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Tuesday 24 February, 2009

Spencer House MgmtFd

Changes to the Prospectus

RNS Number : 7947N
Spencer House Capital Mgmnt Fd Plc
24 February 2009
 



STOCK EXCHANGE ANNOUNCEMENT


For Immediate Release    24 February, 2009



SPENCER HOUSE CAPITAL MANAGEMENT FUND PLC (the 'Company')


Re:  Changes to the Prospectus





The Directors of the Company wish to announce the following changes to the Prospectus of the Company which will take effect from the date hereof:


Amendments to the Prospectus

  • The Prospectus is updated to reflect the change of name of both the Custodian and the Administrator as set out in the Prospectus from PFPC Bank Limited to PNC International Bank Limited in the case of the Custodian and from PFPC International Limited to PNC Global Investment Servicing (Europe) Limited in the case of the Administrator;

  • The definition of 'UCITS Directive' on page 7 is deleted and all references to the 'UCITS Directive' are replaced with references to 'UCITS Regulations';

  • In the sub-section of the Prospectus entitled 'Financial Derivative Instruments' on page 13 under the section of the Prospectus entitled 'The Company' reference to 'warrants' is included to the list of financial derivative instruments in which the Company may invest;

  • The first paragraph of the sub-section of the Prospectus entitled 'Hedged Classes' under the section of the Prospectus entitled 'The Company' on page 14 is deleted in its entirety and replaced with the following:

'The Company will enter into certain currency related transactions in order to hedge the currency exposure of the assets of a Fund attributable to a particular Class into the currency of denomination of the relevant Class for the purposes of efficient portfolio management. Any financial instruments used to implement such strategies with respect to one or more Classes shall be assets/liabilities of a Fund as a whole but will be attributable to the relevant Class/Classes and the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant Class. Any currency exposure of a Class may not be combined with or offset against that of any other Class of a Fund. The currency exposure of the assets attributable to a Class may not be allocated to other Classes. While not intended, hedging against currency fluctuations could result in over-hedged or under-hedged positions due to external factors outside the control of the Company. However over-hedged positions will not exceed 105% of the Net Asset Value of the Class and hedged positions will be kept under review to ensure that positions in excess of 100% of Net Asset Value will not be carried forward from month to month. To the extent that hedging is successful for a particular Class the performance of the Class is likely to move in line with the performance of the underlying assets with the result that investors in that Class will not gain if the Class Currency falls against the Base Currency and/or the currency in which the assets of the particular Fund are denominated.'


  • In the sub-section of the Prospectus entitled 'Share Currency Designation Risk' under the section of the Prospectus entitled 'Risk Factors' on page 18 the following sentence is deleted in its entirety

    'The Investment Manager may try but is not obliged to mitigate this risk by using financial instruments such as those described under the heading 'Currency Risk', provided that such instruments shall in no case exceed 100% of the Net Asset Value attributable to the relevant Class of Shares of the Fund'

and is replaced with the following:


'The Investment Manager may try but is not obliged to mitigate this risk by using financial instruments such as those described under the heading 'Currency Risk', provided that such instruments shall not result in over hedged positions exceeding 105% of the Net Asset Value attributable to the relevant Class of Shares of the Fund and hedged positions materially in excess of 100% of Net Asset Value will not be carried forward from month to month.' 


  • The first sentence of the sub-section of the Prospectus entitled 'Investment Management Fees and Expenses' under the section of the Prospectus entitled 'Fees and Expenses' on page 29 is deleted in its entirety and is replaced with the following:


'The Company shall pay the Investment Manager in respect of one or more Funds or Classes an annual fee accrued at each Valuation Point and payable monthly in arrears at a rate per annum of the Net Asset Value of each Fund or attributable to a Class as described in the relevant Supplement.'


  • In the sub-section entitled 'Material Contracts' under the section of the Prospectus entitled 'Statutory and General Information' on page 58 the first sentence of paragraph (a) is deleted in its entirety and is replaced with the following:

 

'Investment Management Agreement between the Company and the Investment Manager dated 24th July, 2007(as amended by a First Supplemental Investment Management Agreement dated 20th February 2009) under which the Investment Manager was appointed as investment manager of the Company's assets subject to the overall supervision of the Directors. The Investment Manager has the power to delegate its duties in accordance with the Financial Regulator's requirements.'



  • The section entitled 'Hedged Classes' under the section entitled 'The Fund' in Supplement 1 to the Prospectus is deleted in its entirety and is replaced with the following:

'The Company on behalf of the Fund will enter into certain currency related transactions in order to hedge the currency exposure of the assets of the Fund attributable to a particular Class into the currency of denomination of the relevant Class for the purposes of efficient portfolio management. Any financial instruments used to implement such strategies with respect to one or more Classes shall be assets/liabilities of the Fund as a whole but will be attributable to the relevant Class/es and the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant Class. Any currency exposure of a Class may not be combined with or offset against that of any other Class of the Fund. The currency exposure of the assets attributable to a Class may not be allocated to other Classes. While not intended, seeking to hedge against currency fluctuations could result in over-hedged or under-hedged positions due to external factors outside the control of the Company. However over-hedged positions will not exceed 105% of the Net Asset Value of the Class and hedged positions will be kept under review to ensure that positions in excess of 100% of Net Asset Value will not be carried forward from month to month. To the extent that hedging is successful for a particular Class the performance of the Class is likely to move in line with the performance of the underlying assets with the result that investors in that Class will not gain if the Class currency falls against the Base Currency and/or the currency in which the assets of the Fund are denominated.'

  • In Supplement 1 to the Prospectus the first two paragraphs under the section entitled 'Offer' are deleted in their entirety and are replaced with the following:


'Each of the US A Class, US B Class Shares, Euro A Class Shares, Euro B Class Shares, Sterling B Class Shares and Sterling Distributing B Class Shares were initially offered from 9 a.m. (Irish time) on 30th July 2007 to 5 p.m. (Irish Time) on 1st August 2007 (the 'Initial Offer Period') at the Initial Offer Price for each Class of Shares as set out below and issued for the first time on the first Subscription Day after expiry of the Initial Offer Period. 


The Initial Offer Period for each of the Sterling A Class Shares and Sterling Distributing A Class Shares commenced on 30th July 2007 and closes on 30th June 2009 and the Initial Offer Price for these Class of Shares is set out below. The Initial Offer Period for the Sterling A Class Shares and Sterling Distributing A Class Shares may be shortened or extended by the Directors. The Financial Regulator will be notified in advance of any such shortening or extension if subscriptions for Shares have been received and otherwise on a quarterly basis. After closing of the Initial Offer Period Shares in the Fund will be issued at the Net Asset Value per Share. As stated under the heading 'Subscription Fee' in the 'Fees and Expenses' section of this Prospectus, it is not intended to impose a subscription fee.'


  • In Supplement 1 to the Prospectus in the section entitled 'Redemption of Shares' the following paragraph is inserted following the first paragraph: 

 

    'If the number of Shares to be redeemed on any Redemption Day equals one tenth or more of the total number of Shares of the Fund in issue on that day the Directors or their delegate may at their discretion refuse to redeem any Shares in excess of one tenth of the total number of Shares in issue as aforesaid and, if they so refuse, the requests for redemption on such Redemption Day shall be reduced pro rata and Shares which are not redeemed by reason of such refusal shall be treated as if a request for redemption had been made in respect of each subsequent Redemption Day until all Shares to which the original request related have been redeemed. Redemption requests which have been carried forward from an earlier Redemption Day shall (subject always to the foregoing limits) be complied with in priority to later requests.'


  • In Supplement 1 to the Prospectus the first four paragraphs of the sub-section entitled     'Investment Management Fee' under the section entitled 'Fees and Expenses' are deleted in their entirety and are replaced with the following:


'The fees payable out of the Fund's assets to the Investment Manager are as follows:


The Investment Manager is entitled to receive, out of the assets of the Fund, an investment management fee accrued at each Valuation Point and payable monthly in arrears as a percentage of the Net Asset Value of each Class at the following rates:


  • In respect of each of the A Class Shares an investment management fee equal to 1.25% per annum of the Net Asset Value attributable to each of the A Share Classes as at each Valuation Point pro-rated for the number of days from the immediately preceding Valuation Point and calculated as at the last Valuation Day in each calendar month.


  • In respect of each of the B Class Shares an investment management fee equal to 0.5% per annum of the Net Asset Value attributable to each of the B Class Shares as at each Valuation Point pro-rated for the number of days from the immediately preceding Valuation Point and calculated as at the last Valuation Day in each calendar month.'





Enquiries:


Etain de Valera

Dillon Eustace

+353 1 667 0022

Moira O'Rourke

Dillon Eustace

+353 1 667 0022







This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 




This information is provided by RNS
The company news service from the London Stock Exchange
 
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