HSBC Asia Select Equity Fund Product Disclosure Statement
ARSN 139 236 570 Responsible Entity: Perpetual Trust Services Limited ABN 48 000 142 049, AFSL 236648 Investment Manager: HSBC Global Asset Management (Hong Kong) Limited ARBN 132 834 149 Issued 30 September 2009
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Important Notice and Disclaimer This Product Disclosure Statement (PDS) is dated 30 September 2009. This PDS offers units (Units) in the HSBC Asia Select Equity Fund (the Fund). Perpetual Trust Services Limited (Responsible Entity) is the responsible entity of the Fund and is the issuer of this PDS and the Units in the Fund.
This PDS does not constitute an offer or invitation in any place where, or to any person to whom, it would be unlawful to make such an offer or invitation. The offer to which this PDS relates is available to persons receiving the PDS (including electronically) in Australia. Terms used in this PDS are defined in the Glossary in section 11. Unless otherwise specified, all dollar amounts in this PDS are Australian dollars.
This PDS contains important information about investing in the Fund and may be used by Direct Investors to apply for Units in the Fund and for Indirect Investors to provide them with information in respect of the Fund. The Fund is subject to investment risk, including possible delays in repayment and loss of income and principal invested. Your investment does not represent deposits or other liabilities of the Responsible Entity, HSBC Global Asset Management (Hong Kong) Limited (Investment Manager), any other entity of the HSBC Group (including HSBC Bank Australia Limited (HSBC Australia)) or any other person. None of the Fund, the Responsible Entity, the Investment Manager, any other entity of the HSBC Group (including HSBC Australia) or any other person guarantees the performance of the Fund, that the Fund will meet its objective, that capital will be repaid or that there will be any particular return from, or any increase in the value of, the Fund. The Fund invests in the HSBC Global Investment Funds – Asia ex Japan Equity (the Underlying Fund), a sub-fund of HSBC Global Investment Funds. None of the Underlying Fund, the management company of the Underlying Fund, any investment adviser of the Underlying Fund or any sub fund of the Underlying Fund has in any way been involved in the preparation of this PDS, makes any statement in this PDS (express or implied) or is in any way associated with this invitation to apply for Units. PLEASE READ THIS PDS IN FULL BEFORE DECIDING WHETHER TO INVEST. The information in this PDS is current as at the date on which it was issued, except where otherwise stated. The Responsible Entity reserves the right to change the terms and conditions in this PDS from time to time. Changes to information relating to the Fund that are not ‘materially adverse’ may be updated and made available to investors at www.hsbc.com.au/globalinvestments. A paper copy of any updated information is also available free of charge on request from HSBC Investor Inquiries (see section 12). The information in this PDS is general information only and has been prepared without taking into account your individual objectives, financial situation or needs. You should consider whether the information in this PDS or an investment in the Units is appropriate for you in light of your objectives, financial situation and needs. You should seek professional legal, taxation and financial advice to determine whether an investment in the Fund is appropriate for your needs.
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TABLE OF CONTENTS
1.
THE RELEVANT PARTIES.........................................................................................................................................3
About the Responsible Entity.................................................................................................................................3
About the HSBC Group............................................................................................................................................3
About the Investment Manager..............................................................................................................................3
About the Distributor...............................................................................................................................................3
About the Custodian and Administrator................................................................................................................3
2.
KEY FEATURES.........................................................................................................................................................4
3.
THE FUND.................................................................................................................................................................7
4.
THE UNDERLYING FUND.........................................................................................................................................7
5.
BENEFITS OF INVESTING IN THE FUND................................................................................................................8
6.
RISKS TO CONSIDER................................................................................................................................................9
7.
FEES AND OTHER COSTS...................................................................................................................................... 11
8.
TAX CONSIDERATIONS.........................................................................................................................................14
9.
TRANSACTING YOUR INVESTMENT – APPLICATIONS, WITHDRAWALS AND DISTRIBUTIONS.....................16
10.
ADDITIONAL INFORMATION.................................................................................................................................18
11.
GLOSSARY..............................................................................................................................................................21
12.
CORPORATE DIRECTORY.......................................................................................................................................23
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1. The Relevant Parties About the Responsible Entity Perpetual Trust Services Limited (ABN 48 000 142 049, AFSL number 236648), the Responsible Entity, is part of the Perpetual Limited group of companies which has been in operation for over 120 years. The Responsible Entity is responsible for the operation of the Fund and has the power to delegate certain of its duties. The Responsible Entity has appointed the Investment Manager to provide investment management services to the Fund and RBC Dexia Investor Services Trust as the custodian of the Fund’s assets (Custodian) and administrator of the Fund (Administrator). About the HSBC Group Headquartered in London, the HSBC Group is one of the largest banking and financial services organisations in the world, with around 8,500 offices, in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. The HSBC Group serves over 100 million customers and has assets of over USD 2,422 billion at 30 June 2009. With listings on the London, Hong Kong, New York, Paris and Bermuda stock exchanges, shares in HSBC Holdings plc are held by around 220,000 shareholders in some 119 countries and territories.
Management has strong relationships with corporates, institutions and financial intermediaries of all sizes and types. The Investment Manager does not hold an AFSL and is exempt from the requirement to hold an AFSL for the investment management services which it provides to the Responsible Entity in respect of the Fund. This exemption is granted on terms determined by ASIC and on the basis that the Investment Manager is regulated by the SFC under Hong Kong laws, which differ from Australian laws. About the Distributor HSBC Bank Australia Limited (ABN 48 006 434 162, AFSL number 232595) has the exclusive role as the distributor to undertake the sales and marketing activities of the Fund through its Global Investments division. HSBC Australia is a subsidiary of the HSBC Group and offers an extensive range of financial services in Australia. About the Custodian and Administrator RBC Dexia Investor Services Trust (ABN 75 116 809 824, AFSL number 295018) is a company established by joint venture and is equally owned by Royal Bank of Canada and Dexia. It is incorporated under the laws of Canada and has an AFSL. RBC Dexia Investor Services Bank S.A. is an associated company within the RBC Dexia Group and is the administrator for all the HSBC Global Investment Funds (HGIF) including the Underlying Fund.
Through an international network linked by advanced technology, including a rapidly growing e-commerce capability, HSBC provides a comprehensive range of financial services through four customer groups and global businesses: Personal Financial Services (including consumer finance); Commercial Banking; Global Banking and Markets; and Private Banking. About the Investment Manager HSBC Global Asset Management (Hong Kong) Limited (ARBN 132 834 149), the Investment Manager of the Fund, is a company incorporated with limited liability in the Hong Kong Special Administrative Region (Hong Kong SAR) and is authorised and regulated by the Securities and Futures Commission of Hong Kong (SFC). The company was incorporated in 1973 and acts as the asset management business of the HSBC Group. The Investment Manager is a registered foreign company in Australia and has its principal place of business in Hong Kong SAR. The offer of Units in this PDS is not regulated by the SFC. The Investment Manager is part of the HSBC Global Asset Management business of the HSBC Group, which comprises four specialist businesses: Halbis, Sinopia, Multimanager and Liquidity (HSBC Global Asset Management). HSBC Global Asset Management acts as the global representative of its specialist investment businesses and manages assets totalling USD 390.1 billion (at 30 June 2009). As one of the world’s leading emerging markets asset management businesses, through its network of offices in over 20 countries around the world, HSBC Global Asset 3 HSBC01208.indd 3
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2. Key Features This table indicates the kind of information you can find in this PDS. It is not intended to be a complete summary. You should read the entire PDS before deciding whether to invest in the Fund. For more information
Topic
Highlights
Fund
HSBC Asia Select Equity Fund ARSN 139 236 570
Section 3
Responsible Entity
Perpetual Trust Services Limited
Section 1
Investment Manager
HSBC Global Asset Management (Hong Kong) Limited
Section 1
Custodian and Administrator
RBC Dexia Investor Services Trust
Section 1
Direct Investors who are wholesale clients as defined in section 761G of the Corporations Act (eg trustees of superannuation funds, incorporated bodies and Operators); and Who can invest?
Indirect Investors via an Operator (ie retail investors investing through an IDPS). Indirect Investors do not become Unitholders in the Fund.
Section 9
The Responsible Entity authorises the use of this PDS as disclosure to Indirect Investors investing through an IDPS. Suggested minimum investment period
5 years or more
Section 3
What is the Fund’s investment objective?
The Fund aims to provide long-term capital growth for investors by providing exposure to equity or equity equivalent investments in the Asian region (excluding Japan) by directly investing a substantial proportion of its assets in shares of the Underlying Fund.
Section 3
Income Potential
Low#
Sections 3 & 4
Growth Potential
High#
Sections 3 & 4
Volatility
High
Sections 3 & 4
Currency Strategy
Un-hedged
Section 6
What is the Underlying Fund?
The Underlying Fund is the HSBC Global Investment Funds – Asia ex Japan Equity, a sub-fund of the HSBC Global Investment Funds.
Section 4
What is the Underlying Fund’s investment objective?
The Underlying Fund seeks long-term capital growth by investing primarily in a well-diversified portfolio of investments in equity and equity-equivalent investments issued by companies which have their registered office in, and with an official listing on a major stock exchange or other Regulated Market of any Asian country (excluding Japan), as well as companies which carry out a preponderant part of their economic activities in the Asian region (excluding Japan).
Section 4
Inception date of the Underlying Fund
01 April 1993
What are the benefits of investing in the Fund?
Investing in the Fund provides exposure to a diversified portfolio of investments in equity and equity-equivalent investments in the Asian region (excluding Japan), with an aim to achieve long-term capital growth via investment in the Underlying Fund.
Section 5
The statements above referring to income potential and growth potential are not intended to be representations as to the future return to investors from an investment in the Fund. Rather they are references to the asset class to which the Fund is exposed via its investment in the Underlying Fund. Specifically, the asset class of investments in the Asian region (excluding Japan) is a highly volatile asset class which means that growth potential may be highly positive or negative and income may be low. #
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Topic
Highlights
For more information
Investing in the Fund involves risks, including the risk that you may lose all of the money you invest. There is no guarantee of the performance of the Fund, that the Fund will meet its objective, that capital will be repaid or that there will be any particular return from, or increase in, the value of the Fund. What are the key risks of the Fund?
Investing in the Fund will provide you with an exposure to the performance of the Asian region (excluding Japan). This includes exposure to some Emerging Markets, which generally carry higher risks of under-performance due to political, legal and economic uncertainties in Emerging Markets.
Section 6
Additionally, an investment in the Fund is subject to specific risks such as equity investment risk, foreig`n exchange risk and Underlying Fund risk. You should read section 6 carefully before investing in the Fund. What are the fees and other costs?
Management costs: 1.50% per annum of the total gross asset value of the Fund accrued daily and paid monthly in arrears. Currently, the Fund does not charge a buy/sell spread, contribution fee or withdrawal fee.
Section 7
Applications are processed daily on each Australian Business Day. If your completed application form (including identification documents) and cleared application monies are received and accepted by the Administrator by 3pm (Melbourne time) on an Australian Business Day, your application will be processed as at that Australian Business Day. How to invest in the Fund
If your application form or cleared application monies are received and accepted after 3pm (Melbourne time) on an Australian Business Day, your application will be processed as at the next Australian Business Day.
Section 9
The Responsible Entity may accept or reject an application in its absolute discretion. Indirect Investors should contact their Operator to make an application for Units. Minimum initial investment
$500,000*
Section 9
Minimum additional investment
Whole multiples of $50,000*
Section 9
Minimum Unit holding
$500,000*
Section 9
Withdrawals are processed daily on each Australian Business Day. If your withdrawal request is received and accepted by the Administrator by 3pm (Melbourne time) on an Australian Business Day, your withdrawal request will be processed as at that Australian Business Day.
How to withdraw from the Fund
If your withdrawal request is received and accepted after 3pm (Melbourne time) on an Australian Business Day, your request will be processed as at the next Australian Business Day.
Section 9
Withdrawal proceeds are generally paid within 10 Business Days from the date as at which the withdrawal request was accepted. Withdrawals from the Fund may be suspended in certain circumstances, please see section 9 for more information. Indirect Investors should contact their Operator to make a withdrawal request. 5 HSBC01208.indd 5
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Topic
Highlights
Unit pricing
Applications and withdrawals will be processed at the Unit price calculated on the Business Day immediately following the Australian Business Day as at which the application or withdrawal request is processed.
Distributions
Distributions (if any) are expected to be made annually as at 30 June.
For more information
Section 9
For information about the significant tax implications relating to investing in the Fund, see section 8. Taxation
Tax may be deducted from any payment made to you if you do not provide a Tax File Number (TFN), Australian Business Number (ABN) or relevant exemption or if you are a non-resident.
Section 8
Applicants under this PDS do not have cooling off rights. Cooling off
For Indirect Investors, your Operator can provide you with details of any cooling off rights you may have in relation to your IDPS, master trust or wrap platform.
Section 10
* The Responsible Entity may accept lesser amounts or change these amounts from time to time. Indirect Investors should contact their Operator for any applicable minimum amounts.
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3. The Fund When you invest in the Fund, you are investing in an Australian-domiciled unit trust which is a managed investment scheme registered with ASIC under the Corporations Act. The Fund aims to provide Australian investors with the potential for long-term capital growth and the opportunity to gain exposure to some of the world’s fastest growing economies with one of the world’s leading Emerging Markets asset managers. The Fund aims to provide exposure to the Asian region (excluding Japan) by directly investing a substantial proportion of its assets in shares of the Underlying Fund (with USD as the base currency). The Fund may also invest part of its assets in cash in an interest-bearing Australiandollar bank account held by the Custodian. The Fund’s asset allocation range is: Maximum Holding
Exposure to equity and equity equivalent investments in the Asian region (excluding Japan) via the Underlying Fund.
90%
100%
Cash
0%
10%
The Fund’s asset allocation can change within these ranges significantly and sometimes quickly. Further, the Fund may temporarily move outside these ranges due to short-term factors such as significant cash flows into the Fund. If this occurs, the Investment Manager will bring the Fund back within these ranges as soon as practical. Although the Constitution permits the Responsible Entity to borrow or raise money, the Responsible Entity does not currently intend to enter into any long-term borrowings in relation to the Fund. Short-term borrowings may occur in the ongoing management of the Fund, including to meet the day-to-day liquidity requirements. The Fund gains its exposure to the Asian region (excluding Japan) by investing in the Underlying Fund, as set out below. For information on the Underlying Fund, see section 4. HSBC Asia Select Equity Fund
Underlying Fund (Luxembourg-domiciled)
Cash
Due to the nature of exposure to the Underlying Fund, an investment in the Fund should be viewed as a long-term investment. An exposure to the Underlying Fund is most likely to be suitable for investors with a long-term investment horizon (ie. 5 years or more) as it is the intention of the Underlying Fund to provide exposure to investments in companies throughout the Asian region (excluding Japan), and to provide long term capital growth for investors. Whilst there are no capitalisation restrictions, it is anticipated that the Underlying Fund will seek to invest primarily in larger, established companies.
4. The Underlying Fund
Minimum Holding
Asset Class
The Fund’s return is linked to the performance of the Underlying Fund. However, as the Fund will hold some cash and will be subject to fees and expenses and exchange rate risks, the Fund’s return will not be identical to the performance of the Underlying Fund.
Portfolio of investments in the Asian region (excluding Japan)
4.1
About the Underlying Fund
The Underlying Fund is the HSBC Global Investment Funds – Asia ex Japan Equity, a sub-fund of the HSBC Global Investment Funds (HGIF). HGIF was incorporated on 21 November 1986 and is established as an open-ended investment company with multiple sub-funds incorporated in the Grand Duchy of Luxembourg as a société anonyme qualifying as a société d’investissement à capital variable. It exists for an unlimited period and qualifies as an “Undertaking for Collective Investment in Transferable Securities” (commonly known as an UCITS) under Part I of the Luxembourg law of 20 December 2002 on undertakings for collective investment, implementing directive 85/611/ EEC (as amended by directives 2001/107/EC and 2001/108/ EC in particular) into Luxembourg law. As a sub-fund of HGIF, the Underlying Fund forms part of the assets and liabilities of HGIF. This means that the assets of the Underlying Fund are exclusively available to satisfy the rights of shareholders of that sub-fund, and the rights of creditors whose claims have arisen in connection with the creation, operation or liquidation of that sub-fund. 4.2
Who manages the Underlying Fund?
HSBC Investment Funds (Luxembourg) S.A. has been appointed by HGIF as the management company of HGIF (Management Company). The Management Company of HGIF is responsible on a day-to-day basis, for the provision of administration, marketing, investment management and advisory services in respect of all the sub-funds of HGIF (including the Underlying Fund). In the performance of any of the functions for which it has responsibility, the Management Company may delegate the performance of such functions to an agent. The Management Company has delegated the investment management services for the Underlying Fund to Halbis Capital Management (Hong Kong) Limited (one of the investment specialist businesses of HSBC Global Asset Management), which focus on delivering sustainable valueadded performance in selected areas of the global market including Asia (excluding Japan) investments. 7
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4.3
to ascertain the net asset value of a substantial part of the Underlying Fund’s assets, or realise any substantial portion of the Underlying Fund’s investments or effect such realisation without undue delay or at normal rates of exchange or otherwise to receive the cash proceeds of such realisation; or
What does the Underlying Fund invest in?
The Underlying Fund invests in the Asian region (excluding Japan). 4.4 What is the investment objective and approach of the Underlying Fund? The Underlying Fund seeks long-term capital growth by investing primarily in a well-diversified portfolio of investments in equity and equity-equivalent investments issued by companies which have their registered office in, and with an official listing on a major stock exchange or other Regulated Market of any Asian country (excluding Japan) as well as companies which carry out a preponderant part of their economic activities in the Asian region (excluding Japan). These can be both companies with a registered office in and with an official listing in developed markets in the Asian region, and also those in emerging Asian countries. Whilst there are no capitalisation restrictions, it is anticipated that the Underlying Fund will invest primarily in larger, established companies. At least 60% of the Underlying Fund’s assets will be invested in securities denominated in currencies other than the Korean Won. Investment in interest-bearing securities is also permitted either for short-term cash surpluses or in response to unfavourable equity market conditions, and this is limited to one third of the total assets of the Underlying Fund. As of 30 June 2009, assets of the Underlying Fund totalled USD 421.84 million. 4.5 Suspension of redemption from the Underlying Fund The Management Company of HGIF may limit the number of shares in the Underlying Fund which may be redeemed on any dealing day of the Underlying Fund to not more than 10% of the total number of shares on issue immediately before such date. Any shares failing to be redeemed on the exercise of this discretion by the Management Company of HGIF will be carried forward to the next dealing day of the Underlying Fund and will be redeemed pro-rata in priority to any other shares in respect of which a redemption notice has subsequently been received. A dealing day in the Underlying Fund usually occurs daily unless the day is declared by the Management Company of HGIF or falls in the definition of a non-dealing day of the Underlying Fund, or the Underlying Fund’s dealing is suspended. The Management Company of HGIF may also suspend the redemption of shares and the calculation of the net asset value of the Underlying Fund in certain circumstances including where: u t rading is suspended or restricted on any market on which a substantial part of the Underlying Fund’s assets are normally traded; u
t here are circumstances which in the opinion of the Management Company make it impracticable
u
t here are circumstances which in the opinion of the Management Company could result in the repurchase of shares in the Underlying Fund being a violation of any applicable law.
Any limitation or suspension of the redemption of shares in the Underlying Fund could result in a suspension of the Fund. See section 9.3.
5. Benefits of Investing in the Fund The Fund is an Australian-domiciled unit trust which invests into the Underlying Fund. The Fund enables Australian investors to gain exposure to a diversified portfolio of investments in equity and equity equivalent investments issued by companies which have their registered office in and with an official listing on a major stock exchange or other Regulated Market of any Asian country (excluding Japan), as well as companies which carry out a preponderant part of their economic activities in the Asian region (excluding Japan). The Investment Manager is part of HSBC Global Asset Management, one of the world’s largest Emerging Markets asset managers and part of the HSBC Group, one of the world’s largest emerging markets banks. Global Presence, Local Knowledge HSBC Global Asset Management works with institutions, financial intermediaries and private investors worldwide. They combine local knowledge with global reach, drawing upon the strength, stability and capabilities of the HSBC Group. HSBC Global Asset Management has 180 dedicated Emerging Markets investment professionals based in 16 countries and territories globally. The investment teams are able to call on the research capabilities of the wider HSBC Group which has a presence in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. From award winning regional emerging markets equity and fixed income strategies to long standing single country equity funds, HSBC Global Asset Management have products that cover almost every part of the emerging markets universe and are able to offer access to some of the world’s fastest growing markets in addition to a choice of investment styles and approaches. Leading Product Range The HSBC Global Asset Management group manages some of the world’s largest emerging market single country equity funds. The group manages a range of flagship Emerging Market products that have made them leaders in the management of assets in a wide array of Emerging
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Markets, not only in India and China but also in Taiwan and Thailand. HSBC Group’s long standing presence in these markets also provides HSBC Global Asset Management’s investment professionals with the local access across the globe, creating exciting investment opportunities from within the emerging markets universe. Global Quality The multi-specialist organisation of HSBC Global Asset Management’s investment businesses means that the investment funds offered by HSBC Global Asset Management are each managed by specialist teams based where you would expect them around the world. Every single investment strategy showcased within HSBC Global Investment Funds represents a capability where HSBC Global Asset Management believe they have an edge that makes them the best available in that class. Their expert teams are focused on achieving the best possible results in their discipline. Global Brand HSBC Group’s global asset management business has a recognised global footprint and manages assets totalling USD 390.1 billion (at 30 June 2009) for clients of all types everywhere. When you have a brand that some consider to be the most valuable in the world, you can be assured that HSBC Global Asset Management will protect it and nurture it by serving you with the highest levels of professionalism and integrity. HSBC Global Asset Management funds are managed using expertise developed within the specialists’ capabilities. The specialists’ investment teams are exploiting investment opportunities and market inefficiencies using highly original and well tested processes.
6. Risks to Consider You should carefully consider the risk factors outlined in this section, as well as the other information contained in this PDS, before deciding if the Fund is a suitable investment for you. You should consider factors such as (but not limited to) your financial targets, investment time frame and what degree of risk you are prepared to accept in order to achieve your investment objectives. We recommend that you seek independent legal, tax and financial advice before investing. Investing in the Fund involves risks, including the risk that you may lose all of the money you invest. There is no guarantee of the performance of the Fund, that the Fund will meet its objective, that capital will be repaid or that there will be any particular return from, or increase in the value of, the Fund. Some of the risks of investing in the Fund are outlined below, however this is not an exhaustive list. An investment in the Fund should be considered speculative. Emerging Markets risk The Underlying Fund primarily undertakes investments in the Asian region (excluding Japan). The equity and equity-
equivalent investments undertaken by the Underlying Fund can include those investments issued by companies with a registered office in and with an official listing in developed markets as well as companies which carry out a preponderant part of the economic activities in the Asian region (excluding Japan). Investments are undertaken in Emerging Markets in Asia (excluding Japan) and are outside Australia in countries with different legal systems. While exposure to investments in a number of different Emerging Markets provides opportunities for revenue and profit growth combined with the advantages of diversification through exposure to more established Asian markets, these advantages come with risks. The risks inherent in investing in Emerging Markets are significantly greater than investing in more mature financial markets. Political, legal and economic uncertainties in Emerging Markets may adversely impact on the performance of the Underlying Fund and the return on your Units. Investing in Emerging Markets has additional risks in comparison to investments in mature financial markets. These risks include adverse impact by trade barriers, exchange controls, managed adjustments in currency values, potential inconsistent application of laws and retrospective adverse regulatory changes, adverse taxation treatment of foreign investors, potential, unstable and illiquid depreciation of the currency in which investments are denominated, administrative uncertainties, reduced liquidity in realisation of depreciating assets, and uncertain safe-keeping and settlement of securities. Access to investments in certain Emerging Markets carries significant risks such as access through a limited number of brokers and participants, and the interposition of special corporate vehicles to enable exposure to those investments. The above factors make it impossible to anticipate fluctuations in the value of the Fund’s investments in Emerging Markets in the Asian region (excluding Japan) via the Underlying Fund. Considerable losses may be incurred. Exposure to the Underlying Fund should be considered speculative because of the risks involved in investing in Emerging Markets in that region. Chinese equity risk There are a number of special risk factors when investing in markets in China in particular. For the purposes of this section, “China” means the People’s Republic of China, but excluding Hong Kong and Macau. The Underlying Fund’s investments in China are subject to substantial changes in regulations and tax policies going forward as China has recently joined the WTO and engages in continuing market liberalisation. The Chinese currency, the Renminbi, is not a freely convertible currency.The State Council’s securities regulation body - the China Securities Regulation Commission (CSRC) also supervises the two official stock exchanges in China (the Shanghai Stock Exchange and the Shenzhen Securities Exchange) on which shares of Chinese issuers are listed in 9
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two categories, of which the “B” shares are quoted and traded in foreign currencies (currently Hong Kong Dollars and USD) and are available to non-Chinese investors. The China “B” share market is relatively illiquid so that the choice of investments will be limited by comparison with that of major international stock exchanges. The Underlying Fund will invest directly in securities quoted on the regulated stock exchanges in China and also in securities of companies listed in other stock exchanges which have substantial business or investment links in China. For this purpose, the Underlying Fund will generally only invest in companies listed outside China where those companies are owned or controlled by Chinese interests, or where at least 40% of the earnings, production facilities, turnover, assets or investments of such companies are based in or derived from China. The Underlying Fund may invest in equity markets in China other than the Shanghai and Shenzhen exchanges once such markets have been established and approved by the authorities in China. Equity investments risk The value of equity and equity equivalent investments may fall or rise and the original amount invested may increase or decrease in value. The value of investments in companies (such as those made by the Underlying Fund), in particular, can be affected by the company’s performance, which may be affected by factors such as management changes, loss of market share, law suits, changes in economic conditions or regulatory regimes, adverse changes in fiscal and monetary policies, political events and changes in interest rates. Credit risk and interest rate risk The Underlying Fund may invest in bonds and other fixed income securities, and is subject to the credit risk of the securities issuers. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, making the security more difficult to sell. Lower credit quality of securities generally leads to greater price volatility and increased risks of the issuer defaulting on their payment obligations, particularly in the event of an insolvency of the issuer. Generally, prices of debt securities rise when interest rates fall, and their prices fall when interest rates rise. Longer term debt securities are usually more sensitive to interest rate changes. Counterparty and settlement risk Counterparty risk occurs when a party to a contract defaults on its obligations. A fund which is subject to these risks can incur considerable losses. Default on payments by a counterparty will adversely impact on the Underlying Fund, and hence impacts on the returns on your Units. While the Underlying Fund may invest in Emerging Markets as well as developed markets in the Asian region (excluding Japan), settlement and custody systems may not be as well developed in Emerging Markets as they are in more mature financial markets, leading to risks such as delays and defaults.
Derivatives risk The Underlying Fund may use financial derivative instruments such as futures, options, swaps, forward currency contracts and other structured products. Transactions in financial derivative instruments carry a high degree of risk. For some financial derivative instruments, the amount of the premium (paid or received) or initial margin is small relative to the economic exposure or nominal value of the financial derivative instruments so that transactions are “leveraged” or “geared”. A relatively small market movement will have a proportionately larger impact which may work for or against the holder. The placing of certain orders which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. In addition to the above risks, the price of financial derivative instruments can be relatively more volatile because a small movement in the price of the underlying instrument may result in a substantial movement in the price of the financial derivative instrument. Borrowing risk The Fund is permitted to borrow and the Underlying Fund may borrow under limited circumstances on a temporary basis. Leverage will magnify the impact of both positive and negative movements in the value of the Fund’s interest in the Underlying Fund and the return on your Units. Securities lending and repurchase transactions risk The Underlying Fund may engage in securities lending and repurchase transactions. These transactions involve risks which could result in delays in the Underlying Fund meeting redemption requests from the Fund or a reduction in value of the Fund. The risks involved with securities lending transactions include: (a) in circumstances where the borrower fails to return the securities, there is a risk that the collateral received may be realised at a value which is less than the value of the securities lent due to external factors (such as adverse market conditions, a deterioration in the credit rating of the issuer of the collateral or changes in the liquidity of the market which the collateral trades); and (b) delays in the return of securities on loan may in turn affect the ability of the Underlying Fund to meet obligations arising from redemption requests and reinvestment. The risks involved with repurchase transactions include: (a) in circumstances where there is a failure on the counterparty who holds the cash of the Underlying Fund, there is a risk that collateral received may yield less than the cash placed with that counterparty due to external factors (such as adverse market conditions, a deterioration in the credit rating of the issuer of the collateral or changes in the liquidity of the market which the collateral trades); (b) repurchase transactions further expose the Underlying Fund to risks associated with options or forward derivative instruments; and (c) delays in recovering cash “placed out” may restrict the ability of the Underlying Fund to meet payment obligations arising from redemption requests and reinvestments.
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Investment selection risk The investment personnel of the Underlying Fund are experienced and professional investment managers. Their capability, the Underlying Fund’s investment objective and the asset allocation strategy of the Investment Manager and its implementation, do not guarantee that there will be no poor investment decisions which result in loss or poor returns on your Units. Many factors can negatively impact on whether the Fund’s investment objectives, and its ability to generate investment returns, are met. Legal, tax and regulatory changes risk Changes could occur in relation to the legal, tax and regulatory regimes in any country in the Asian region, Australia, or any other jurisdiction in which your investment may be connected. Such changes may adversely affect the return on your Units. Underlying Fund risk The Fund will invest substantially into the Underlying Fund. Accordingly, any decline in the net asset value of the Underlying Fund may result in significant losses to the Fund and the value of your Units. In addition to this, the Fund is also directly exposed to any other risks/issues of the Underlying Fund ranging from a suspension of a redemption to a drop in the performance as a result of changes in fees and expenses of the Underlying Fund, and the potential change of the Management Company or investment adviser of the Underlying Fund. In circumstances where there is a suspension of redemptions at the Underlying Fund level, the Fund itself may suspend withdrawals and the Fund may cease to be liquid (as that term is defined in the Corporations Act), which would mean that a Unitholder would have no right to withdraw from the Fund whilst the Fund remained illiquid and that withdrawals could only occur in accordance with the Corporations Act. Fund risk There is a risk that the Fund could terminate, the Investment Manager could be replaced or the investment professionals of the Investment Manager could change. There is also a risk that investing in the Fund may give different results compared with investing directly in the Underlying Fund because of income or capital gains accrued in the Fund, the impact of fees and expenses, and the consequences of investment and withdrawal by other investors. Foreign exchange risk The Fund is exposed to currency risks as it is denominated in Australian dollars but will invest in shares of the Underlying Fund (with USD as the base currency). The Underlying Fund may also have assets and liabilities which may be denominated in a currency other than USD. The value of the USD and other currencies may move in different directions to the value of the Australian dollar. The Fund does not use hedging tools (such as forward foreign currency contracts) to counter potential adverse movements between currencies. Consequently, the return on your Units will fluctuate in accordance with changes in the foreign exchange rates between the Australian dollar and the currencies in which
the Fund and the Underlying Fund’s investments are denominated. Currency risk The currencies in which investments of the Underlying Fund are denominated may be unstable, may be subject to significant depreciation and may not be freely convertible. Liquidity risk The Underlying Fund is exposed to the risk that a particular investment or position cannot be easily unwound or offset due to insufficient market depth or market disruption. This can affect the ability of the Fund to request the redemption of its shares from the Underlying Fund, and can also have an impact on the value of the Underlying Fund which then in turn impacts on the value of your Units. Although the Underlying Fund will invest mainly in liquid securities in which the Fund is entitled to request the redemption of its shares within a reasonable timeframe, there may be exceptional circumstances in which the liquidity of such securities cannot be guaranteed. Absence of any liquidity may have a determined impact on the Underlying Fund and the value of its investments, which then impacts on the value of your Units.
7. Fees and Other Costs DID YOU KNOW? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100, 000 to $80, 000). You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your financial adviser. TO FIND OUT MORE If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.
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Fees and other costs This section shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the Fund assets as a whole. You should read all the information about fees and costs because it is important to understand their impact on your investment. Taxes are set out in another part of this document. Please refer to section 8. Type of Fee or Cost
Amount
How and when paid
Fees when your money moves in or out of the Fund Establishment fee The fee to open your investment.
Nil
Not applicable
Contribution fee The fee on each amount contributed to your investment.
Nil
Not applicable
Withdrawal fee The fee on each amount you take out of your investment.
Nil
Not applicable
Termination fee The fee to close your investment.
Nil
Not applicable
Management Costs1
The fees and costs for managing your investment.
Management costs include ordinary expenses of the Fund (including but not limited to the fees paid to the Custodian, Administrator, Investment Manager and Distributor and the administration fee and ordinary expenses of the Underlying Fund) and the fee paid to 1.50% per annum of the the Responsible Entity.
Total Gross Asset Value Management costs are accrued daily and paid monthly (TGAV) of the Fund. in arrears from the assets of the Fund. Management costs reduce the net asset value of the Fund and are reflected in the Unit price. The amount of management costs can be negotiated. Refer to section 7.8 for further details.
Service Fees Investment Switching fee Nil The fee for changing investment options.
Not applicable
All amounts in this section are inclusive of GST and anticipated reduced input tax credits (to the extent either are applicable).
1
Example of annual fees and costs This table gives an example of how the fees and costs for this product can affect your investment over a 1 year period. You should use this table to compare this product with other managed investment products. BALANCE OF $500,000 WITH A CONTRIBUTION OF $50,000 DURING YEAR.
EXAMPLE Contribution Fees
Nil
For every additional $50,000 you put in you will be charged $0.
PLUS Management costs1
1.50% of TGAV
And, for every $500,000 you have in the Fund you will be charged $7,500 each year.
EQUALS Cost of Fund
If you had an investment of $500,000 at the beginning of the year and you put in an additional $50,000 during that year, you would be charged fees of $7,500. What it costs you will depend on the fees you negotiate with your fund or financial advisor (if any).
We have assumed a constant investment balance of $500,000 during the year. This example does not take into account any abnormal operating expenses of the Fund or Underlying Fund.
1
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Additional Explanation of Fees and Costs 7.1
Management costs
The management costs of the Fund are 1.50% per annum of the TGAV of the Fund. Management Costs include ordinary expenses of the Fund (including but not limited to the fees paid to the Custodian, Administrator, Investment Manager and Distributor and the administration fee and ordinary expenses of the Underlying Fund) and the fee paid to the Responsible Entity. Under the Constitution, the Responsible Entity is entitled to recover all expenses reasonably and properly incurred in connection with the Fund. This includes expenses incurred in the operation, management, compliance and promotion of the Fund. An amount reflecting ordinary expenses of the Fund is included in the management costs.
when incurred or invoiced from the net assets of the subfund of the Underlying Fund to which they are attributable. Transaction expenses are allocated across all share classes under the Underlying Fund but such costs and expenses are not currently specifically associated with an application for an interest in, or withdrawal from, the Underlying Fund. It is not possible to provide an estimate of these expenses and as such they are not included in the management costs. The Underlying Fund may also incur extraordinary expenses including, without limitation, litigation expenses and the full amount of any tax, levy, duty or similar charge and any unforseen charges imposed on the Underlying Fund or its assets. It is not possible to provide an estimate of these expenses and as such they are not included in the management costs.
The management costs do not include transactional and operational costs (see section 7.3 and 7.4 below) or abnormal operating expenses (see section 7.2 below).
The transaction expenses and extraordinary expenses are deducted from the assets of the Underlying Fund, which affects the performance of the Fund’s investment in the Underlying Fund.
7.2
7.5
Abnormal operating expenses
Increases or alterations to fees
The Responsible Entity is entitled to be reimbursed for any abnormal operating expenses reasonably and properly incurred in connection with the Fund. Abnormal operating expenses are not generally incurred in the day-to-day operation of the Fund and are due to abnormal events like convening a Unitholders’ meeting, legal proceedings or amendments to the Constitution. It is not possible to provide an estimate of these expenses and as such abnormal operating expenses are not included in management costs, but are reimbursed out of the assets of the Fund as and when incurred.
Under the Constitution, the Responsible Entity may charge a maximum fee of up to 2.795% per annum of the TGAV, a contribution fee of up to 4.659% of the application price and a withdrawal fee of up to 4.659% of the withdrawal proceeds. The fees currently charged are below these maximums. The Responsible Entity can introduce or increase the fees charged up to these maximums without your consent, at its discretion, including as a result of increased costs or significant changes to economic conditions. Unitholders will be given 30 days’ prior notice of any proposed increase in fees.
7.3
The Constitution does not impose a limit on the amount that the Responsible Entity can recover from the Fund as expenses, provided they are reasonably and properly incurred in connection with the Fund.
Transactional and operational costs
Certain expenses may be incurred in managing the Fund’s investments, such as brokerage, bank charges and government duties (transaction costs). These transaction costs are paid directly from the Fund and reflected in the Unit price. However, currently the Fund does not incur significant transaction costs when it invests in either the Underlying Fund or cash. It is not possible to provide an estimate of these transaction costs and as such they are not included in the management costs, but are reimbursed out of the assets of the Fund as and when incurred. The Underlying Fund does recover transaction related expenses (see section 7.4 below). 7.4
Fees in relation to the Underlying Fund
The Underlying Fund charges the Fund an administration fee and an amount reflecting the Fund’s share of the Underlying Fund’s ordinary expenses which are reflected in the management costs disclosed in the Fee table above. In addition, the Underlying Fund incurs transaction expenses which are the costs and expenses of buying and selling portfolio securities and financial instruments, brokerage fees and commissions, interest, taxes, stock lending charges and other transaction related expenses. These transaction expenses are accounted for on a cash basis and are paid
7.6
Indirect Investors
Indirect Investors that invest through an IDPS may be charged additional fees under the IDPS. Indirect Investors should contact their IDPS Operator for details. 7.7
Taxation and GST
Unless otherwise noted, all fees and management costs specified in this PDS (including in the worked example above) are GST inclusive, net of any input tax credits (including reduced input tax credits) available to the Fund. If expenses are recovered from the Fund, and the Responsible Entity is required to pay GST in respect of that expense, the Responsible Entity may recover an amount equal to the GST from the assets of the Fund. Please refer to section 8 for more information. 7.8
Differential fee arrangements
The Distributor has the ability to negotiate reduced management costs on a case by case basis for Direct Investors who invest large amounts into the Fund. The Distributor may also have a rebate arrangement in place 13
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with some Direct Investors. Please contact HSBC Investor Inquiries (see section 12) if you are a Direct Investor and wish to discuss a reduction in management costs. 7.9
Payments to Operators
The Distributor may make payments to Operators from its fees (and not from the assets of the Fund) if the Operators offer the Fund on their investment menus. The amount of these payments may change during the life of this PDS. There will be no commissions or trail fees paid by the Fund to financial advisers in relation to this Fund.
8. Tax Considerations This summary of taxation matters affecting the Fund and its Australian resident Unitholders is intended as an outline of the general tax position and not as tax advice. It does not take into account the specific circumstances of each Unitholder that may invest in the Fund and must not be used as the basis upon which potential investors should make an investment decision. As Australian tax law is complex and changes frequently, the tax consequences of investing in the Fund may be different for different taxpayers at different times. This summary is based on Australian tax laws in force and administrative practices generally accepted as at the date of this PDS. Any of these may change in future without notice and legislation introduced to give effect to announcements may contain provisions that are currently not contemplated. Future changes in taxation laws, their interpretation or associated administrative practices could affect the tax treatment of the Unitholders’ investments. All references in this summary to legislative provisions are to provisions of the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997 (together, the Tax Act). This summary does not deal with the position of Unitholders who are assessed on disposal of their Units in the Fund otherwise than under the Australian capital gains tax provisions, such as Unitholders who are in the business of trading or dealing in units or securities. It is recommended that all potential investors seek their own independent taxation advice regarding the tax consequences of an investment in the Fund, taking into account their particular circumstances, before making any investment or other decision in relation to the Fund. The financial year of the Fund begins on 1 July each year and ends on 30 June of the following calendar year. Any statements referred to in this section will be provided only to Direct Investors of the Fund (including Operators), but Indirect Investors will not receive such statements. 8.1
Taxation of the Fund
Under the Constitution, the distributable income (as that term is defined in the Constitution) of the Fund in respect of a financial year will be allocated to Unitholders. Accordingly, no Australian income tax should be payable by the Responsible Entity on behalf of the Fund, provided there is an amount of distributable income.
The taxable income of the Fund will form part of a Unitholder’s assessable income for that year, in proportion to their entitlement to distributable income, even though distributable income may not be paid until some time later or may be reinvested. As a result, Unitholders may be subject to tax on more than they receive. 8.2 Australian tax consequences of distributions from the Fund Unitholders who receive distributions in a financial year will be provided with an annual distribution statement detailing relevant taxation information, including any foreign taxes withheld and returns of capital. The tax consequences for Unitholders depend on the components of the distributable income of the Fund to which Unitholders have become entitled. 8.3
The controlled foreign company (CFC) regime
It is not expected that the Fund would have an interest in a CFC. However, this may change if the Fund, other Australian entities and their associates hold 50% or more of the dividend, voting or capital interests in the Underlying Fund. 8.4
The foreign investment fund (FIF) regime
The Fund may be subject to the FIF regime in respect of the shares in the Underlying Fund (Shares) held by the Fund. As a result of the manner in which the Responsible Entity intends to manage the Fund, the Fund should not be subject to the FIF regime, as it is unlikely that the Fund will hold FIF assets at the end of each financial year. It is expected that the Shares will be disposed of before the end of each financial year and re-acquired again immediately in the following financial year. If the Shares are disposed of before the end of each financial year, the income of the Fund for the financial year will include any gain arising for the Fund from that disposal. To the extent to which there is any distributable income arising from the disposal of Shares in this manner, that amount will be distributed, but the Unitholders will be required to re-invest that amount in additional units. The main consequences for Unitholders should be that: (a) each Unitholder would be assessed on his or her proportionate share of any income arising to the Fund upon the disposal of the Shares (but discount capital gains concessional treatment should not be available); and (b) each Unitholder should obtain a cost or cost base for his or her additional units equal to their issue price at that time. However, if it should happen that the Fund holds Shares on the last day of a financial year and the FIF regime applies to these Shares, Unitholders may be assessed on their portion of any gains in the value of these Shares at the end of the financial year, even though those gains are unrealised.
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On the ultimate disposal of the Shares (ie. where they are not subsequently re-acquired), the Fund may also realise assessable income. Generally, a gain arising on the disposal of Shares will be included in the distributable income of the Fund where the sum of the gains realised by the Fund exceeds any losses. The Fund is not expected to obtain discount capital gains concessional treatment in respect of the disposal of interests in the Shares. Assessable amounts on the disposal of Shares will generally be reduced to take into account amounts previously assessed under the FIF regime (if any). However, the availability of the relief to reduce a revenue gain (as opposed to a capital gain) on the disposal of the Shares is currently being considered by the Australian Taxation Office. If the FIF rules should happen to apply to the Fund (eg, where it does not dispose of the Shares prior to the end of the financial year), Unitholders should seek professional advice in relation to the tax consequences of investing in the Fund and in particular whether they can benefit from previously assessed FIF amounts. The annual distribution statement provided to Unitholders will set out the Unitholder’s entitlement to the income of the Fund (including whether it includes any FIF component), if any. On 12 May 2009, the Government announced as part of the 2009 budget, a proposal to repeal the FIF regime and replace it with “a specific, narrowly defined anti-avoidance rule”. As at the date of this PDS, the Government has not released any further details with respect to these proposed amendments. Unitholders should seek professional advice in relation to the impact of this announcement, once details of the proposed provisions and the date of their application (including the date of repeal of the FIF regime) are intended to have effect. 8.5 Distributions to the Fund from the Underlying Fund, including upon redemption With the exception of redemption proceeds arising from adjustments which are deemed by the Responsible Entity to be in the best interests of Unitholders, amounts received by the Fund from the Underlying Fund on the redemption of Shares, will be passed to the Unitholders of the Fund. The Responsible Entity will provide Unitholders with an annual distribution statement detailing the extent to which distributions comprise non-assessable returns of capital contributions. 8.6
Foreign Tax Credits
Unitholders may be entitled to foreign tax offsets in respect of certain foreign taxes withheld from distributions made by the Underlying Fund. The annual distribution statement will provide details of foreign taxes withheld from distributions received by the Fund. Unitholders should seek their own independent taxation advice regarding the availability of foreign tax offsets.
8.7 Australian tax consequences of withdrawal or disposal of Units in the Fund Under the capital gains tax provisions, Unitholders who withdraw or otherwise dispose of their Units in the Fund will realise a capital gain which is, broadly, equal to the excess of the consideration they receive for the withdrawal or disposal over the cost base of their Units. To the extent that the Unitholder is treated as having received a distribution of Fund income upon withdrawal of the Units, the amount of capital gain arising on withdrawal would be reduced accordingly (so as to prevent a double taxation of the same amount). If the withdrawal amount (or other disposal consideration) is less than the reduced cost base of the Units, a capital loss would arise upon withdrawal of their Units. A capital loss is not deductible against income, but may be used to reduce tax payable on capital gains from other investments in the current or future tax years, subject to the loss integrity rules. Unitholders may be able to claim the benefit of the capital gains tax discount depending on their individual circumstances. Unitholders should seek professional tax advice in determining the amount of taxable capital gain arising on the withdrawal of their Units. 8.8 Tax File Numbers (TFN) or Australian Business Numbers (ABN) Collection of your TFN is authorised and its use and disclosure are strictly regulated by the tax laws and the Privacy Act. You may quote a TFN or claim a TFN exemption in relation to your investment in the Fund when completing your application. You may quote your ABN instead of your TFN if your investment in the Fund is made in the course or furtherance of an enterprise carried on by you. Quotation of a TFN or ABN is not compulsory but if a TFN or ABN is not quoted (and no exemption is claimed), the Responsible Entity is required to deduct tax from your income at the highest marginal tax rate plus the Medicare Levy (currently 46.5%). 8.9
Goods and Services Tax (GST)
Fees and charges payable in respect of the management of the Fund (such as fees paid to the Responsible Entity and the Investment Manager) may include a GST component. The GST component is included in the amount of the fees outlined in this PDS unless stated otherwise. Where the fee is expressed to be GST exclusive, any GST will be charged in addition to the fee. To the extent that the Responsible Entity incurs expenditure on behalf of the Fund, it is entitled to recover the GST inclusive amount of such expenditure from the Fund. On the basis that the Fund would be making input taxed financial supplies, the Fund cannot claim full input tax credits in respect of expenses incurred by the Fund, but will usually be entitled to reduced input tax credits (currently equal to 75% of the GST incurred) in respect of some of these expenses. 15
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8.10 Taxation of Financial Arrangements (TOFA)
Direct Investors
The Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 received Royal Assent on 26 March 2009. The TOFA Act contains amendments to the Tax Act that will operate to tax gains and losses arising from certain “financial arrangements” on revenue account and in some cases on a compounding accruals basis. The new provisions apply to income years commencing on or after 1 July 2010 (unless an election is made for the new provisions to apply to income years commencing on or after 1 July 2009). The new provisions will only apply to financial arrangements entered into after the relevant start date, unless an election is made for them to apply to existing financial arrangements held at that time (in which case a balancing adjustment will be required to be recognised).
Direct Investors can make initial applications for Units in the Fund by completing the application form (and providing the identification documents) accompanying this PDS. Additional investments can be made at any time by completing another application form or by faxing an instruction to the Administrator. Additional investments are made in accordance with the PDS current at the time of the additional investment. A copy of the current PDS is available, free of charge, from HSBC Investor Inquiries (see section 12).
There are a number of exceptions to the application of the new provisions. Broadly, these include financial arrangements that are not qualifying securities, and which are held by:
Application monies must be paid by electronic funds transfer into the bank account detailed in the application form. Please note that payments by cash or cheque will not be accepted.
(a)
Applications are processed daily on each Australian Business Day. If your completed application form (including identification documents) and cleared application monies are received and accepted by the Administrator by 3pm (Melbourne time) on an Australian Business Day, your application will be processed as at that Australian Business Day.
individuals;
(b) superannuation funds or managed investment schemes whose total assets are less than $100 million; or (c) other types of (non-financial) entities whose annual turnover is less than $100 million, whose financial assets are less than $100 million and whose total assets are less than $300 million. Accordingly, if the Fund satisfies paragraph (b) above and doesn’t otherwise elect to be subject to the provisions, TOFA should not apply to the financial arrangements held by the Fund. In addition, there is a specific exclusion from TOFA for interests that are an “equity interest” in a company or trust, such as the Shares in the Underlying Fund, and for interests that are subject to the FIF regime. In respect of Unitholders, TOFA does not apply to a financial arrangement that is constituted by an interest in a trust where the interest in the trust is an equity interest, or an interest in a managed investment scheme. On this basis, the provisions should not apply to Unitholders in relation to their Units. In any event, Unitholders should seek their own independent advice in respect of the applicability of the new provisions to their individual circumstances.
9. Transacting your Investment – Applications, Withdrawals and Distrubutions 9.1
How to apply for Units in the Fund
The minimum initial investment is $500,000. Additional investments must be in whole multiples of $50,000. The Responsible Entity may accept lesser amounts or change these amounts from time to time.
If your application form or cleared application monies are received and accepted after 3pm (Melbourne time) on an Australian Business Day, your application will be processed as at the next Australian Business Day. The Responsible Entity may change the cut off time or place at which applications are to be received. The Responsible Entity may refuse or reject an application in whole or in part without giving any reasons. If your application is rejected, your application money will be returned to you. You will not be entitled to any interest earned on your application money. Any interest earned will be paid into the Fund. Units will be issued at the application price calculated on the Business Day immediately following the Australian Business Day as at which your application is processed. After your application is accepted and your name is entered in the Fund register, you become a Unitholder even if the application price is yet to be ascertained and the number of Units you hold remains unknown. You will be issued with an investment confirmation, setting out the details of the Units issued to you, even if the application price has not yet been ascertained. No unit certificates will be issued. The entry of a Unitholder’s name in the Fund’s register gives the presumption of ownership.
Indirect Investors
9.2
Indirect Investors should contact their Operator for instructions on how to invest. Do not send applications directly to the Administrator. The following provisions in this section 9.1 do not apply to Indirect Investors.
Indirect Investors
Withdrawals
Indirect Investors should follow the instructions of their Operator to make a withdrawal from the Fund. Do not send withdrawal requests directly to the Administrator. The following provisions in this section 9.2 do not apply to Indirect Investors.
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Direct Investors Direct Investors can make withdrawals by sending a written request by mail or fax to the Administrator specifying their client ID, their investor number and the dollar amount or number of Units to be withdrawn. The contact details of the Administrator are set out in section 12. Withdrawals are processed daily on each Australian Business Day. If your withdrawal request is received and accepted by the Administrator by 3pm (Melbourne time) on an Australian Business Day, your withdrawal will be processed as at that Australian Business Day. If your withdrawal request is received and accepted after 3pm (Melbourne time) on an Australian Business Day, your request will be processed as at the next Australian Business Day. The Responsible Entity reserves the right to change the cut off time or place at which withdrawal requests are to be received. Units will be redeemed on and at the withdrawal price calculated on the Business Day immediately following the Australian Business Day as at which the withdrawal request is processed. In normal circumstances, withdrawal proceeds will be paid within 10 Business Days from the date on which your withdrawal request was accepted. However, under the Constitution, withdrawal proceeds may be paid up to 30 Business Days from the date on which your Units are redeemed. Withdrawal proceeds will not be paid to third parties. A Direct Investor must maintain a minimum holding of $500,000 in the Fund. If your holding is valued at less than the current minimum holding amount (based on the withdrawal price), the Responsible Entity may redeem your entire holding without a withdrawal request. If the Fund ceases to be liquid (as that term is defined in the Corporations Act), then while the Fund is not liquid, withdrawals may only be made in accordance with the Corporations Act. 9.3 Suspension of applications and withdrawals from the Fund Under the Constitution, the Responsible Entity may suspend applications and withdrawals of Units, the calculation of Unit prices or the payment of withdrawal proceeds including whilst: u trading on any relevant stock market or foreign exchange market is closed or restricted; u an emergency or state of affairs exists as a result of which it is not reasonably practicable for the Responsible Entity to acquire or dispose of the Fund’s assets or to determine fairly the application price or withdrawal price;
u dealings in the Underlying Fund’s shares, calculation of the net asset value of the Underlying Fund or calculation of the price of the Underlying Fund’s shares are suspended (see section 4.5 for when this may occur); u any moratorium declared by a government of any country in which a significant proportion of the Fund is invested exists; or u the Responsible Entity otherwise determines it is in the best interests of Unitholders. The Constitution also allows the Responsible Entity to delay withdrawals in certain circumstances, such as: u in respect of any single Business Day, when a Unitholder requests the withdrawal of a number of Units that represents more than 5% of the number of Units in issue; or u in respect of a period of 5 consecutive Business Days, when Unitholders request the withdrawal of a number of Units that in aggregate exceed 10% of the number of Units on issue. In these cases, the Responsible Entity has the discretion to treat those requests as 5 separate requests, each for one fifth of the total number of Units in the requests and give effect to them in 5 succeeding Business Days or pricing points that relate to the requests. 9.4
Unit prices
Unit prices are calculated on each Business Day using the net asset value of the Fund as at that day. The Unit price is calculated by dividing the net asset value of the Fund by the total number of Units on issue in the Fund. Unit prices are not currently adjusted for any buy/sell spread. The Unit price will include any net income accrued since the end of the last distribution period for the Fund. The net asset value of the Fund will generally be based on the current market value of the assets of the Fund, unless there is no market for the assets or it is determined that the valuation does not represent a fair value of the assets. The net asset value of the Fund will be calculated in accordance with the Constitution. The calculation of Unit prices may be suspended. sections 9.3 and 4.5. 9.5
See
Unit pricing discretions
The Responsible Entity is authorised under the Constitution to exercise certain discretions in calculating Unit prices. Under ASIC Class Order 05/26, the Responsible Entity is required to prepare certain documents, describing how these discretions will be exercised when calculating Unit prices. These documents are available on request from the Responsible Entity at no charge.
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9.6
Distributions
A distribution comprises a Unitholder’s share of any distributable income (including taxable capital gains) earned by the Fund. A Unitholder’s share of any distributable income is generally based on the number of Units held by the Unitholder at the end of the distribution period. Distributions (if any) will be made on an annual basis. The Responsible Entity has the ability to make interim distributions. Annual income distributions are declared as at 30 June and paid as soon as practicable after that date. The amount distributed in relation to the Fund is calculated taking into account the taxable income of the Fund.
10. Additional Information 10.1 Reports Indirect Investors will receive reports directly from their Operator and not the Responsible Entity. Direct Investors (including Operators) will receive: u a monthly statement detailing the value of their investment, transactions and distributions received; u an annual tax statement containing a summary of the Unitholder’s distributions for the financial year to assist the Unitholder in completing their tax return; and u the annual accounts for the Fund (Direct Investors may elect not to receive these). If the Fund becomes a disclosing entity under the Corporations Act, it will be subject to regular reporting and disclosure obligations. Generally, the Fund will be a disclosing entity when it has 100 members or more. At the date of this PDS, the Fund is not a disclosing entity. If the Fund becomes a disclosing entity, copies of certain documents lodged with ASIC can be obtained from, or inspected at, an ASIC office or can be obtained from HSBC Investor Inquiries (see section 12). These documents include the Fund’s annual financial report most recently lodged with ASIC and, if available, any half-yearly financial report and continuous disclosure notices lodged with ASIC after the annual report but before the date of this PDS. 10.2 Privacy The Responsible Entity will not hold personal information about Indirect Investors. Indirect Investors should contact their Operator in relation to privacy issues. For Direct Investors, the Responsible Entity will collect personal information from you for the purposes of processing your application and administering your investment. If you choose not to provide the information required, it may not be able to supply your investments or services to you. Subject to the Privacy Act 1988 (Cth), on your request, the Responsible Entity will give you access to the personal information collected about you. The Responsible Entity must give access to your information entered on the Fund’s register to others as required by the Corporations Act or under relevant laws.
The Responsible Entity may also give your personal information to service providers of the Fund, including the Investment Manager, the Distributor, the Administrator and their related bodies corporate (the service providers). The Responsible Entity and the service providers may use personal information collected about you to notify you of other products. By completing and returning the application form, you consent, for the purposes of the Spam Act 2003 (Cth) to receiving commercial electronic messages from the Responsible Entity and the service providers. If you do not want your personal information to be used in this way please contact the Responsible Entity (see section 12). The Responsible Entity’s privacy policy is available on its website www.perpetual.com.au 10.3 Anti-money laundering and counter-terrorism financing laws The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML Act) regulates financial services and transactions in a way that is designed to detect and prevent money laundering and terrorism financing. Under the AML Act, the Responsible Entity has a number of obligations, including the requirement: u to verify your identity before providing services to you, and to re-identify you if it is considered necessary to do so; and u where you supply documentation relating to the verification of your identity, to keep a record of this documentation for 7 years. The Responsible Entity has implemented a number of measures and controls to ensure they comply with its obligations under the AML Act, including carefully identifying and monitoring investors. As a result of the implementation of these measures and controls: u transactions may be delayed, blocked, frozen or refused where the Responsible Entity has reasonable grounds to believe that the transaction breaches the law or sanctions of Australia or any other country; u where transactions are delayed, blocked, frozen or refused, the Responsible Entity will not be liable for any loss you suffer (including consequential loss) as a result of its actions aimed at compliance with the AML Act; and u the Responsible Entity may from time to time require additional information from you to assist it in this process. The Responsible Entity has certain reporting obligations under the AML Act and is prevented from informing you that any such reporting has taken place. Where required by law, the Responsible Entity may disclose the information gathered to regulatory or law enforcement agencies, including the Australian Transaction Reports and Analysis Centre (AUSTRAC).
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10.4 Related party disclosures By virtue of its businesses, the Investment Manager, the Distributor or any of their related bodies corporate may from time to time: u have a direct or indirect, material or non-material, interest in; or u be related to, any of the investment activities of the Fund or of the Underlying Fund. Cash held by the Fund or the Underlying Fund may be retained and deposited with a related body corporate of the HSBC Group (including but not limited to HSBC Australia, which is an Australian bank). The Fund or the Underlying Fund may borrow from a related body corporate of the HSBC Group (including but not limited to HSBC Australia) or any other such bank. The Responsible Entity, the Distributor or any of their associates or related bodies corporate may invest in the Fund from time to time and may enter into or be interested on their own account in any transactions entered into on behalf of the Fund, or with any company or body in which the Fund or the Underlying Fund is invested or who provides services to the Fund. The Management Company of the Underlying Fund may earn fees from transactions in respect of its role in managing the Underlying Fund. Any such transactions will be on arm’s length commercial terms. The Distributor and other members of the HSBC Group may conduct transactions and be paid commissions in various transactions, instruments or securities which constitute the portfolio of the Underlying Fund or the Fund, or transactions with respect to your investment in the Fund. 10.5 Constitution The Fund was established under the Constitution which, together with this PDS, the Corporations Act and other relevant laws, defines the legal relationship between Unitholders and the Responsible Entity. The Constitution binds the Responsible Entity and all Unitholders. A copy of the Constitution is available free of charge from the Responsible Entity on request. This PDS sets out a summary of some of the material provisions of the Constitution. To the extent of any inconsistency between this PDS and the Constitution, the terms of the Constitution prevail. The Constitution includes provisions dealing with: u the nature of Units – identical rights attach to Units within the same class; u
the duration of the Fund including termination;
u duties and obligations of the Responsible Entity (and the power to delegate); u how the Responsible Entity must calculate the net asset value of the Units, a component of the application price and withdrawal price for each Unit;
u the Responsible Entity’s powers (which include the power to invest the assets of the Fund and to borrow). If the Investment Manager gives the Responsible Entity a recommendation in relation to the exercise of any of its powers, discretions or rights, the Responsible Entity must give proper regard to such recommendation, having regard to its obligations under the Corporations Act and the Constitution; u fees and recoverable expenses, and the limitation of the Responsible Entity’s liability and indemnification from the assets of the Fund; u the Responsible Entity’s rights to change the Fund’s Constitution; u
the method by which complaints are dealt with;
u Unitholder meetings, which must be conducted in accordance with the Constitution and the Corporations Act; u the calculation, entitlement to and distribution of income; and u the calculation mechanisms.
of
Unit
prices
and
related
The Fund may offer different classes of Units. Identical rights attach to all Units within a class. However, the rights and obligations attaching to different classes of Units may vary, and are set out in the relevant offer document for that class. At the date of this PDS, all Units of the Fund are of the same class. The Constitution may be amended by the Responsible Entity at any time if the amendments are not adverse to the rights of Unitholders. Otherwise, approval of Unitholders by special resolution at a Unitholder meeting must be obtained. The Fund terminates two days before 80 years from the date of the Constitution, but it will terminate earlier if, amongst other things, the Underlying Fund is terminated or deemed to be terminated, or the Responsible Entity can terminate the Fund earlier by at least one month’s prior written notice to Unitholders. On termination, the Responsible Entity will realise the assets and pay to Unitholders their share of the net proceeds of realisation. The Constitution seeks to limit the liability of Unitholders so that a Unitholder will not, by reason of being a Unitholder alone, be personally liable to indemnify the Responsible Entity or any creditor should the Fund be unable to meet its debts. However, no assurance can be given about a Unitholder’s liability because the issue has not been finally determined by a superior court. Subject to the Corporations Act, the Responsible Entity is entitled to be indemnified in full out of the assets of the Fund for any liability incurred by it in the proper performance of its duties or powers in respect of the Fund, and is not liable to Unitholders for any loss suffered in relation to the Fund, except where the loss is caused by the Responsible Entity failing to properly perform its duties.
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10.6 Compliance plan
FOS can be contacted:
The Responsible Entity has prepared and lodged a compliance plan for the Fund with ASIC. The compliance plan describes the procedures used by the Responsible Entity to comply with the Corporations Act and the Constitution. Each year the plan is audited and the audit report is lodged with ASIC.
u from 9am to 5pm Australian Eastern Standard Time on 1300 780 808, or +61 3 9613 7366;
10.7 Consents The Investment Manager has given, and not withdrawn as at the date of this PDS, its consent to its name, the statements attributable to the Investment Manager, and the wording in respect of the consent given by the Investment Manager being included in this PDS in the form and context in which they are included in this PDS. The Distributor has given, and not withdrawn as at the date of this PDS, its consent to its name, the statements attributable to the Distributor, and the wording in respect of the consent given by the Distributor being included in this PDS in the form and context in which they are included in this PDS. 10.8 Indirect investors The Responsible Entity authorises the use of this PDS for investors or prospective investors who wish to access the Fund through an IDPS. Indirect Investors who wish to access the Fund through the IDPS do not themselves become Unitholders in the Fund. Instead, the Operator invests for each Indirect Investor and so has the rights of a Unitholder. The Operator may exercise the rights in accordance with their arrangements with you. An Indirect Investor’s inquiries should be directed to their Operator. Some provisions of the Constitution are not relevant to Indirect Investors. For example, Indirect Investors cannot attend Unitholder meetings.
u
by facsimile on +61 3 9613 6399;
u by mail at GPO Box 3, Melbourne, Victoria 3001, Australia; and u
by email at
[email protected]
Further details about FOS can be found at the FOS website: http://www.fos.org.au 10.10 Labour standards, environmental, social and ethical considerations Decisions about the selection, retention or realisation of investments for the Fund are primarily based on fund, company and industry fundamentals of investments comprising the Underlying Fund. The Responsible Entity and the Investment Manager do not take into account labour standards, environmental, social or ethical issues when making decisions about the selection, retention or realisation of investments for the Fund, except to the extent that these issues have a material impact on either investment risk or return. 10.11 Cooling off rights Direct Investors (including Operators) who are wholesale clients as defined in section 761G of the Corporations Act will not have any cooling off rights. Indirect Investors should contact their Operator about any cooling off rights you may have in relation to your IDPS.
10.9 Complaints Indirect Investors should contact their Operator with any complaints in relation to their investment in the Fund. If a Direct Investor has a complaint in relation to their investment in the Fund, they can contact the Responsible Entity during business hours (see section 12). The Responsible Entity has established procedures for dealing with complaints and will use reasonable endeavours to deal with and resolve the complaint within a reasonable time and no later than 45 days of receipt of the complaint. If a Direct Investor is not satisfied with the outcome, the complaint can be referred to an external complaints resolution scheme of which the Responsible Entity is a member, the Financial Ombudsman Service (FOS).
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11. Glossary Administrator
RBC Dexia Investor Services Trust (ABN 75 116 809 824, AFSL number 295018), or such other person appointed by the Responsible Entity from time to time.
AFSL
Australian Financial Services Licence.
ASIC
Australian Securities and Investments Commission.
ARSN
Australian Registered Scheme Number.
AUD
Australian dollars.
Australian Business Day
Any day which is not a Saturday, a Sunday, a public holiday or a bank holiday in Melbourne.
Business Day
A calendar day which is an Australian Business Day on which the Underlying Fund is open for subscriptions and redemptions.
Constitution
The Constitution establishing the Fund dated 25 March 2009, as amended from time to time.
Corporations Act
Corporations Act 2001 (Cth).
Custodian
RBC Dexia Investor Services Trust (ABN 75 116 809 824, AFSL number 295018) or such other person appointed by the Responsible Entity from time to time.
Direct Investor
A person investing directly into Units of the Fund who is a wholesale client as defined in section 761G of the Corporations Act. This includes an Operator.
Distributor
HSBC Bank Australia Limited (ABN 48 006 434 162, AFSL number 232595).
Emerging Markets
Emerging markets includes those markets in countries that are not amongst the following groups of industrialised countries: United States and Canada, Switzerland and Members of the European Economic Area, Japan, Australia and New Zealand, but may include those countries in the preceding groups that do not have fully developed financial markets.
Fund
HSBC Asia Select Equity Fund (ARSN 139 236 570).
HGIF
HSBC Global Investment Funds.
Hong Kong SAR
Hong Kong Special Administrative Region.
HSBC Australia
HSBC Bank Australia Limited (ABN 48 006 434 162, AFSL number 232595).
HSBC Group
HSBC Holdings plc, its subsidiaries and associated companies.
IDPS
An Investor Directed Portfolio Service, or like service, including a master trust, wrap account or platform.
Indirect Investor
A person investing in the Fund through an IDPS. An Indirect Investor is not a Unitholder of the Fund.
OECD
Organisation for Economic Cooperation and Development.
Operator
An IDPS operator.
Regulated Market
A regulated market as defined in the directive 2004/39/EC of 21 April 2004 on markets in financial instruments (Directive 2004/39/EC), namely a market which appears on the list of the regulated markets drawn up by each Member State of the European Union, which functions regularly, is characterised by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market, requiring compliance with all the reporting and transparency requirements laid down by the Directive 2004/39/EC and any other market which is regulated, operates regularly and is recognised and open to the public in an Eligible State. An Eligible State is any Member State of the EU or any other state in Eastern and Western Europe, Asia, Africa, Australia, North America, South America and Oceania. 21
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Responsible Entity
Perpetual Trust Services Limited (ABN 48 000 142 049, AFSL number 236648).
SFC
Securities and Futures Commission of the Hong Kong Special Administrative Region.
TGAV
Total gross asset value of the Fund.
Underlying Fund
HSBC Global Investment Funds – Asia ex Japan Equity, a subfund of the HSBC Global Investment Funds, an investment company incorporated in the Grand Duchy of Luxembourg and organised as a société d’investissement à capital variable with UCITS status (an Undertaking for Collective Investment in Transferable Securities complying with the provisions of Part I of the Luxembourg law of 20 December 2002 on undertakings for collective investment).
Unit
A unit in the Fund.
Unitholder
A person appearing in the Fund’s register as the holder of a Unit of the Fund.
USD
US dollars.
WTO
World Trade Organisation.
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12. Corporate Directory HSBC Investor Inquiries Contact: Telephone: Facsimile: E-mail:
Global Investments, HSBC Bank Australia Limited 1300 307 049 +61 2 92552289
[email protected]
Responsible Entity Perpetual Trust Services Limited Level 12, 123 Pitt Street Sydney NSW 2000 Australia Telephone: +61 2 9229 9000 Investment Manager HSBC Global Asset Management (HONG KONG) Limited HSBC Main Building 1, Queen’s Road Central, Hong Kong
Custodian and Administrator RBC DEXIA Investor Services Trust Level 17, 2 Park Street Sydney NSW 2000 Australia Auditor KPMG 10 Shelley Street Sydney NSW 2000 Australia
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Application Form HSBC Asia Select Equity Fund ARSN 139 236 570 This application form relates to the Product Disclosure Statement dated 30 September 2009 (PDS) issued by Perpetual Trust Services Limited ABN 48 000 142 049, AFSL 236648. Please read the PDS in full before completing this Application Form. Unless otherwise specified, terms defined in the PDS have the same meaning in this Application Form. INDIVIDUALS, AUSTRALIAN COMPANIES, TRUSTS & TRUSTEES
INVESTOR & INVESTMENT DETAILS Is this an application from a new investor or an existing investor?
- New investor
- Existing investor
If this is an application from an existing investor please provide your: Client ID Investor Number I / We am an existing investor and I / we have previously completed the Identification Documentation parts of this document sufficient for Anti-Money Laundering/Counter Terrorism Financing Legislation No Yes If you are an existing investor, have there been any significant changes in your circumstances or Identification Documents since your last application? No
Yes
If “Yes” please complete the Identification Documentation sections 1 through 4 (as applicable).
CONTACT DETAILS Full given name(s)
Surname
Company name / Trustee Name / Account Name ACN or ABN Contact address (PO Box is NOT acceptable) Street State
Suburb Postcode
Telephone
Country Facsimile
Email ADVISER DETAILS Adviser Code (if applicable)
Contact Name
Dealer Group / Institution
Street/PO Box State Telephone
Suburb Postcode
Country Mobile
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INVESTMENT DETAILS Amount
AUD $
Please note the minimum initial investment amount is $500,000 and the minimum additional investment amount is whole multiples of $50,000. TAXATION DETAILS Are you a resident of Australia for taxation purposes? (Select one of the following options) Yes (If “Yes” please complete the below)
No
Tax File Number (TFN) or Australian Business Number (ABN): Exemption Number: Please indicate to whom this TFN or ABN belongs: - Company
- Trust/Super Fund
- Individual
Please note: You are not obliged to provide either your TFN or ABN but if you do not provide either your TFN or ABN and unless you claim a TFN exemption, the Responsible Entity will be required to deduct tax at the highest marginal tax rate (plus Medicare levy). By inserting the ABN and signing this Application Form, you declare that this investment is made in the course or furtherance of your enterprise. Collection of TFN information is authorised and its use and disclosure are strictly regulated by the tax laws and the Privacy Act 1988 (Cth). DISTRIBUTIONS AND WITHDRAWAL PROCEEDS Distributions
Please confirm how you would like to receive any distributions – either paid into an Australian bank account or automatically reinvested as additional units in the Fund. Reinvestment
Payment into bank account (please provide bank account details below)
If no election is made, any distributions will be reinvested. Distributions and withdrawal proceeds can only be paid to an Australian bank account and cannot be paid by cheque. By completing this section you confirm that any distributions and withdrawal proceeds sent by EFT to a designated bank account are sent at your risk insofar as the onus to provide bank account details rests solely on you. Transfer charges will be levied.
Please pay distributions and withdrawal proceeds to the following bank account:
Your bank account details Bank
Branch Name
BSB
Account Name
Account Number
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If you are a new investor, please complete the Investor & Investment Details section (being the first two pages) and the Identification Documentation section of the Application Form, and send all documents the Administrator at the address below. Our verification procedure and requirements (including certified identification evidence) is included for your reference. If you are an existing investor making an additional investment, you may fax your instruction to the Administrator to fax number: 02 8262 5492. Existing investors whose details have changed must also complete the Identification Documentation section and send all documents to the Administrator at the address below. Please send your completed Application Form and Identification Documents to: HSBC Global Investments C/- RBC Dexia Investor Services Trust – Registry Operations GPO Box 4537 Melbourne VIC 3001 PAYMENT DETAILS Application monies can be paid by direct credit into account: (Please note that payment by cheque is not accepted)
Bank ANZ Banking Group BSB 012 003 Account Name RDIS for PTSL as RE of HSBC Applications Account Account Number 837 064 356 Please record your name as a narrative / reference on the transfer to ensure that your application is processed in a timely manner.
pany) SECTION 1 - INVESTOR TYPE : AUSTRALIAN COMPANY Please note, if you are an Australian Company acting as trustee of a fund, please complete Section 4.ian Company) 1.1 General Information Full name as registered by ASIC ACN Registered office address (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
Principal place of business (if any) (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
1.2 Regulatory/ Listing Details (select the following categories which apply to the company and provide the information requested) Regulated company (licensed by an Australian Commonwealth, State or Territory statutory regulator) Regulator name Licence Number 26 HSBC01208.indd 26
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Australian listed company Name of market / exchange Majority-owned subsidiary of an Australian listed company Australian listed company name Name of market / exchange 1.3 Company Type (select only ONE of the following categories) Public Section 1 now completed Proprietary Go to Section 1.4 and 1.5 below. 1.4 Directors (only needs to be completed for proprietary companies) This section does NOT need to be completed for public and listed companies. How many directors are there?
Full given name(s)
Provide full name of each director. Surname
1 2 3 4 If there are more directors, provide details on a separate page. 1.5 Shareholders (only needs to be completed for proprietary companies that are not regulated companies as selected in Section 1.2) Provide details of ALL individuals who are beneficial owners through one or more shareholdings of more than 25% of the company’s issued capital. Shareholder 1 Full given name(s)
Surname
Residential address (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
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Shareholder 2 Full given name(s)
Surname
Residential address (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
Shareholder 3 Full given name(s)
Surname
Residential address (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
SECTION 2 - INVESTOR TYPE : ALL TRUSTS (INCLUDING SUPERANNUATION FUNDS) For all Trust investors please provide the following information in addition to completing this section; • Certified copy or certified extract of the trust deed; or • Notice of assessment or certified copy of assessment issued by the ATO in the last 12 months. \SECTION 1A: AUSTRALIAN COMPANY DETAILS (to be completed if company is an Australian Company) 2.1 General Information Full name of trust Full business name (if any) of the Trustee of the trust. Country where trust established 2.2 Type of Trust ( select only one of the following trust types and provide the information requested)
Registered managed investment scheme Provide Australian Registered Scheme Number (ARSN)
Regulated trust (e.g. an SMSF) Provide name of the regulator (e.g. ASIC, APRA, ATO)
Provide the trust’s ABN or registration / licensing details
Government superannuation fund Provide name of the legislation establishing the fund Other trust type
Trust description (eg unregistered, fixed, family, unit)
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For other trust types please complete the following additional sections; If you are completing this form as an Individual as Trustee please complete ‘Investor Type : Individual’ in addition to sections 2.3 and 2.4. If you are completing this form as a Company as Trustee please complete ‘Investor Type : Company’ in addition to sections 2.3 and 2.4. If you are completing this form both as Individual and Company please complete ‘Investor Type : Individual’ and ‘Investor Type : Company’ in addition to sections 2.3 and 2.4. 2.3 Beneficiary Details (applicable to ALL trust types) Do the terms of the trust identify the beneficiaries by reference to membership of a class?
Yes Provide details of the membership class/es (e.g. unit holders, family members of named person, charitable purpose)
(Go to Section 2.4) No How many beneficiaries are there? Full given name(s)
Provide full name of each beneficiary below Surname
1 2 3 4 If there are more beneficiaries, provide details on a separate page. 2.4 Trustee Details (applicable to ALL trust types) How many trustees are there? Trustee 1 Full given name(s) or Company name
Surname
Residential address if an individual trustee or company registered office address (PO Box is NOT acceptable) Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
If there are more trustees, provide details on a separate page.
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SECTION 3 - INVESTOR TYPE : INDIVIDUAL For all Individual investors please provide the following information in addition to completing this section: • Original or certified copy of a Primary Photographic Identification Document (see below for definition); or • Both an original or certified copy of a Primary Non-Photographic Identification Document and a Secondary Identification Document (see below for definitions). Full given name(s)
Surname
Date of Birth (dd/mm/yyyy)
Residential address (PO Box is NOT acceptable) Only provide address details if not provided in Section 2.4 above Street Suburb
State
Postcode
Telephone
Facsimile
Email
Country
If there are joint individual investors, provide details on a separate page. What are the Identification Documents? Primary Photographic Identification Documents; 1) Licence or permit issued by State or Territory of Australia or equivalent authority of a foreign country for the purpose of driving a vehicle that contains a photograph of the person in whose name the document is issued. 2) Passport issued by Commonwealth of Australia. 3) Passport issued for purpose of international travel that is issued by a foreign government and contains a photograph and the signature of a person in whose name the document is issued (accompanied by a written translation prepared by accredited translator where required). 4) Card issued by a State or Territory of Australia for the purpose of proving a person’s age that contains a photograph of the person in whose name the document is issued. 5) National Identity Card issued by a foreign government, for the purpose of identification that contains a photograph of the person in whose name the document is issued (accompanied by a written translation prepared by accredited translator where required). Primary Non-Photographic Identification Documents; 1) Birth Certificate or Birth Extract issued by a State or Territory of Australia. 2) Citizenship Certificate issued by Commonwealth of Australia. 3) Citizenship Certificate issued by a foreign Government (accompanied by a written translation prepared by accredited translator where required). 4) Birth certificate issued by a foreign government (accompanied by a written translation prepared by accredited translator where required). 5) Pension card issued by Centre Link that entitles financial benefits to the person in whose name the card is issued. Secondary Identification Documents; 1) A notice that was issued to an individual by the Commonwealth, a State or Territory of Australia within the preceding 12 months that contains the name of the individual and his or her residential address and records the provision of financial benefits to the individual under a law of the Commonwealth, State or Territory. 2) A notice that was issued to an individual by a local government or utilities provider in Australia within the preceding 3 months that contains the name of the individual and his or her residential address and records the provision of services by that local government body or utilities provider to that address or to that person. 3) In relation to a person under 18 years of age, a notice that was issued to a person by a school principal within the preceding 3 months, contains the name of the person and his or her residential address and records the period of time that the person attended the school. SECTI 30 HSBC01208.indd 30
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SECTION 4: DECLARATION AND SIGNATURE I acknowledge declare and agree that by signing this application form: •
I am an individual over 18 years of age or I am a duly incorporated body.
•
I am a Wholesale Client under the Corporations Act in respect of this and each future application (unless I notify the Responsible Entity otherwise).
•
I have received and read the PDS dated 30 September 2009 to which this Application Form applies and have received and accepted the offer to invest in Australia.
•
If I have received the PDS from the internet or other electronic means that I received it personally or a print out of it, accompanied by this Application Form.
•
All details provided by me in this Application Form are true and correct.
•
I agree to be bound by the terms and conditions of the current PDS and of the Constitution of the Fund, as amended.
•
hat the Responsible Entity is authorised to apply the TFN or ABN provided above to all future applications for T Units, including reinvestments, unless I notify the Responsible Entity otherwise.
•
nits in the Fund are not investments, deposits or other liabilities of Perpetual Limited or it subsidiaries or U members of the HSBC Group and are subject to investment risk, including possible delays in repayment, loss of income and principal invested.
•
one of Perpetual Limited or it subsidiaries, members of the HSBC Group or any other person guarantee the N repayment of capital invested in, the performance of nor any particular return from the Fund or the Underlying Fund and I understand the risks involved in investing in the Fund.
•
I acknowledge that the Responsible Entity may be required to pass on information about me or my investment to the relevant regulatory authority in compliance with the Anti-Money Laundering and Counter-Terrorism & Financing Act 2006 or associated regulations (AML Act). I will provide such information and assistance that may be requested by the Responsible Entity to comply with its obligations under the AML Act and I indemnify it against any loss caused by my failure to provide such information or assistance.
•
he monies used to fund my investment in the Fund are not derived from or related to any money laundering, T terrorism financing or other illegal activities, whether prohibited under Australian law, international law or convention (‘illegal activity’) and the proceeds of my investment in the Fund will not be used to finance any illegal activities.
•
I am not a ‘politically exposed’ person or organisation for the purpose of any AML law.
•
I consent to details about my application and holdings being disclosed in accordance with the Privacy section of the PDS and to my financial adviser.
•
I confirm that the Responsible Entity and Administrator are authorised to accept and act upon any instructions in respect of this application and the Units to which it relates given by me by facsimile. If instructions are given by facsimile, the onus is on me to ensure that such instructions are received in legible form and I undertake to confirm them in writing. I indemnify the Responsible Entity and Administrator against any loss arising as a result of any of them acting on facsimile instructions. The Responsible Entity and Administrator may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instruction or other instrument believed, in good faith, to be genuine or to be signed by properly authorised persons.
•
I acknowledge that the Responsible Entity reserves the right to reject any application. Signature
Title
Date
1
2
3
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SECTION 5: CERTIFIED COPY OF AN ORIGINAL DOCUMENT Certified copy means a document that has been certified as a true copy of an original document. Certified extract means an extract that has been certified as a true copy of some of the information contained in a complete original document by one of the persons described in the sub-paragraphs below. People who can certify documents or extracts are: •
a lawyer - a person who is enrolled on the roll of the Supreme Court of a State or Territory, or High Court of Australia, as a legal practitioner (however described);
•
a judge of a court;
•
a magistrate;
•
a chief executive officer of a Commonwealth court;
•
a registrar or deputy registrar of a court;
•
a Justice of Peace;
•
a notary public (for the purposes of the Statutory Declaration Regulations 1993);
•
a police officer;
•
a postal agent - an agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public;
•
the post office - an permanent employee of The Australian Postal Corporation with 2 or more years of continuous service who is employed in an office supplying postal services to the public;
•
an Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955);
•
an officer with 2 or more continuous years of service with one or more financial institutions (for the purposes of the Statutory Declaration Regulations 1993);
•
a finance company officer with 2 or more continuous years of service with one or more financial companies (for the purposes of the Statutory Declaration Regulations 1993);
•
an officer with, or authorised representative of, a holder of an Australian financial services licence, having 2 or more continuous years of service with one or more licensees; and
•
an accountant - a member of the institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with 2 or more years of continuous membership.
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