arrangements are in place, if a counterparty defaults on a transaction, the counterparty will forfeit the collateral.

The Trustee at the request of a Scheme may lend, deposit, pledge or charge scheme property for margin requirements, or transfer scheme property under the terms of an agreement in relation to margin requirements, provided that the Manager reasonably considers that both the agreement and the margin arrangements made under it (including in relation to the level of margin) provide appropriate protection to shareholders.

An agreement providing appropriate protection to unitholders for these purposes includes one made in accordance with the 1995 International Swaps and Derivatives Association Credit Support Annex (English Law) to the International Swaps and Derivatives Association Master Agreement.

In accordance with the Regulations the Schemes or the Trustee are not permitted to provide any guarantee or indemnity in respect of the obligation of any person with the exception of any indemnity or guarantee for margin requirements in the event the Schemes enter into derivative or forward transactions in accordance with the Regulations, and in respect of certain indemnities permitted under the Regulations.


Where a transaction is effected in which the Manager has a direct or indirect interest that may potentially create a conflict of interest with a Scheme, where this cannot be avoided, the Manager will have due regard to its fiduciary responsibility and act in the interests of the investors and the Scheme. The Manager will ensure that transactions are effected in such a way that the Scheme will be in at least an equivalent position as if the conflict had not existed.



(b) approved money market instruments;

(c) deposits;

(d) derivatives;



(g) interest rates;


(i) currencies.


All derivative transactions are deemed to be free of counterparty risk if they are performed in an exchange where he clearing house is backed by appropriate performance guarantee, and it is characterised by daily mark to market valuation of the derivative positions and an at least daily margining.

A transaction in derivatives or forward transaction may be entered into only if the maximum exposure is covered globally. Exposure is covered globally if adequate cover from within the scheme property is available to meet the Scheme’s total exposure, taking into account the value of the underlying assets, any reasonably foreseeable market movement, counterparty risk, and the time available to liquidate any positions.

A sale is not to be considered uncovered if:

(a) the risks of the underlying financial instrument of a derivative can be appropriately represented by another financial instrument and the underlying financial instrument is highly liquid; or

(b) the Manager or the Trustee has the right to settle the derivative in cash, and cover exists within the scheme property which falls within one of the following asset classes:

(1) cash;

(2) liquid debt instruments (e.g. government bonds of first rating) with appropriate safeguards in place (in particular, haircuts); or


(3) other highly liquid assets having regard to their correlation with the underlying of the financial derivative instruments, subject to the appropriate safeguards (e.g. haircuts where relevant).


OTC Derivatives

Any transaction in an OTC derivative must be:

(a) with an approved counterparty. A counterparty to a transaction in derivatives is approved only if the counterparty is an eligible institution or an approved bank, or a person whose permission (as published in the FCA register), or whose home state authorisation, permits it to enter into such transactions as principal off-exchange.

(b) on approved terms. The terms of a transaction in derivatives are approved only if the Manager:

(i) carries out at least daily a reliable and verifiable valuation in respect of that transaction corresponding to its fair value and which does not rely only on market quotations by the counterparty; and

(ii) can enter into one or more further transactions to sell, liquidate or close out that transaction at any time, at its fair value.

(c) capable of reliable valuation. A transaction in derivatives is capable of reliable valuation only if the Manager having taken reasonable care determines that, throughout the life of the derivative (if the transaction is entered into), it will be able to value the investment concerned with reasonable accuracy:

(i) on the basis of an up-to-date market value which the Manager and the Trustee have agreed is reliable; or

(ii) if the value referred to in (i) is not available, on the basis of a pricing model which the Manager and the Trustee have agreed uses an adequate recognised methodology; and

(d) subject to verifiable valuation. A transaction in derivatives is subject to verifiable valuation only if, throughout the life of the derivative (if the transaction is entered into) verification of the valuation is carried out by:

(i) an appropriate third party which is independent from the counterparty of the derivative, at an adequate frequency and in such a way that the Manager is able to check it; or

(ii) a department within the Manager which is independent from the department in charge of managing the scheme property and which is adequately equipped for such a purpose.

For the purposes of paragraph (b) above, "fair value" is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arms’ length transaction.

The Trustee must take reasonable care to ensure that the Manager has systems and controls that are adequate to ensure compliance with paragraphs (a) to (d) above.


The Manager’s Risk Management Policy (RMP), details how the risks are managed by the Manager and the Investment Adviser. The Investment Adviser’s own RMP in respect of the Scheme is reviewed annually by the Manager. Risk exposure to a counterparty of an OTC derivative is limited to 5% of a fund’s assets (10% in the case of credit institutions as defined by COLL).

Counterparties assume no discretion over the composition or management of the relevant Scheme’s investment portfolio and are therefore not considered as part of an investment management delegation agreement. Collateral required under OTC derivative transactions The exposure in respect of an OTC derivative may be reduced to the extent that collateral is held in respect of it if the collateral:

(a) is marked to market on a daily basis and exceeds the value of the amount at risk;

(b) is exposed only to negligible risks (e.g. government bonds of first credit rating or cash) and is liquid;

(c) is held by a third party custodian not related to the provider or is legally secured from the consequences of a failure of a related party; and

(d) can be fully enforced by the Scheme at any time.

OTC derivative positions with the same counterparty can be netted provided that the netting procedures comply with the conditions set out in Section 3 (Contractual netting (Contracts for novation and other netting agreements)) of Annex II of the Banking Consolidation Directive; and are based on legally binding agreements.

Collateral Collateral obtained in respect of OTC derivative transactions and efficient portfolio management techniques complies with the following criteria:











o Placed on deposit with entities prescribed in Article 50(f) of the UCITS Directive. o Invested in high-quality government bonds. o Used for the purpose of reverse repo transactions provided the transactions are


o Invested in short-term money market funds as defined in the Regulations. Specifically in respect of the St. James’s Place Diversified Bond Unit Trust cash collateral must only be invested in free-risk assets which include:

o deposits with any Approved Bank which are capable of being withdrawn within 5 working days;

o short dated government or other public securities which have a minimum credit rating of A or equivalent (e.g. US T bills);

o certificates of deposit issued by any Approved Bank which have a minimum credit rating of A or equivalent;

o shares or units in daily-dealing money market funds which have a rating of AAA or equivalent;

o Any other instruments which may be permitted by the relevant competent authorities.

The incremental exposure generated through the reinvestment of cash collateral shall be taken into account for the purposes of the calculation of the global exposure of the Funds. The Investment Adviser does not reinvest collateral received from counterparties. Haircut policy The Manager has implemented a haircut policy in respect of each class of assets received as Collateral. A haircut is a discount applied to the value of a collateral asset to account for the fact that its valuation, or liquidity profile, may deteriorate over time. The haircut policy takes account of the characteristics of the relevant asset class, including the credit standing of the issuer of the collateral, the price volatility of the collateral and the results of any stress tests which may be performed. Subject to the framework agreements in place with the relevant counterparty, which may or may not include minimum transfer amounts, it is the intention of the Manager that any collateral received shall have a value, adjusted in light of the haircut policy, which equals or exceeds the relevant counterparty exposure where appropriate. Spread – general

In applying any of the restrictions referred to above, not more than 20% in the value of the scheme property of the Schemes is to consist of any combination of two or more of the following:

transferable securities or money market instruments issued by; or


deposits made with; or

exposures from over the counter derivatives transactions made with;

a single body.

In applying any limit to transferable securities or money market instruments, any certificates representing certain securities are to be treated as equivalent to the underlying security.

The exposure of the Scheme’s to any one counterparty in an over the counter derivative transaction must not exceed 5% in value of the scheme property. This limit may be raised to 10% where the counterparty is an approved bank as defined in COLL.

Concentration

The Schemes must not at any time hold:

(a) more than 10% of the transferable securities issued by a body corporate which do not carry rights to vote on any matter at a general meeting of that body;

(b) more than 10% of the debt securities issued by one issuer;

(c) more than 25% of the units in a collective investment scheme;

(d) more than 10% of the money market instrument issued by a single body.

Significant Influence

The Schemes may only acquire transferable securities issued by a body corporate carrying rights to vote at a general meeting of that body provided that before the acquisition the aggregate number of such securities held by the Schemes does not allow it to exercise 20% or more of the votes cast at a general meeting of that body and the acquisition will not give the Scheme such power.

Borrowing

Subject to the relevant Scheme’s Trust Deed and COLL (as it relates to UCITS Schemes), the Schemes may borrow money for the purposes of achieving the objectives of that Scheme on terms that such borrowings are to be repaid out of the scheme property of the Scheme. The Manager does not anticipate significant use of this borrowing power. Such borrowing may only be made from an eligible institution or approved bank (as defined in COLL) and must be on a temporary basis only.

No period of borrowing may exceed 90 days without the prior consent of the Trustee (which may give such consent only on conditions as appear to the Trustee appropriate to ensure that the borrowing does not cease to be on a temporary basis). The borrowing of the Schemes must not, on any Business Day, exceed 10% of the value of the property of the Schemes. As well as applying to borrowing in a conventional manner, the 10% limit applies to any other arrangement designed to achieve a temporary injection of money into the property of the Schemes in the expectation that such will be repaid. For example, by way of a combination of derivatives which produces an effect similar to borrowing.

The above provisions on borrowing do not apply to "back to back" borrowing for hedging purposes, being an arrangement under which an amount of currency is borrowed from an eligible institution and an amount in another currency at least equal to the amount of currency borrowed is kept on deposit with the lender (or his agent or nominee).


Borrowings may be made from the Trustee, the Manager or any investment manager or any associate of any of them provided that such lender is an eligible institution or approved bank and the arrangements are at least as favourable to the Schemes as would be those of any comparable arrangements effected on normal commercial terms negotiated at arm’s length between two independent parties.

Risk Management

The Schemes may enter into derivative and forward transactions for the purposes of efficient portfolio management, including hedging. The following requirements must be satisfied when entering into a transaction for efficient portfolio management purposes, namely:

the transaction must be economically appropriate in that it is realised in a cost effective way;

the exposure on the transaction must be fully covered; and

the transaction must be entered into for one or more of the following specific aims:

(a) the reduction of risk; or

(b) the reduction of costs; or

(c) the generation of additional capital or income with a risk level which is consistent with the risk profile of the relevant Scheme and the risk diversification rules in COLL.

A transaction which is regarded as speculative will not be permitted. A list of the current eligible derivatives markets for the schemes is set out in Appendix 1. Further derivatives markets may be added to the list following consultation with the Trustee in accordance with COLL.

A derivatives or forward transaction which would or could lead to delivery of property to the Trustee may be entered into only if such property can be held by the Schemes and the Manager has taken reasonable care to determine that delivery of the property pursuant to the transaction will not lead to a breach of the relevant provisions in COLL.

Where a transaction is entered into for hedging purposes and relates to the actual or potential acquisition of transferable securities, the Manager must intend that the Schemes should invest in such transferable securities within a reasonable time and the Manager must ensure that, unless the position has itself been closed out, that intention is realised within such time.

The Manager uses a risk management process which enables it to monitor and measure on a daily basis the risk of the Schemes’ derivatives and forwards position and their impact on the overall risk profile of the relevant Scheme. This process has been notified to the FCA in accordance with COLL. The Manager does not anticipate the intended use of derivatives and forwards transactions as set out above to have any detrimental effect on the overall risk profile of the Schemes.

Where a transaction is effected in which the Manager has a direct or indirect interest that may potentially create a conflict of interest with the relevant Scheme, where this cannot be avoided, the Manager will have due regard to its fiduciary responsibility and act in the interests of the investors and the Scheme. The Manager will ensure that transactions are effected in such a way that the Scheme will be in at least an equivalent position as if the conflict had not existed.


Whilst the Schemes may use derivatives to help meet their objectives, there is no guarantee that this will ensure that the objectives are met or that the use of derivatives will have a positive effect on the Schemes. Where the Schemes make use of derivatives for the purposes of efficient portfolio management, there is a risk that if the counterparty to a transaction were to default, the relevant Scheme may suffer a loss.

Stock lending The Schemes or the Trustee may enter into a repo contract, or a stock lending arrangement of the kind described in section 263B of the Taxation of Chargeable Gains Act 1992 but only if:

a) all the terms of the agreement under which securities are to be reacquired by the Trustee for the account of the relevant Scheme are in a form which is acceptable to the Trustee and are in accordance with good market practice;

b) the counterparty is an authorised person, a person authorised by a home state regulator or otherwise acceptable in accordance with COLL; and

c) collateral is obtained to secure the obligation of the counterparty under the terms referred to in (a) above, and is acceptable to the Trustee and must also be adequate and sufficiently immediate as set out in COLL. These requirements do not apply to a stock lending transaction made through Euroclear Bank SA/NV’s Securities Lending and Borrowing Programme.

178

Appendix 4

Risk Factors

Investors in the Schemes should consider the following risk factors which may be associated with an investment in each Scheme.

The risk profile of each Scheme can be found in Appendix 1.

General risks (applicable to each of the Schemes)

The value of your investment will depend on the performance of the Scheme and willvary from day to day.

Past performance is not a guide to future performance. The price of units and theincome you get from them can go down as well as up and as a result you may not getback the amount you invested. This can be as a result of market movements and alsovariations in exchange rates between currencies. Unit trusts should generally beregarded as long-term investments.

There is no guarantee that the Scheme’s objectives will be achieved.

The levels of income generated by the Schemes is not guaranteed. Where incomeearned by a Scheme is intended to cover charges and expenses and is insufficient to doso, the balance will be charged to capital, which will to that extent constrain capitalgrowth.

In certain circumstances, for the purposes of hedging in order to reduce or eliminaterisk arising from fluctuations in interest or exchange rates and in the price ofinvestments, the Manager may enter into certain derivatives, including, withoutlimitation, forwards, futures and options. By holding these types of investments thereis a risk of capital depreciation in relation to certain assets of the Scheme. There isalso the potential for capital appreciation of such assets.

Where the Scheme invests in unquoted stocks or smaller stock markets suchinvestment will potentially carry a greater risk than those which invest only insecurities quoted on the larger, more established stock markets. In particular, such aninvestment will often be less liquid than those of a larger nature bringing with itpotential difficulties in acquiring, valuing and disposal. Proper information fordetermining the value, or the risks to which they are exposed, may also not be readilyavailable.

The levels of relief from taxation will depend upon individual circumstances. Pleasenote current tax levels and reliefs may change and their value will depend on theinvestor’s individual circumstances.

Where the Scheme invests in smaller companies it will invest in stocks which may beless liquid than the securities of larger companies, as a result of inadequate tradingvolume or restrictions on trading. Such investments may possess greater potential forcapital appreciation, but also involve risks, such as limited product lines, markets andfinancial or managerial resources and trading in such securities may be subject tomore abrupt price movements than trading in the securities of larger companies.


Where the Scheme invests in other regulated collective investment schemes, theScheme will bear, along with the other investors, their portion of the expenses of theother collective investment scheme, including management, performance and/or otherfees. These fees will be in addition to the management fees and other expenses whichthe Scheme bears directly with its own operations and will be included in the ongoingcharges figure.

The Scheme may invest in overseas investments, and you should note that exchangerate fluctuations can affect both income and capital values.

The Scheme may invest in corporate bonds and debt securities. The value of theScheme’s units may fall in the event of the default or reduced credit rating of anissuer.

Some of the Schemes may invest in Exchange Traded Funds. Exchange Traded Fundsrepresent a basket of securities that are traded on an exchange and may notnecessarily trade at the net asset value of their underlying holdings. As a result, theymay trade at a price that is above or below the value of the underlying portfolio.Exchange Traded Funds may not be backed by underlying physical positions and maybe subject to counterparty risk.

Where a Scheme enters into a transitional period following a change in the InvestmentAdviser structure and there is a higher level of buying and selling activity than atnormal operating times, it may be subject to an increase in trading costs which will bemet out of Scheme property and therefore constrain the performance of the Scheme.

If you exercise cancellation rights (if applicable), you may not get back the full amountyou invested if the unit price falls before the contract is cancelled.

Inflation will, over time, reduce the value of your investments in real terms which willreduce the buying power of your money.

The levels of relief from taxation will depend upon individual circumstances. Pleasenote current tax levels and reliefs may change and their value will depend on theinvestor’s individual circumstances.

Scheme Specific risks


The annual management charge and investment adviser's fee are deducted from capital. This may accordingly constrain future growth.

Emerging Markets

The Scheme invests in equities in emerging markets and may therefore be exposed to risks associated with failed or delayed trading and settlement of market transactions and with the registration and custody of securities. Investments in emerging markets securities may involve a higher than average risk. Companies investing in emerging markets may not be subject to:

accounting, auditing and financial reporting standards, and practices indisclosure requirements comparable to those applicable to companies in majormarkets;


the same level of government supervision and regulation of stock exchanges ascountries with more advanced securities markets. Accordingly, certainemerging markets may not afford the same level of investor protection aswould apply in more developed jurisdictions;

Additionally, the lack of liquidity and efficiency in certain of the stock markets or foreign exchange markets in certain emerging markets may mean that from time to time it may be more difficult to purchase or sell holdings of equities than it would in a more developed market.


The Scheme holds a limited number of assets and is therefore more likely to experience volatility than a fund with a broader, more diversified portfolio.

Alternative Asset Classes

The Scheme will have exposure to alternative asset classes where there is a risk that the price at which an asset is valued may not be realisable in the event of sale. This could be due to a mis-estimation of the asset’s value, due to a lack of liquidity in the relevant market or where the underlying scheme in which the Scheme is invested is suspended. As a result, at times, the Manager may have to delay acting on instructions to sell investments, and the proceeds on redemption may be materially less than the value implied by the Scheme’s price.

Leverage

In addition to any leverage incurred as part of efficient portfolio management techniques, the Scheme may use leverage with the aim of increasing investment returns through increasing exposure to individual securities or markets. As a result profits and losses incurred by the Scheme may be greater than those of a Scheme that does not use leverage.


Asset-backed securities are subject to interest rate risk and, to a lesser degree, prepayment risk because the underlying loans may often be prepaid at any time. ABS are subject to additional risks in that, unlike mortgage-backed securities, ABS generally do not have the benefit of a security interest in the related collateral. The risk of investing in ABS is ultimately dependent upon payment of the underlying debt by the debtor.

Each type of ABS also entails unique risks depending on the type of assets involved and the legal structure used. For example, credit card receivables are generally unsecured.

ABS typically experience credit risk. For example, there is an increasing supply of subordinated securities rated lower than AA (down to B or first loss) by Standard & Poors and senior securities that may be rated lower than AAA. Investments in subordinated ABS involve greater credit risk of default than the more senior class(es) of the issue or series. There is also the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities because of the inability to perfect a security interest in such collateral.



A Collateralised Loan Obligation is a securitized interest in a pool of collateral comprising of various loans which are issued to investors in multiple tranches. Tranches are categorised according to their degree of perceived credit risk. Investors bear the credit risk of the collateral. If there are defaults or the collateral otherwise underperforms, scheduled payments to senior tranches take preferences of those of subordinate tranches and therefore investments in subordinated CLOs involve greater credit risk of default than the more senior tranches.

The value of CLOs can be affected by a number of factors, including: (i) changes in the market's perception of the pool of underlying assets backing the security, (ii) economic and political factors such as interest rates and levels of unemployment and taxation which can have an impact on the arrears, and losses incurred with respect to the pool of assets backing the security, (iii) changes in the market’s perception of the adequacy of credit support built into the security’s structure to protect against losses caused by arrears, (iv) changes in the perceived creditworthiness of the originator of the security or any other third parties to the transaction, and (v) the speed at which loans within the pool are repaid by the underlying borrowers (whether voluntary or due to arrears).

The investment characteristics of CLOs differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, very often monthly or quarterly, and that principal may be prepaid at any time because the underlying loans may often be prepaid at any time.

Counterparty Risk

Where the Scheme’s investments are not dealt on a stock exchange or a regulated market there is a risk additional to the general risk of insolvency that the counterparty of the trade may default or not completely fulfil its obligations. In particular this applies to transactions involving derivatives.

Risks Associated With Repurchase Or Reverse Repurchase Transactions

The principal risk when engaging in repurchase or reverse repurchase transactions is the risk of default by a counterparty who has become insolvent or is otherwise unable or refuses to honour its obligations to return securities or cash to the Scheme as required by the terms of the transaction. Counterparty risk is mitigated by the transfer or pledge of collateral in favour of the Scheme. However, repurchase or reverse repurchase transactions may not be fully collateralised. Fees and returns due to the Scheme under repurchase or reverse repurchase transactions may not be collateralised. In addition, the value of collateral may decline in between collateral rebalancing dates or may be incorrectly determined or monitored. In such a case, if a counterparty defaults, the Scheme may need to sell non-cash collateral received at prevailing market prices, thereby resulting in a loss to the Scheme.

The Scheme may also incur a loss in reinvesting cash collateral received. Such a loss may arise due to a decline in the value of the investments made. A decline in the value of such investments would reduce the amount of collateral available to be returned by the Scheme to the counterparty as required by the terms of the transaction. The Scheme would be required to cover the difference in value between the collateral originally received and the amount available to be returned to the counterparty, thereby resulting in a loss to the Scheme.



The costs of buying and selling foreign securities, including tax, brokerage and custody costs, may be higher than those involving domestic transactions. The values of foreign investments may be affected by changes in currency rates or exchange control regulations. If the local currency gains strength against the domestic currency, the value of the foreign security increases in domestic currency terms. Conversely, if the local currency weakens against the domestic currency, the value of the foreign security declines in domestic security terms.

Liquidity Risk

There is a risk that the market in which the securities are held will be, at times, relatively illiquid. In such a market the Scheme may experience adverse price movements upon liquidation of its investments and settlement of transactions may be subject to delay or administrative uncertainties.

Bond Risk

Credit riskThe Scheme may invest in corporate bonds and debt securities issued by companieswhich, compared to bonds issued or guaranteed by governments, are generallyexposed to greater risk of default in the repayment of the capital or interest due to theScheme. The credit risk of a bond refers to the probability and probable loss upon acredit event (i.e. the obligor defaults on scheduled payments or files for bankruptcy, orthe bond is restructured), or a credit quality change is issued by a rating agencyincluding Fitch, Moody's, or Standard & Poors.

Interest Rate RiskInterest rate risk refers to the risk of the market value of a bond changing in value dueto changes in the structure or level of interest rates or credit spreads or riskpremiums.

Yield and Market RiskInvestments in fixed income securities entail certain risks including adverse incomefluctuation associated with general economic conditions affecting the fixed incomesecurities market, as well as adverse interest rate changes and volatility of yields.When interest rates decline, the market value of a Scheme’s fixed income securitiescan be expected to rise. Conversely, when interest rates rise, the market value of aScheme’s fixed income securities can be expected to decline.

High-Yield Bond RiskThe Scheme may invest in high-yield bonds. These are generally considered to bebonds with a rating lower than BBB- by Standard & Poors or equivalent from anotherratings agency. These bonds have a higher risk of default or other adverse creditevents, but typically pay higher yields than better quality bonds in order to make themattractive to investors. High yield bonds have an increased risk of capital erosion dueto a higher probability of default by the bond issuer.


Derivative Risk

Long and Short positionsThe Scheme will hold both long and short synthetic positions in order to seek to takeadvantage of both rising and falling market values. ‘Long’ positions mean that thevalue of the assets held is expected to rise in value. A ‘short’ sale involves the sale of asecurity that the Scheme does not own in the expectation of purchasing the samesecurity at a later date at a lower price. The Scheme will not take direct short positionsin equities, but will employ certain derivative techniques. By employing syntheticshorting techniques the Scheme will establish both long and short investments.Consequently, as well as holding assets that may fall or rise with market values, it willalso hold positions that will rise in value as the market falls and fall in value as themarket rises.

Contracts for Difference (“CFD”)A CFD is an derivative contract between the investor (i.e. the Scheme) and acounterparty (usually a broker or an investment bank) which relates to a share of acompany which gives the investor an exposure to the change in the price of the specificshare over the life of the contract depending on whether a party to the CFD believesthe price of the share will rise or fall by a certain date. The investor will not own theshares and typically will not have any voting rights in respect of the shares. One of thebenefits is that the Scheme is exposed to the performance of the share at a fraction ofthe cost of acquiring the shares directly. However, unlike shares, the Scheme ispotentially liable for more than the amount it initially paid to enter into the contract,depending on the performance of the underlying share.

The use of derivatives, such as CFDs, may expose the Scheme to a higher degree of risk. For example the amount of initial margin is generally small relative to the size of the contract so that exposure to investments is leveraged so that they are greater than the total net asset value of the Scheme. A relatively small market movement may have a potentially larger impact on derivatives than on standard bonds or equities and leveraged positions can therefore increase the Scheme’s volatility.

LeverageMarket leverage obtained through derivatives is expressed through the Scheme’s grossmarket exposure to the underlying reference assets of the derivatives contracts andmay vary over time. The Scheme’s overall risk exposure will remain within the limitsimposed by COLL, as further described in Appendix 2.

Over the Counter Derivatives (“OTC Derivatives”)Where the Scheme invests in OTC derivatives, which are derivative contracts whichare negotiated between two parties and are therefore largely bespoke agreements,some of the protections available to participants of exchange-traded derivatives whichare entered into through a regulated derivative exchange, (such as the performanceguarantee of exchange clearing houses) may not be available.

If a counterparty to an OTC derivative is unable to meet its obligations under the derivative the Scheme is likely to suffer a loss which may impact on the value of the Scheme. While it is not possible to eliminate this risk, the Scheme will only enter into OTC derivative transactions with approved counterparties which meet specific credit requirements, and may reduce the exposure incurred in connection with such transactions through the use of collateral. The assets a counterparty provides as collateral must meet certain requirements as set out in Appendix 2.


If the issuer of a bond held as collateral defaults the value of the collateral may fall and the Scheme may not be fully collateralised between the time of default and the next collateral valuation. Whereas exchange-traded derivatives are governed by standard documentation the terms of OTC derivatives are subject to the terms agreed between the Scheme and the relevant counterparty. Whilst this allows for greater flexibility there is also the risk that the parties may disagree as to the terms of the OTC derivatives which may result in disputes between the parties. Transactions in OTC derivatives may involve greater risk than entering into exchange-traded derivatives because there is no exchange market on which to close out an open position. Additionally OTC derivatives are negotiated on an individual basis and this may result in an OTC derivative being less liquid than exchange-traded derivatives. It may be difficult to assess the value of a position arising from an OTC derivative transaction, and consequently it may be difficult to establish what is a fair price as the price will be decided between the parties to the transaction. However the Manager and Trustee are subject to the requirements in COLL (set out in Appendix 2) governing reliable and verifiable valuation of OTC derivatives.

Options and Futures Contracts

The Scheme may from time to time use both exchange-traded and over the counter futures and options as part of its investment policy or for hedging purposes. Transactions in securities options, futures contracts and options on futures contracts involve a variety of risks, including the inability to close out a position because of the lack of a liquid market and, in the case of futures transactions, lack of correlation between price movements in the hedging vehicle and the portfolio assets being hedged. Options and futures transactions can be highly volatile and could result in reduction of the Scheme’s total return, and the Scheme’s attempt to use such instruments for hedging purposes may not be successful due to an imperfect correlation between these instruments and the investments or market sectors being hedged.

Interest Rate Swaps

The use of swaps, caps, floors and collars is a highly specialised activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Investment Advisor’s view of market values, interest rates and other applicable factors is incorrect, the Scheme may not perform as expected which could result in a capital loss.

Credit Default Swaps The Scheme may take long and short positions in credit default swaps. A credit default swap is a type of derivative which allows one party to transfer credit risk to one or more other parties. The buyer pays a periodic fee to the protection seller in return for protection against the occurrence of a number of events. Credit default swaps carry specific risks including, but not limited to, high levels of leverage, the possibility that premiums are paid for credit default swaps which expire worthless and wide bid/offer spreads. In addition, there can be no assurance that the counterparty to a credit default swap will be able to fulfil its obligations.


Risk Management In order to monitor and manage the risk profile of the Scheme the Manager will employ a risk-management process which enables it to monitor and measure at any time the risk of the derivative positions and their contribution to the overall risk profile of the Scheme. The Manager applies a Value at Risk (VaR) approach to calculate the Scheme’s global exposure and to ensure it complies with the investment restrictions set out in Appendix 2.


Appendix 5

Valuation of the Property of the Schemes

The property of the Schemes is valued on the following basis and is in two parts (the issue basis and the cancellation basis):

1 All valuations are made in the base currency and are based on the most recent prices that can be reasonably obtained after the valuation point with a view to giving an accurate valuation at that point. Where a recent price is not available, or the most recent price is deemed by the Manager to no longer be a fair reflection of the value of the property, a fair value will be ascribed by the Manager per the Fair Value Pricing guidance in COLL.

2 To convert to the Schemes’ base currency the value of the Schemes’ property which would otherwise be valued in another currency the Manager must either:

(a) select a rate of exchange which represents the average of the highest and lowest rates quoted at the relevant time for conversion of that currency into base currency on the market on which the Manager would normally deal if it wished to make such a conversion, or

(b) invite the Trustee to agree that it is in the interests of the unitholders to select a different rate, and, if the Trustee so agrees, use that other rate.

3 All scheme property as at the valuation point is included in the valuation, subject to any adjustments.

4 If the Trustee has been instructed to issue or cancel units it will be assumed (unless the contrary is shown) that:

(a) it has been done so;

(b) it has paid or been paid for them; and

(c) all consequential action required has been taken.

5 If the Trustee has issued or cancelled units but consequential action at 4(c) above is outstanding, assume that it has been taken.

6 Any agreement for the unconditional sale or purchase of property will be treated as having been completed and all necessary consequential actions having been taken. This is to include any agreement the existence of which is, or could reasonably be expected to be, known to the person valuing the property, assuming that all other persons in the Manager’s employment take all reasonable steps to inform it immediately of the making of any agreement. However, this does not include any future or contract for differences which is not yet due to be performed or any unexpired option which has been written or purchased for the Fund and has not yet been exercised.

7 An estimated amount will be deducted for anticipated tax liabilities on the following:

(a) unrealised capital gains where the liabilities have accrued and are payable out of the scheme property of the Scheme;

(b) realised capital gains in respect of previously completed and current accounting periods;


(c) income where the liabilities have accrued;

including SDRT and any other fiscal charge not set out here.

8 The following will also be deducted:

(a) an estimated amount for any liabilities payable out of the property attributable to the fund and any tax on it (treating any periodic items as accruing from day to day);

(b) the principal amount of any outstanding borrowings whenever payable;

(c) any accrued but unpaid interest on borrowings;

(d) the value of any option written (if the premium for writing the option has become part of the scheme property of the Schemes); and

(e) in the case of a margined contract, any amount reasonably anticipated to be paid by way of variation margin (the difference in price between the last settlement price, whether or not variation margin was then payable, and the price of the contract at the valuation point).

9 An estimated amount will be added for accrued claims for repayment of taxation levied:

(a) on capital (including capital gains); or

(b) on income.

10 The following will be added:

(a) any other credit due to be paid into the scheme property;

(b) in the case of a margined contract, any amount reasonably anticipated to be received by way of variation margin (that is the difference in price between the last settlement price, whether or not variation margin was then receivable, and the price of the contract at the valuation point);

(c) any SDRT provision anticipated to be received.


Issue Basis

The valuation of the property of the Schemes for that part of the valuation which is on an issue basis is as follows:

Property To be valued at

(a) Cash Nominal value

(b) Amounts held in current and deposit accounts

Nominal value

(c) Property which is not within (a), (b) or (d):

(i) If units in an authorised unit trust which is dual priced

Except where Note 1 applies, the most recent maximum sale price less any expected discount (plus dealing costs) [Note 2].

(ii) If units or shares in either an investment company with variable capital or authorised unit trust which is single priced

The most recent price (plus dealing costs) [Notes 2 and 3]

(iii) If any other investment Best available market dealing offer price on the most appropriate market in a standard size (plus dealing costs) [Note 2]

(iv) If other property, or no price exists under (i), (ii) or (iii)

Manager’s reasonable estimate of a buyer’s price (plus dealing costs) [Notes 2 and 4]

(d) Property which is a derivative under the terms of which there may be a liability to make, for the account of the Schemes, further payments (other than charges and whether or not secured by margin) when the transaction in the derivative falls to be completed or upon its closing out.

(i) If a written option under para 8d above

To be deducted at a net valuation of premium [Notes 5 and 8]

(ii) If an off-exchange future Net value on closing out [Notes 6 and 8]

(iii) If any other such property Net value of margin of closing out (whether as a positive or negative figure) [Notes 7 and 8]


Notes

1. The issue price is taken, instead of the maximum sale price if the manager of the authorised unit trust whose scheme property is being valued is also the Manager, or an associate of the Manager, of the authorised unit trust whose units form part of that property.

2. "Dealing costs" means any fiscal charges, commission or other charges payable in the event of the authorised unit trust carrying out the transaction in question, assuming that the commission and charges (other than fiscal charges) which would be payable by the authorised unit trust are the least that could reasonably be expected to be paid in order to carry out the transaction. On the issue basis, dealing costs exclude any preliminary charge on sale of units in an authorised unit trust.

3. Dealing costs under Note 2. Include any dilution levy or SDRT provision which would be added in the event of a purchase by the Scheme of the units in question but, if the manager of the authorised unit trust being valued, or an associate of the manager is also the manager of the authorised unit trust or the ACD of the ICVC whose units are held by the Schemes, must not include the preliminary charge which would be payable in the event of a purchase by the Scheme of those units.

4. The buyer’s price is the consideration which would be paid by a buyer for an immediate transfer or assignment (or, in Scotland, assignation) to him at arm’s length.

5. Estimate the premium on writing an option of the same series on the best terms then available on the most appropriate market on which such options are traded; but deduct dealing costs.

6. Estimate the amount of margin (whether receivable or payable by the authorised unit trust on closing out the contract. Deduct minimum dealing costs in the case of profit and add them in the case of loss.

7. Estimate the amount of margin (whether receivable or payable by the Schemes on closing out the contract) on the best terms then available on the most appropriate market on which such contracts are traded. If that amount is receivable deduct minimum dealing costs. If however, that amount is payable then add minimum dealing costs to the margin and the value is that figure as a negative sum.

8. If the property is an over-the counter transaction in derivatives, use the relevant valuation referred to in the Regulations.


Cancellation Basis

The valuation of the property for that part of the valuation which is on a cancellation basis is as follows:

Property To be valued at

(a) Cash Nominal value

(b) Amounts held in current and deposit accounts

Nominal value

(c) Property which is not within (a), (b) or (d):

(i) If units in an authorised unit trust which is dual priced

Except where Note 1 applies, the most recent minimum redemption price (less dealing costs) [Note 2].

(ii) If units or shares in either an investment company with variable capital or authorised unit trust which is single priced

The most recent price (less dealing costs) [Notes 2 and 3]

(iii) If any other investment Best available market dealing bid price on the most appropriate market in a standard size (less dealing costs) [Note 2]

(iv) If other property, or no price exists under (i), (ii) or (iii)

Manager’s reasonable estimate of a seller’s price (less dealing costs) [Notes 2 and 4]

(d) Property of the type described in 8d

(i) If a written option under para Issue Basis (d) above

To be deducted at a net valuation of premium [Notes 5 and 8]

(ii) If an off-exchange future Net value on closing out [Note 8]

(iii) If any other such property Net value of margin on closing out (whether as a positive or negative figure) [Notes 6 and 8]


Notes

1. The cancellation price is taken, instead of the minimum redemption price if the property, if sold in one transaction, would amount to a large deal.

2. For "dealing costs" see Note 2 for the valuation on the issue basis. Dealing costs include any charge payable on redemption of units in an authorised unit trust (taking account of any expected discount), except where the manager of the Schemes is also the manager or the associate of the manager of the authorised unit trust whose units form part of that property.

3. Dealing costs under Note 2. Include any dilution levy or SDRT provision which would be deducted in the event of a sale by the Schemes of the units in question and, except when the manager of the Schemes, or an associate of the manager is also the manager of the authorised unit trust or the ACD of the ICVC whose units are held by the Schemes, must not include any charge payable on the redemption of those units (taking account of any expected discount).

4. The seller’s price is the consideration which would be received by a seller for an immediate transfer or assignment (or, in Scotland, assignation) from him at arm’s length, less dealing costs.

5. Estimate the premium on writing an option of the same series on the best terms then available on the most appropriate market on which such options are traded; and add dealing costs.

6. For off-exchange futures, see note 6 in the issue basis valuation provisions (above).

7. For net value of margin see note 7 in the issue basis valuation provisions (above).

8. For over-the counter transactions in derivatives see note 8 in the issue basis valuation provisions (above).


Appendix 6

Remuneration policy statement Introduction The company, St. James’s Place Unit Trust Group Limited ('the Company'), has a remuneration policy that complies with the principles of the UK Financial Conduct Authority's UCITS Remuneration Code. The key features of the policy are explained below. Principles The remuneration policy is designed to support and promote sound and effective risk management, and not to encourage risk taking that is inconsistent with the agreed risk profile of the Company or the UCITS the Company manages. The policy includes fixed remuneration, consisting of base salary, pension allowance and fringe benefits, and variable pay with both annual and longer- term elements. Governance Remuneration policy is governed and overseen by the Board Remuneration Committee of St James's Place plc, the parent company of St. James’s Place Unit Trust Group Limited. Its members are experienced, independent non-executives, with no executive function in the management of the Company. Remuneration Code staff ('Code staff') The Remuneration Committee identifies those individuals whose roles have a material impact on the risk profile of the Company or UCITS. These include senior management, staff with significant control functions, and any other roles with a material impact on the risk profile. Control functions The Company ensures that control functions have appropriate authority, and that the remuneration policy and governance of their pay supports their exercise of independent judgement and oversight. The Remuneration Committee seeks to ensure that:

the balance between their fixed and variable pay is appropriate and does not place over-reliance on variable pay;

that performance targets do not compromise independence; and that control function staff report into and are managed by the head of the relevant

function. Annual bonus plan Executives, senior managers and other Code staff are participants in the annual bonus plan, which rewards achievement of annual financial and non-financial performance criteria. Non-financial criteria include metrics relating to clients, shareholders and other stakeholders. 50% of the bonus is deferred into shares of St James's Place plc and vests after 3 years, which provides alignment with the long-term performance of St James's Place including the UCITS managed within its business. The Remuneration Committee can recoup bonus in the event of material misstatement, error or misconduct. The maximum total individual bonus award is 150% of base salary for Executive


Directors; lower amounts apply for less senior roles. Management of key risks and regulatory compliance is a factor in the assessment of non-financial performance. The Remuneration Committee also has overriding discretion to scale back bonus payments, including to zero, for any participants, if it considers this appropriate taking account of overall performance. Long-term incentive plan Executives, senior managers and other Code staff are participants in the performance share plan (PSP), which rewards achievement of sustained good performance. PSP awards are made in the form of shares in St James's Place plc and are 100% deferred. Awards vest after three years, subject to relative and absolute performance criteria aligned to strategic business goals, measured over a three-year period. In the case of Executive Directors' awards granted since 2015, the vested shares (net of tax paid) are then subject to a further two-year compulsory holding period, which creates further alignment with long-term sustained performance. PSP awards are subject to recoupment in the event of a material misstatement, error or misconduct. The maximum award under the plan is 250% of base salary for the most senior roles, although in practice awards have not exceeded 200% of base salary. The combined effect of the annual bonus and PSP is that participants in both these plans have more than 60% of their total variable remuneration deferred. Share and fund holding policy Executives are required to build and maintain a shareholding equivalent to 150% of base salary. Until the threshold is reached, 50% of vested shares from the PSP and other share awards (less tax liability) must be retained. Executives are also required to hold a further 50% of salary in shares and/or in one or more St James's Place funds, thus providing further alignment with shareholders and clients. Pension Employees, including Code staff, participate in defined contribution pension arrangements, with maximum contributions of 20% of base salary for the most senior roles, or a cash equivalent allowance. Additional discretionary pension top-ups are not provided. Personal hedging Staff are prohibited from entering into personal hedging or insurance arrangements intended to reduce their alignment with the interests of stakeholders. Further information Details of the manager’s up to date remuneration policy, including, but not limited to how remuneration and benefits are calculated. A statement of the remuneration policy and the remuneration policy committee are available at www1.sjp.co.uk/about-st-james-place/our-responsibilities/corporate-governance or by calling our Administration Centre on 0800 027 1031.


Appendix 7

Sub Custodians of the Schemes

COUNTRY BANK NAME ARGENTINA CITIBANK N.A. - ARGENTINA ARGENTINA DEUTSCHE BANK SA - ARGENTINA AUSTRALIA CITIBANK N.A. AUSTRALIA HSBC AUSTRALIA AUSTRIA UNICREDIT BANK AUSTRIA, AG AUSTRIA DEUTSCHE BANK, AUSTRIA BELGIUM DEUTSCHE BANK BELGIUM BOSNIA UNICREDIT BANK BRAZIL CITIBANK N.A. - BRAZIL BRAZIL CITIBANK N.A. - BRAZIL BRAZIL ITAU UNIBANCO SA - FIXED INCOME BRAZIL ITAU UNIBANCO SA - EQUITY BULGARIA ING BANK N.V. BULGARIA UNICREDIT BULBANK AD BULGARIA CITIBANK EUROPE PLC BULGARIA CANADA CAISSE CENTRALE (FIDUCIE DESJARDINS)

CANADA CANADA SELF CUSTODY - CDSX DEBT CLEARING SYSTEM

CANADA CANADA SELF CUSTODY - PHYSCIAL ROYAL BANK OF CANADA

CHILE BANCO ITAU (BANK BOSTON) CHINA BANK OF CHINA CHINA BOC - BOND TRADING CHINA ICBC CHINA A SHARES CHINA ICBC CIBM Location CHINA CHINA CONSTRUCTION BANK CORP CHINA AGRICULTURAL BANK OF CHINA CHINA ABC - BOND TRADING CHINA ABC - INDEX FUTURES CHINA CHINA CONSTRUCTION BANK CORP -DEBIT CHINA CHINA CONSTRUCTION BANK CORP-REGULAR CHINA CHINA CONSTRUCTION BANK CORP- SECURITIES CHINA HSBC BANK (CHINA) COMPANY LIMITED CHINA CITIBANK CHINA CHINA DEUTSCHE BANK CHINA CHINA CITIBANK CHINA - SHENZHEN CHINA HSBC BANK (CHINA) COMPANY LIMITED CHINA STANDARD CHARTERED BANK LTD CHINA HSBC BANK (CHINA) COMPANY LIMITED

CHINA HSBC BANK (CHINA) COMPANY LIMITED - BOND TRADING

CHINA HSBC BANK (CHINA) COMPANY LIMITED COLOMBIA CITIBANK COLOMBIA


CROATIA PRIVREDNA BANKA ZAGREB D.D. CROATIA ZAGREBACKA BANKA D.D. CYPRUS BNP PARIBAS SECURITIES SERVICES CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, AS CZECH REPUBLIC UNICREDIT CZECH AND SLOVAKIA DENMARK SKANDINAVISKA ENSKILDA BANKEN DENMARK NORDEA BANK DANMARK A/S EGYPT HSBC BANK EGYPT S.A.E. ESTONIA AS SEB PANK EUROPE EUROCLEAR OPERATIONS CENTRE FINLAND SKANDINAVISKA ENSKILDA BANKEN FINLAND NORDEA BANK FINLAND PLC FRANCE DEUTSCHE BANK FRANCE GERMANY DEUTSCHE BANK AG FRANKFURT GERMANY DEUTSCHE BANK AG FRANKFURT (PHYSICAL) GREECE BNP PARIBAS SECURITIES SERVICES GREECE HONG KONG STANDARD CHARTERED BANK HONG KONG STANDARD CHARTERED BANK HONG KONG SCB SPECIAL PARTICIPANT ACCT

HONG KONG STANDARD CHARTERED BANK - OFFBOOK CNY TRANSACTIONS

HONG KONG CITIBANK HONG KONG HONG KONG CITIBANK HK/SH CONNECT HONG KONG HSBC HONG KONG HONG KONG HSBC HK/SH CONNECT HUNGARY UNICREDIT BANK HUNGARY ZRT. HUNGARY CITIBANK EUROPE PLC HUNGARY ICELAND NEW KAUPTHING BANKI HF, REYKJAVIK ICELAND LANDSBANKI ISLANDS, REYKJAVIK INDIA HONGKONG AND SHANGHAI BANKING CORP INDIA DEUTSCHE BANK AG INDIA HSBC - DERIVATIVE ACCTS INDIA DB - DERIVATIVE ACCTS INDIA DEUTSCHE BANK AG - SPECIAL SEG ACCTS INDIA DEUTSCHE BANK AG

INDIA HONGKONG AND SHANGHAI BANKING CORP - ALTERNATE INVESTMENT A/C

INDIA HONGKONG AND SHANGHAI BANKING CORP INDONESIA STANDARD CHARTERED BANK INDONESIA DEUTSCHE BANK A.G. ISRAEL BANK HAPOALIM BM ITALY DEUTSCHE BANK S.p.A ITALY INTESA SANPAOLO BANK ITALY INTESA SANPAOLO BANK - SPA CLIENTS ITALY INTESA SANPAOLO BANK - PHYSICAL JAPAN MIZUHO CORPORATE BANK, LTD JAPAN THE HONGKONG AND SHANGHAI BANKING CORP. LTD,


TOKYO BRANCH

JAPAN SUMITOMO MITSUI BANKING CORPORATION JAPAN SUMITOMO MITSUI BANKING CORPORATION - CPI JAPAN SUMITOMO MITSUI BANKING CORPORATION - JSSC

JAPAN HONGKONG AND SHANGHAI BANKING CORP - CORPORATE DEBT

JAPAN MIZUHO CORPORATE BANK, LTD - JGB

JAPAN THE HONGKONG AND SHANGHAI BANKING CORP. LTD, TOKYO BRANCH

JAPAN MIZUHO CORPORATE BANK, LTD - JSSC JAPAN HONGKONG AND SHANGHAI BANKING CORP - JSSC JAPAN SUMITOMO MITSUI BANKING CORPORATION - JGB JAPAN MIZUHO CORPORATE BANK, LTD - CPI JAPAN BANK OF TOKYO-MITSUBISHI KOREA CITIBANK N.A. - KOREA

KOREA THE HONGKONG AND SHANGHAI BANKING CORP. LTD, SEOUL BRANCH

KOREA DEUTSCHE BANK SEOUL KUWAIT HSBC BANK MIDDLE EAST LATVIA SEB LATVIJAS UNIBANKA LATVIA LITHUANIA SEB BANKA LUXEMBOURG CLEARSTREAM BANKING SA LUXEMBOURG CLEARSTREAM BANKING SA MALAYSIA STANDARD CHARTERED BANK MALAYSIA DEUTSCHE BANK MEXICO BANCO NACIONAL DE MEXICO SA MOROCCO ATTIJARIWAFA BANK MOROCCO CITIBANK MAGHREB, MOROCCO NETHERLANDS DEUTSCHE BANK AG AMSTERDAM NEW ZEALAND HSBC NEW ZEALAND NIGERIA STANBIC IBTC BANK PLC NORWAY SKANDINAVISKA ENSKILDA BANKEN NORWAY NORDEA BANK NORGE ASA PERU CITIBANK N.A. - PERU PHILIPPINES STANDARD CHARTERED BANK PHILIPPINES DEUTSCHE BANK A.G. POLAND BANK HANDLOWY W WARSZAWIE SA POLAND BANK POLSKA KASA OPIEKI SA PORTUGAL BNP PARIBAS SECURITIES SERVICES PORTUGAL DEUTSCHE BANK PORTUGAL QATAR HSBC MIDDLE EAST LIMITED, DOHA BRANCH ROMANIA ING BANK NV ROMANIA CITIBANK ROMANIA RUSSIA ING BANK (EURASIA) ZAO RUSSIA ING BANK GKO OFZ CORP RUSSIA ING BANK GKO OFZ CORP RUSSIA ING BANK (NSD ELIGIBLE)


RUSSIA ING BANK All NSD Securities OTC RUSSIA DEUTSCHE BANK (OTC Transactions) RUSSIA DEUTSCHE BANK (On-Exchange) SINGAPORE DBS SINGAPORE UNITED OVERSEAS BANK LIMITED SINGAPORE CITIBANK SLOVAK REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA AS SLOVAK REPUBLIC UNICREDIT CZECH AND SLOVAKIA SLOVENIA UNICREDIT BANKA SLOVEIJA d.d. SOUTH AFRICA STANDARD BANK OF SOUTH AFRICA LTD SOUTH AFRICA FIRSTRAND BANK LIMITED SPAIN DEUTSCHE BANK SOCIEDAD ANOMINA ESPANOLA SRI LANKA HONGKONG AND SHANGHAI BANKING CORP SWEDEN SKANDINAVISKA ENSKILDA BANKEN SWEDEN NORDEA BANK AB (PUBL) SWITZERLAND UBS AG SWITZERLAND CREDIT SUISSE, ZURICH SWITZERLAND CREDIT SUISSE, ZURICH (Precious Metals) TAIWAN BANK OF TAIWAN TAIWAN HONGKONG AND SHANGHAI BANKING CORP TAIWAN CITIBANK N.A. - TAIWAN TAIWAN CHASE MANHATTAN TAIWAN STANDARD CHARTERED BANK TAIWAN DEUTSCHE BANK AG, TAIWAN TAIWAN DEUTSCHE BANK AG, TAIWAN - FIA TAIWAN STANDARD CHARTERED BANK - FIA TAIWAN HONGKONG AND SHANGHAI BANKING CORP - FIA

THAILAND STANDARD CHARTERED BANK (THAI) PUBLIC COMPANY LTD

TUNISIA BANQUE INTERNATIONALE ARABE DE TUNISIE TURKEY DEUTSCHE BANK TURKEY TURKEY CITIBANK N.A. - TURKEY UNITED ARAB EMIRATES HSBC BANK MIDDLE EAST (ADX) UNITED ARAB EMIRATES HSBC BANK MIDDLE EAST (DFM) UNITED ARAB EMIRATES HSBC BANK MIDDLE EAST (DIFC) UNITED KINGDOM STATE STREET BK LONDON - CREST UNITED KINGDOM STATE STREET BK LONDON - DIRECT DEBT A/C

UNITED KINGDOM DEUTSCHE BANK AG LONDON (FOR LONDON SHORT TERM/CD INXS ONLY)

UNITED KINGDOM STATE STREET BK LONDON - PHYSICAL UNITED STATES BOSTON FEDERAL RESERVE BANK UNITED STATES STATE STREET BANK & TRUST COMPANY URUGUAY BANCO ITAU URUGUAY VENEZUELA CITIBANK N.A. - VENEZUELA

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