Source - RNS
RNS Number : 5798K
LGIM Liquidity Funds Plc
11 April 2018
 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK ADVICE FROM YOUR INDEPENDENT LEGAL, TAX, FINANCIAL OR PROFESSIONAL ADVISOR IMMEDIATELY.

 

CIRCULAR TO MEMBERS OF

LGIM Liquidity Funds plc (the "Company")

 

(An open-ended umbrella investment company with variable capital and segregated liability between Funds incorporated with limited liability in Ireland under the Companies Act 2014 with registration number 448580 and established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011), as amended)

                                                

 

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF MEMBERS OF THE COMPANY AT TUDOR TRUST LIMITED, 33 Sir John Rogerson's Quay, Dublin 2, Ireland AT 10.00 A.M.  (IRISH TIME) ON 12 APRIL 2018, IS SET OUT IN APPENDIX 2. WHETHER OR NOT YOU PROPOSE TO ATTEND THE MEETING YOU ARE REQUESTED TO COMPLETE AND RETURN THE PROXY FORM IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON.

The Proxy Form is attached to this Circular and should be returned to Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland (for the attention of Paul Wymes).  To be valid the Proxy Form must be received at the above address, not later than 48 hours before the time fixed for the holding of the meeting or adjourned meeting.

 

A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in their stead. A proxy need not be a Member. You are requested to complete the form of proxy in accordance with the instructions printed on the form.

 

If your shares are registered in the name of a nominee you should instruct your nominee as to how you wish to vote immediately to allow your nominee to vote by the time appointed for the meeting. If you have sold or transferred all your shares, please forward this document and the accompanying proxies to the purchaser, transferee or other agent through whom the sale or transfer was effected.

 

The Directors of the Company accept responsibility for the accuracy of the contents of this document.

 

 

 


 

Date:    20 March, 2018

 

Re:       Extraordinary General Meeting of the Company

 

Dear Member,

 

As you are aware, the Company is an investment company with variable capital and with segregated liability between funds, incorporated with limited liability under the laws of Ireland, authorised by the Central Bank of Ireland (the "Central Bank") pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the "Regulations"). The Company is an umbrella company, which comprises a number of sub-funds.

 

We are writing to inform you of our intention to convert the Company from a self-managed investment company to an externally-managed company.  In this regard, it is proposed to appoint LGIM Managers (Europe) Limited (the "Manager") as manager of the Company, subject to the Manager obtaining the relevant authorisation from the Central Bank. The Manager is a company incorporated in Ireland and is a wholly owned subsidiary of the Legal & General Group plc.

 

In connection with this change (the "Manager Appointment"), we are seeking your approval of the following changes:

 

(i)   amendments to the Memorandum and Articles of Association of the Company (the "M&A") to permit the Company to appoint a manager.  The proposed amendments are highlighted in Part A of Apprendix 1; and

 

(ii)   the introduction of a management fee ("Management Fee") in respect of each sub-fund of the Company (each a "Fund" and together the "Funds").

 

It is also proposed to amend the M&A to comply with the new money market fund regulations introduced in June 2017 pursuant to Article (EU) 2017/131 of the European Parliament and of the Council (the "MMF Regulation").  The Company is required to comply with the MMF Regulation by 21 January 2019.  Under the MMF Regulation, existing money market funds in the EU are required to convert to a public debt CNAV money market fund, low volatility CNAV money market fund ("LVNAV MMF") or a variable NAV money market fund.  It is proposed to update the Company's prospectus in due course to convert each of the Company's existing money market funds into one of these three new money market fund structures.  Members will be notified in advance of such changes being made to the prospectus and, if required, Members' approval will be sought. In the meantime, as a procedural matter, certain changes are required to the M&A in order to allow these new money market fund structures to be established in accordance with the MMF Regulation.  We are therefore seeking your approval of these proposed amendments to the M&A which are highlighted in Part B of Appendix 1 (the "Money Fund Changes").

 

In order to approve the above changes, resolutions will be put to the Members of the Company and Shareholders of the Funds at separate meetings of the Company and Funds to be held at the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018 (the "EGM").  Formal notices of these meetings and proxy forms are attached to this Circular.

 

Please note that any capitalised terms which are not defined herein shall take the meaning ascribed to them in the Prospectus of the Company which is available from the Administrator or the Investment Manager. 

 

1.         Changes to the M&A

 

Subject to approval by the Members, it is proposed to amend the M&A in order to permit the Company to appoint a management company and to enable the Company to be able to establish the new money market structures to comply with the MMF Regulation. An extract of the revised M&A (marked-up against the current version to highlight the proposed changes) is included in Appendix 1 to this Circular: Part A of Appendix 1 highlights the proposed changes to the M&A to reflect the Manager Appointment; Part B of Appendix 1 highlights the proposed changes to the M&A to reflect the Money Fund Changes.  As set forth in paragraph 3 below ("Effective date"), if approved by the Members, (i) the changes to the M&A relating to the Manager Appointment will become effective on the date such resolution is passed; and (ii) the changes relating to the Money Fund Changes will become effective on 30 November 2018 or such other date as shall be notified in advance to the Members. A full copy of the revised M&A reflecting the proposed changes in Part A and Part B of Appendix 1 may be obtained at the registered office of the Company or by contacting your usual client services contact.

 

(i)   Resolution to be put to the Members of the Company

 

In order to adopt the changes to the M&A, the following resolutions shall be put to the Members at an EGM of the Company at the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018:

 

"To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part A of Appendix 1 of the Circular to Members of the Company dated 20 March 2018, subject to and in accordance with the requirements of the Central Bank with effect from the date of passing of this resolution."

 

"To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part B of Appendix 1 of the Circular to Members of the Company dated 20 March 2018 (the "Circular"), subject to and in accordance with the requirements of the Central Bank and with effect from the date described in the Circular."

 

(ii)   Quorum and Voting Requirements

 

The quorum for the meeting of the Company shall be two Members present (in person or by proxy). If within half an hour after the time appointed for the meeting a quorum is not present, the Directors have determined that the meeting shall stand adjourned to the same day in the next week, at the same time and in the same place.

 

In order to pass the special resolutions set out in Appendix 7, the resolutions must be passed on the basis of 75% of the votes cast by Members present in person or by proxy.

 

2.   Introduction of Management Fee

 

Subject to approval by the Shareholders of each Fund at separate meetings, it is proposed to introduce a management fee which shall be payable by each of the Funds of the Company to the Manager (the "Management Fee").  Details of the specific fees are as follows:

 

The Manager will be entitled to charge a percentage fee per annum of the Net Asset Value of each Fund (before deduction of fees, expenses, borrowings and interest) in respect of each of the share classes of the relevant Fund as set out below:

 

Fund

Class

Annual charge

LGIM Sterling Liquidity Fund

Class 1

Up to 0.10%

Class 2

0.20%

Class 3

0.15%

Class 4

0.10%

LGIM Sterling Liquidity Plus Fund

Class 1

Up to 0.15%

Class 2

0.25%

Class 3

0.20%

Class 4

0.15%

Class 5

0.25%

LGIM US Dollar Liquidity Fund

Class 1

Up to 0.10%

Class 3

0.15%

Class 4

0.10%

LGIM Euro Liquidity Fund

Class 1

Up to 0.10%

Class 3

0.15%

Class 4

0.10%

 

The above table outlines the proposed annual charge for each class. The Manager is entitled to increase the annual charge up to a maximum of 1 per cent per annum of the Net Asset Value of the relevant Fund in respect of each class.  Shareholders in the relevant class will be notified in writing in advance of any proposed increase of such fees up to such maximum. Shareholders in the relevant class will be given one month's notice to redeem their shares prior to the implementation of an increased fee.

 

The Manager shall pay the Investment Manager out of its own fee as detailed above, an annual fee as a percentage of the Net Asset Value of the assets attributable to the relevant Fund. The Investment Manager shall also be entitled to be repaid all of its out-of-pocket expenses as they relate to a relevant Fund out of the assets of the relevant Fund at normal commercial rates.

 

The Manager shall also be responsible for discharging from its fee the fees payable to the Company's depositary, any sub-custodian (which shall be at normal commercial rates together with value added tax, if any, thereon), the Company's administrator and any distributor. The fees payable to the Manager shall accrue daily and be calculated monthly in arrears and will be calculated as of the Net Asset Value of the relevant Fund on the relevant dealing day and shall be payable monthly in arrears.

 

The Manager shall be entitled to be reimbursed by the Company for reasonable out of pocket expenses incurred by it and any VAT on all fees and expenses payable to or by it.

 

The Manager may differentiate between the Shareholders of the relevant Fund by waiving or reducing the annual management fees charged to certain Shareholders.  Any such waiver shall be effected by way of a rebate to the relevant Shareholder's account.

 

2.1.  Resolutions to be put to Shareholders

 

(i)   Resolution to be put to the Shareholders of LGIM Sterling Liquidity Fund

 

In order to approve the introduction of the Management Fee, the following resolution shall be put to the Shareholders of LGIM Sterling Liquidity Fund:

 

"That the Shareholders of LGIM Sterling Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018."

 

(ii)   Resolution to be put to the Shareholders of LGIM US Dollar Liquidity Fund

 

In order to approve the introduction of the Management Fee, the following resolution shall be put to the Shareholders of LGIM US Dollar Liquidity Fund:

 

"That the Shareholders of LGIM US Dollar Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018."

 

(iii)  Resolution to be put to the Shareholders of LGIM Euro Liquidity Fund

 

In order to approve the introduction of the Management Fee, the following resolution shall be put to the Shareholders of LGIM Euro Liquidity Fund:

 

"That the Shareholders of LGIM Euro Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018."

 

(iv)  Resolution to be put to the Shareholders of LGIM Sterling Liquidity Plus Fund

 

In order to approve the introduction of the Management Fee, the following resolution shall be put to the Shareholders of LGIM Sterling Liquidity Plus Fund:

 

"That the Shareholders of LGIM Sterling Liquidity Plus Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018."

 

2.2.  Quorum and Voting Requirements

 

The quorum for the meetings of each Fund shall be two Shareholders present (in person or by proxy). If within half an hour after the time appointed for the meeting a quorum is not present, the Directors have determined that the meeting shall stand adjourned to the same day in the next week, at the same time and in the same place.

 

In order to pass the ordinary resolutions set out in Appendices 8, 9, 10 and 11, the resolutions must be passed on the basis of 50% of the votes cast by Shareholders in each Fund present in person or by proxy.

 

3.   Effective date

 

Subject to the passing of the Members resolutions and subject to and in accordance with the requirements of the Central Bank, the revised M&A reflecting the Manager Appointment as set forth in Part A of Appendix 1 will be effective as at the date of the Members resolution. The Money Fund Changes as set forth in Part B of Appendix 1 need to be effective immediately prior to the earlier of the establishment of a Fund as a money market fund pursuant to the MMF Regulation or the conversion of an existing Fund to a money market fund structure pursuant to the MMF Regulation.  Accordingly, the revised M&A reflecting the Money Fund Changes as set forth in Part B of Appendix 1 will be effective on 30 November 2018 or such other date as shall be notified in advance to the Members. 

 

The effective date of the introduction of the Management Fee shall, subject to the passing of the relevant Shareholder resolutions, and subject to and in accordance with the requirements of the Central Bank, be the date on which the Company and the Manager enter into a management agreement for the provision of management services by the Manager to the Company, which is expected to be on or around 24 May 2018.

 

4.   Action to be taken

 

In order to consider the proposals set out in this document, you are advised first to read all the enclosed documentation.

 

Appendix 1:       Extract of the M&A highlighting proposed amendments

 

Appendix 2:       Notice of the EGM of the Company

 

Appendix 3:       Notice of the EGM of LGIM Sterling Liquidity Fund

 

Appendix 4:       Notice of the EGM of LGIM US Dollar Liquidity Fund

 

Appendix 5:       Notice of the EGM of LGIM Euro Liquidity Fund

 

Appendix 6:       Notice of the EGM of LGIM Sterling Liquidity Plus Fund

 

Appendix 7:       Proxy form for the Company

 

Appendix 8:       Proxy form for LGIM Sterling Liquidity Fund

 

Appendix 9:       Proxy form for LGIM US Dollar Liquidity Fund

 

Appendix 10:     Proxy form for LGIM Euro Liquidity Fund

 

Appendix 11:     Proxy form for LGIM Sterling Liquidity Plus Fund

 

Shareholders should ensure that the correct proxy is completed for each meeting.

 

5.   Recommendation

 

We believe that the proposed resolutions are in the best interest of the Members of the Company and the Shareholders of each Fund as a whole and therefore recommend that you vote in favour of the proposal. Should you be in any doubt as to the actions you should take, we recommend that you consult with your own tax and legal advisors.

 

6.   Queries

 

If you are not clear about the contents of this Circular or if you have any queries with respect thereto, please contact Paul Wymes by phone at + 353 1 6731886 or by email at [email protected]

 

Yours faithfully,

 

__________________

Director

For and on behalf of LGIM Liquidity Funds plc

 



Appendix 1

Extract of the M&A highlighting proposed amendments

 

Please find below the relevant extract of the M&A highlighting the proposed amendments thereto by strikethrough and underline.

 

Legend

Text which has been inserted

Text which has been deleted

 

 

 

                                                          COMPANIES ACT 2014

 

                                                   COMPANY LIMITED BY SHARES

 

 

                                                   MEMORANDUM AND ARTICLES

                                                                         OF

                                                                ASSOCIATION

 

                                                                         OF

 

                                                         LGIM LIQUIDITY FUNDS

                                                      PUBLIC LIMITED COMPANY

 

(as adopted by Special Resolution Resolution dated 18th December, 2007 and as amended by Special Resolutions effective 12th May 2009, 4th April, 2011, 30th June, 2015,  22nd  June, 2016 and , 14th  September, 2016 and 12 April 2018)

 

An umbrella Fund with segregated liability between sub-funds

 

                                           AN OPEN-ENDED INVESTMENT COMPANY

                                                       WITH VARIABLE CAPITAL

 

 

 

 

33 SIR JOHN ROGERSON'S QUAY,

DUBLIN 2

IRELAND

 



 

PART A

 

 

1.00               DEFINITIONS

 

1.01              In these presents the words standing in the first column of the table next hereinafter contained, shall bear the meanings set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:

 

Words                                           Meanings

 

Administration Agreement               any agreement for the time being subsisting to which the Company , and where the Company has appointed a Manager, the Manager and the Administrator are parties and relating to the appointment and duties of the Administrator, as the same may be modified or amended from time to time subject to the requirements of the Central Bank.

 

Depositary Agreement                    any agreement made between the Company and the Depositary and, if required, the Manager relating to the appointment and duties of the Depositary as amended from time to time subject to the Central Bank UCITS Regulations.

 

Distribution Agreement                    any agreement made between the Company , and where the Company has appointed a Manager, the Manager, and any Distributor relating to the appointment and duties of the Distributor.

 

Investment Management

Agreement                                     any agreement for the time being subsisting between the Company and /or the Manager and the Investment Manager and relating to the appointment and duties of the said Investment Manager, as the same may be modified or altered from time to time, subject to the Central Bank UCITS Regulations.

 

Manager                                        any person firm or corporation appointed and for the time being acting as manager of the Company's affairs.

 

Management Agreement any management agreement made between the Company and the Manager relating to the appointment and duties of the Manager as amended from time to time subject to the requirements of the Central Bank.

 

2.00        PRELIMINARY

 

2.04        The Company and/or each Fund and, Class where expenses or liabilities are attributable specifically to a Fund or Class shall also bear the following expenses and liabilities (unless otherwise stated in the Prospectus) or, where appropriate, its pro rata share thereof subject to take account of expenses and/or liabilities attributable to one or more Classes;-

                   

(a)      all fees and expenses payable to or incurred by the Company, the Manager, the Depositary, the Administrator, any Investment Manager, or adviser or distributor appointed by or on behalf of the Company or with respect to any Fund or Class and their respective delegates;

 

3.00              MANAGER, ADMINISTRATOR, DEPOSITARY AND INVESTMENT MANAGER AND DISTRIBUTOR

 

3.01             (a)        The Company, with the prior approval of the Central Bank, may appoint a person, firm or corporation to act as Manager of the Company's affairs upon such terms and conditions including the right to remuneration payable by the Company and with such powers of delegation, entitlement to indemnities and such restrictions as it (with the agreement of the Manager) thinks fit.

 

                   (b)        The Manager appointed by the Company shall be a company approved by the Central Bank and the terms of any Management Agreement shall be in accordance with the requirements of the Central Bank UCITS Regulations.

                                The appointment of a New Manager shall be subject to the prior approval by the Central Bank. The maximum fee that may be charged by the Manager (as detailed in the Prospectus) shall not be increased without approval of the Shareholders of the relevant Sub-Fund of the Company on the basis of a simple majority of votes cast in a general meeting or with the prior written approval of all Shareholders of the relevant Sub-Fund in accordance with these Articles of Association. The Company shall provide Shareholders with reasonable notice in the event of an increase of the maximum fee payable to the Manager to enable a Shareholder to redeem some or all of their Shares prior to the implementation of the proposed increase.

 

(c)       Subject to the terms of the Management Agreement, either party to the Management Agreement may terminate the Management Agreement upon providing the relevant notice and in such circumstances as set out in the Management Agreement. In the event of the Manager desiring to retire or the Company desiring to remove the Manager from office and the Directors determining to appoint a Manager in lieu of the Manager retiring or being replaced, the Directors of the Company shall use their reasonable endeavours to find a person, firm or corporation willing to act as Manager and subject to the prior approval of the Central Bank the Directors shall appoint such person, firm or corporation to be Manager in place of the former Manager. Any such replacement of the Manager will be carried out in such a manner that ensures the protection of Shareholders. The appointment of a new Manager shall be subject to the prior approval of the Central Bank.

 

3.013.02       (a)        Subject to the prior approval of the Central Bank, the Company shall appoint a Depositary to be responsible for the safe custody of all the Investments of the Company and to perform such other duties upon such terms and conditions including the right to remuneration payable by the Company as the Directors may from time to time (with the agreement of the said Depositary) determine.

 

                   (b)        The Depositary shall be a company approved for the purpose by the Central Bank and the terms of any Depositary Agreement shall be in accordance with the Central Bank UCITS Regulations.

 

3.023.03       (a)        The Company or in the event of the appointment of a Manager by the Company , the Manager may appoint (i) a person, firm or corporation to act as Investment Manager for the purpose of managing the investment and reinvestment of the assets of the Company attributable to each Fund and (ii) a person, firm or corporation to act as Administrator of the Company for the purpose of administering the affairs of the Company and, in each case, each Fund and to perform such other duties upon such terms as the Directors may from time to time with the agreement of the said investment manager or Administrator determine.

 

                    (b)       The terms of any Investment Management Agreement and the appointment of an Investment Manager shall be in accordance with the requirements of the Central Bank UCITS Regulations.

 

(c)      The terms of any Administration Agreement and the appointment of an      Administrator shall be in accordance with the requirements of the Central Bank UCITS Regulations.

 

3.033.04  The Company , or in the event of the appointment of a Manager by the Company, the Manager may appoint a person, firm or corporation to act as Distributor for the purpose of marketing and distributing the Shares of the Company and to perform such other duties upon such terms and conditions including the right to remuneration payable by the Company as the Directors may from time to time (with the agreement of the said distributors) determine.

 

3.043.05  The appointment of a Distributor shall be in accordance with the requirements of the Central Bank UCITS Regulations.

 

3.053.06  The terms of appointment of any Depositary may authorise such Depositary to appoint (with powers of sub-delegation) sub-custodians, nominees, agents or delegates at the expense of the Company or otherwise as determined by the Depositary and the Company provided that the fees of any sub-custodian shall be at normal commercial rates. On the appointment of a new investment manager, unless the Investment Manager otherwise consents, the Directors shall request the Secretary to convene an extraordinary general meeting of Shareholders of the Company at which there shall be proposed a Special Resolution to change the name of the Company to a name not including the words LGIM Liquidity and otherwise in accordance with the requirements of the Central Bank UCITS Regulations. 

 

3.063.07  In the event of the Depositary desiring to retire or the Company desiring to remove the Depositary from office the Directors shall use their reasonable endeavours to find a corporation willing to act as Depositary and subject to the prior approval of the Central Bank and Article 3.01(b) the Directors shall appoint such corporation to be Depositary in place of the former Depositary.  The Depositary may not retire or be removed from office until the Directors shall have found a corporation willing to act as Depositary and such corporation shall have been appointed Depositary in place of the former Depositary.

 

3.073.08  If within a period of three months or such other period as agreed under the terms of the Depositary Agreement from the date on which the Depositary notifies the Company of its desire to retire in accordance with the terms of the Depositary Agreement or from the date on which the appointment of the Depositary is terminated by the Company in accordance with the terms of the Depositary Agreement, or from the date on which the Depositary ceases to be qualified under Article 3.01(b), no new Depositary  has been appointed the Directors shall instruct the Secretary to convene an Extraordinary General Meeting of the Company at which there shall be proposed an Ordinary Resolution to wind up the Company in accordance with the provisions of Article 37.00. Notwithstanding anything set out above, the Depositary's appointment shall only terminate if: (a) the Company's authorisation is revoked by the Central Bank; or (b) the Depositary ceases to be qualified to act as depositary or its appointment has been terminated and a new depositary has been appointed.

 

9.00        SUBSCRIPTION PRICE

 

9.02        (1)        Any subsequent allotment or placing of a Share on any Dealing Day shall be made at a Subscription Price per Share ascertained by:-

 

(a)      determining the Net Asset Value per Share as at the Valuation Point for the relevant Dealing Day in accordance with Article 15.00;

 

(b)      adding thereto a provision for Duties and Charges, if the Directors so determine;

 

(c)      in the event of subscription applications exceeding redemption requests for the relevant Fund on any Dealing Day and if the Directors so determine, adding thereto such provision representing an anti-dilution levy to provide for market spreads, dealing costs and preserve the value of the underlying assets of the relevant Fund as the Directors may determine;

 

(d)      rounding the resulting total to such number of decimal places as the Directors may determine; and

 

(e)      adding thereto a sales charge (if any) not exceeding five per cent 5% of the Net Asset Value of the Shares being issued which shall be retained by the Investment Manager for its sole use and benefit of the Company, or as the Company may direct either upon the initial issue of units or on a contingent deferred basis and the Directors in their absolute discretion may waive or permit the Manager to waive, or differentiate between Shareholders or applicants for Shares as to the amount of, any such sales charge.

 

 

16.00      VALUATION OF INVESTMENTS

 

16.03      In calculating the value of assets of the Company and each Fund the following principles will apply:

 

(a)        in determining the value of Investments of a Fund (a) the Directors Responsible Person may value the Investments of a Fund (i) at lowest market dealing bid prices where on any Dealing Day the value of all redemption requests received exceeds the value of all applications for Shares received for that Dealing Day or at highest market dealing offer prices where on any Dealing Day the value of all applications for Shares received for that Dealing Day exceeds the value of all redemption requests received for that Dealing Day, in each case in order to preserve the value of the Shares held by existing Shareholders; (ii) at bid and offer prices where a bid and offer value is used to determine the price at which shares are issued and redeemed; or (iii) at mid prices; provided in each case that the valuation policy selected by the Directors Responsible Person shall be applied consistently with respect to the Company and, as appropriate, individual Funds for so long as the Company or Funds, as the case may be, are operated on a going concern basis.  Every Share agreed to be issued by the Directors with respect to each Dealing Day shall be deemed to be in issue at the Valuation Point for the relevant Dealing Day and the assets of the relevant Fund shall, subject to Article 16.05 hereof, be deemed to include not only cash and property in the hands of the Depositary but also the amount of any cash or other property to be received in respect of Shares agreed to be issued after deducting therefrom (in the case of Shares agreed to be issued for cash) or providing for preliminary charges;

 

(b)        where Investments have been agreed to be purchased or sold but such purchase or sale has not been completed, such Investments shall be included or excluded and the gross purchase or net sale consideration excluded or included as the case may require as if such purchase or sale had been duly completed unless the Directors have Responsible Person has reason to believe such purchase or sale will not be completed;

 

(c)        there shall be added to the assets of the relevant Fund any actual or estimated amount of any taxation of a capital nature which may be recoverable by the Company which is attributable to that Fund;

 

(d)        there shall be added to the assets of each relevant Fund a sum representing any interest, dividends or other income accrued but not received and a sum representing unamortised expenses;

 

(e)        there shall be added to the assets of each relevant Fund the total amount (whether actual or estimated by the Directors Responsible Person or their delegate) of any claims for repayment of any taxation levied on income or capital gains including claims in respect of double taxation relief; and

 

(f)         where notice of the redemption of Shares has been received by the Company with respect to a Dealing Day and the cancellation of such Shares has not been completed, the Shares to be redeemed shall be deemed not to be in issue subsequent to the Valuation Point for the relevant Dealing Day and the value of the assets of the relevant Fund as of the Valuation Point shall be deemed to be reduced by the amount payable upon such redemption;

 

(g)        there shall be deducted from the assets of the relevant Fund:

 

(i)         the total amount of any actual or estimated liabilities properly payable out of the assets of the relevant Fund including any and all outstanding borrowings of the Company in respect of the relevant Fund, interest, fees and expenses payable on such borrowings and any estimated liability for tax and such amount in respect of contingent or projected expenses as the Responsible Person consider fair and reasonable as of the relevant Valuation Point;

 

(ii)        such sum in respect of tax (if any) on income or capital gains realised on the Investments of the relevant Fund as in the estimate of the Responsible Person will become payable;

 

(iii)        the amount (if any) of any distribution declared but not distributed in respect thereof;

 

(iv)        the remuneration of the Administrator, the Manager, the Depositary, the Investment Manager, any Distributor and any other providers of services to the Company payable by the Company and accrued but remaining unpaid together with a sum equal to the value added tax chargeable thereon (if any);

 

(v)        the total amount (whether actual or estimated by the Directors) of any other liabilities properly payable out of the assets of the relevant Fund (including all establishment, operational and ongoing administrative fees, costs and expenses) as of the relevant Valuation Point;

 

(vi)        an amount as of the relevant Valuation Point representing the projected liability of the relevant Fund  in respect of costs and expenses to be incurred by the relevant Fund in the event of a subsequent liquidation;

                   

(vii)       an amount as of the relevant Valuation Point representing the projected liability of the relevant calls on Shares in respect of any warrants issued and/or options written by the relevant Fund or Class of Shares; and

 

(viii)      any other liability of the type referred to in Article 2.04 hereof.

 

In the absence of negligence, fraud or wilful default, every decision taken by the  Directors or any committee of the Directors or any duly authorised person on behalf of the Company in calculating the Net Asset Value of a Fund or Class or the Net Asset Value per Share shall be final and binding on the Company and on present, past or future Shareholders.

 

16.04       Without prejudice to Article 25.02 hereof the Directors may delegate any of their powers, authorities and discretions in relation to the determination of the value of any Investment to the Investment Manager, a committee of the Directors , the Manager or to any other duly authorised person and may delegate the calculation of Net Asset Value in accordance with the requirements of the Central Bank UCITS Regulations.  In the absence of negligence, fraud or wilful default every decision taken by the Directors or any committee of the Directors , the Manager or by the Investment Manager or any duly authorised person on behalf of the Company in determining the value of any Investment or calculating the Net Asset Value shall be final and binding on the Company and on present, past or future Shareholders.

 

20.00       NOTICE OF GENERAL MEETINGS

 

20.02       The Directors, the Manager, the Investment Manager, the Administrator, the Auditors and the Depositary shall be entitled to receive notice of and attend and speak at any general meeting of the Company.

 

25.00      POWERS OF DIRECTORS

 

25.02       The Directors may, whether by standing resolution, power of attorney or otherwise, delegate all or any of their powers, authorities or discretions for such period and subject to such conditions as they may think fit including without limitation but subject to the Regulations and the Central Bank UCITS Regulations relating to the issue and repurchase of Shares, the calculation of the Net Asset Value per Share, the declaration and payment of dividends and the management, investment management and administration of the Company,  the Manager or to any duly authorised company, firm or other person subject to such terms and conditions as the Directors in their absolute discretion may resolve and, subject to the Regulations and the Central Bank UCITS Regulations, may also authorise the Manager or any such company, firm or person to delegate all or any of the powers, authorities and discretions so delegated.

 

31.00      DIVIDENDS AND RESERVES

 

31.04      The amount available for distribution in respect of any Accounting Period shall be the net income of the relevant Fund (whether in the form of dividends, interest or otherwise) and/or net realised gains (i.e. realised gains net of realised and unrealised losses) or net realised and unrealised gains (i.e. realised and unrealised gains net of realised and unrealised losses) during the Accounting Period, subject to such adjustments as may be appropriate under the following headings:-

 

(g)             deduction of such sum as the Company may think appropriate in respect of expenses of the relevant Fund or Class including but not limited to the Organisational Expenses, Duties and Charges, fees and expenses due to the Auditors, the Secretary, the legal and other professional advisers of the Company, the Directors, the Manager, the Depositary, the Administrator, and any Distributor or Investment Manager appointed by the Company, all expenses of and incidental to any amendments to the Prospectus and the Memorandum of Association and these presents expenses comprising all costs, charges, professional fees and disbursements bona fide incurred in respect of the computation, claiming or reclaiming of all taxation reliefs and payments, and any interest paid or payable on borrowings to the extent that such sum has not already been, nor will be deducted pursuant to Article 2.00 of these presents PROVIDED ALWAYS that the Company shall not be responsible for any error in any estimates of corporation tax repayments or double taxation relief expected to be obtained or of any sums payable by way of taxation or of income receivable, and if the same shall not prove in all respects correct, the Directors shall ensure that any consequent deficiency or surplus shall be adjusted in the Accounting Period in which a further or final settlement is made of such tax repayment or liability or claim to relief or in the amount of any such estimated income receivable, and no adjustment shall be made to any dividend previously declared.

 

38.00      INDEMNITY AND INSURANCE

 

38.03       The Manager, the Administrator, the Depositary, the Investment Manager, the Distributor and any other person shall be entitled to such indemnity from the Company upon such terms and subject to such conditions and exceptions and with such entitlement to have recourse to the assets of the Company with a view to meeting and discharging the cost thereof as shall be provided under the Management Agreement, the Administration Agreement, the Depositary Agreement, the Investment Management Agreement or the Distribution Agreements (as applicable) provided that no such indemnity shall extend to any matters arising from the negligence, fraud or wilful default of the person so indemnified except in the case of the Depositary  where no such indemnity shall extend to any matters arising from a breach of the minimum standard of liability applicable to the Depositary pursuant to the Regulations.

 

38.04      The Company, the Manager, the Investment Manager, the Administrator, the Depositary and the Distributor shall be entitled to rely absolutely on any Standing Redemption and Payment Instructions and on any declaration received from a Member or his agent as to residence or otherwise of such Member and shall not incur liability in respect of any action taken or thing suffered by any of them in good faith in reliance upon any paper or document believed to be genuine and to have been sealed or signed by the proper parties nor be in any way liable for any forged or unauthorised signature on or any common seal affixed to any such document or for acting on or giving effect to any such forged or unauthorised signature or common seal but shall be entitled though not bound to require the signature of any person to be verified by a banker, broker or other responsible person or otherwise authenticated to its or their satisfaction.

 

38.05    The Company, the Manager, the Investment Manager, the Administrator, the Depositary and the Distributors shall incur no liability to the Shareholders for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto, or of any decree, order or judgment of any court, or by reason of any request announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or perform or to forbear from doing or performing.  If for any reason it becomes impossible or impracticable to carry out any of the provisions of these presents none of the Company or the Manager or the Investment Manager or the Administrator or the Distributors or the Depositary shall be under any liability therefor or thereby.

 



 

PART B

 

INDEX

 

Article No.      Subject                                                                                    Page No.

 

12.00    AUTOMATIC REDEMPTION- STABLE CNAV FUNDSMMF                    37

 

1.0        DEFINITIONS

 

1.01      In these presents the words standing in the first column of the table next hereinafter

contained, shall bear the meanings set opposite to them respectively in the second

column thereof if not inconsistent with the subject or context:

 

Words                                           Meanings

 

CNAV MMF                                   means a money market fund ("MMF") that is authorised under the MMF Regulation as a public debt constant net asset value MMF (or "public debt CNAV MMF") or low volatility net asset value MMF (or "LVNAV MMF").

 

MMF Regulation                            means Regulation (EU) 2017/1131 of the European Parliament and the Council of 14 June 2017, as amended and any guidance that may be issued by the Central Bank.

 

Stable NAV Fund                           means a Fund in respect of which the Directors shall aim to maintain a stable Net Asset Value per Share.

 

9.00        SUBSCRIPTION PRICE

 

9.05        Notwithstanding anything to the contrary in these Articles, the shares of a Fund that is authorised as a public debt CNAV MMF may be issued or redeemed at a price that is equal to that Fund's constant NAV per share.  The shares of a Fund that is authorised as a LVNAV MMF may be issued or redeemed at a price that is equal to that Fund's constant NAV per share as long as that constant NAV per share does not deviate by more than 0.02 per cent from the NAV per share valued in accordance with mark-to-market or mark-to-model, or both, as set forth in the MMF Regulation and as set forth in the Prospectus.  In the event of a deviation of more than 0.2 per cent, the redemption or subscription will be at a price equal to the Net Asset Value per share valued in accordance with mark-to-market or mark-to-model, or both, as set forth in the MMF Regulation as set forth in the Prospectus.

 

11.00      REDEMPTION OF SHARES

 

11.16      Notwithstanding Article 11.05, if a Fund is authorised as a CNAV MMF, in the event the Fund's weekly maturing assets fall below certain thresholds set forth in the Prospectus, a redemption charge may be imposed on redemptions during such period to adequately reflect the cost to the Fund of achieving liquidity and ensure that Shareholders of the Fund who remain in the Fund are not unfairly disadvantaged when other Shareholders redeem their Shares during the period.

 

11.17      Notwithstanding anything to the contrary in these Articles, with regard to a Fund that is authorised as a CNAV MMF, the Company may defer redemption requests or suspend redemptions on such basis and for such periods as set forth in the Prospectus.

 

12.00      AUTOMATIC REDEMPTION STABLE CNAV FUNDSMMF

 

12.01      Notwithstanding anything to the contrary in these Articles, where the Directors determine in their sole discretion that a Class of a Stable CNAV MMF Fund may not be able to maintain a stableconstant Net Asset Value per Share due to its net yield being negative (the "Negative Net Yield") on a particular Dealing Day, the Directors may, with respect to such Dealing Day, redeem from such Class in the relevant Stable CNAV MMF Fund (the "Redeeming Class"), such number of Shares or fractions thereof having a value which equals the amount required for the Redeeming Class to maintain a stableCNAV MMF Net Asset Value per Share. The Shares of each Shareholder within the Redeeming Class will be redeemed on a pro-rata basis, cancelled and the value attributable to the redeemed Shares will be retained by the Redeeming Class to offset the Negative Net Yield, thereby maintaining a stable Net Asset Value per Share. The pro-rata number of Shares held by each Shareholder in the Redeeming Class will be reduced, reflecting a loss of capital to Shareholders in the Redeeming Class.

 

16.00      VALUATION OF INVESTMENTS

 

16.02           (h) In the case of a Fund which is a short-term money market Fund, the Responsible Person may valueWithout prejudice to the generality of Article 16.00, provided the intention to do so has been set out in the Prospectus, the assets of thea Fund using the amortised cost method of valuation if the use of such method of valuation is permissible pursuant to the Central Bank's requirements.that is authorised as a money market fund under the MMF Regulation may be valued in accordance with mark-to-market or mark-to-model, or both, pursuant to the MMF Regulation and as set forth in the Prospectus.  The Net Asset Value per share of a class of such a Fund shall be rounded to the nearest four decimal places of the currency in which the class is denominated, provided that:

 

i.   If the Fund is a public debt CNAV MMF, the assets of the fund may be valued using the amortised cost method of valuation to the extent permitted in the MMF Regulation and the Net Asset Value per Share of a class of the Fund shall be rounded to the nearest two decimal places of the currency in which the class is denominated;

 

ii.  If the Fund is a LVNAV MMF, the assets of the Fund that have a residual maturity of up to 75 days may be valued using the amortised cost method of valuation to the extent permitted in the MMF Regulation and as set forth in the Prospectus.  The amortised cost method of valuation shall only be used for valuing an asset of a LVNAV MMF if the valuation of that asset using the amortised cost method of valuation does not deviate by more than 0.1 per cent of the valuation of that asset using mark-to-market or mark-to-model, or both, pursuant to the MMF Regulation.

 

16.06      To the extent required by the MMF Regulation, if a Fund is regulated as a money market fund the Company shall establish, implement and consistently apply a prudent internal credit quality assessment procedure (the "Assessment Procedure") for determining the credit quality of certain assets held by the Fund as more particularly described in the Prospectus.  The Assessment Procedure shall be based on prudent, systematic and continuous assessment methodologies that include an analysis of factors that influence the creditworthiness of the issuers of those assets and the credit quality of the assets. To the extent required by the MMF Regulation, such methodologies shall be renewed at least annually by the Company in respect of the relevant Fund to ensure they are appropriate.

 

16.07      To the extent required by the MMF Regulation, if a Fund is regulated as a money market fund, the Company shall establish, implement and consistently apply prudent and rigorous liquidity management procedures for ensuring compliance with the weekly liquidity thresholds applicable to that such Fund.  In ensuring compliance with the weekly liquidity thresholds, where weekly maturing assets fall below (i) 30% of the Net Asset Value of the relevant Fund and the net daily redemptions on a single Dealing Day exceed 10% or (ii) 10% of the Fund's Net Asset Value, the Board shall be immediately informed and the Board shall undertake a documented assessment to determine the appropriate course of action with regard to the interests of the shareholders of that Fund to decide whether to apply one or more of the measures permitted under the MMF Regulation and described in the Prospectus.

 

In the event the Board determines to suspend redemptions for a fund that is a CNAV MMF and the total duration of suspensions exceeds 15 Business Days within a period of 90 Business Days, the Fund shall automatically cease to be a CNAV MMF and each Shareholder in that Fund shall immediately be informed in writing of such event.

 

18.00    INVESTMENT OBJECTIVES

 

18.07   Notwithstanding Article 18.01(e), a Fund that is regulated as a money market fund may invest        up to 100% of its assets in different money market instruments issued or guaranteed separately or jointly by the European Union, the national, regional and local administrations of the Member States or their central banks, the European Central Bank, the European Investment Bank, the European Investment Fund, the European Stability Mechanism, the European Financial Stability Facility, a central authority or central bank of a non Member State, the International Monetary Fund, the International Bank for Reconstruction and Development, the Council of Europe Development Bank, the European Bank for Reconstruction and Development, the Bank for International Settlements, or any other relevant international financial institution or organisation to which one or more Member States belong to the extent permitted by the MMF Regulation and as set forth in the Prospectus.

Appendix 2

 

Notice of an Extraordinary General Meeting of

LGIM Liquidity Funds plc

(the "Company")

 

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Members of the Company will be held at  the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018 for the following purposes:

 

1.   To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part A of Appendix I of the Circular to Members of the Company dated 20 March 2018, subject to and in accordance with the requirements of the Central Bank with effect from the date of the passing of this resolution;

 

2.   To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part B of Appendix I of the Circular to Members of the Company dated 20 March 2018 (the "Circular"), subject to and in accordance with the requirements of the Central Bank with effect from the date described in the Circular; and

 

3.   Any other business.

 

 

By order of the Board

 

 

Derval Keane

For and on behalf of

Tudor Trust Limited

As Company Secretary

 

Dated this 20 day of March 2018

 

Note:    A Member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Member.

 

 



 

Appendix 3

 

Notice of an Extraordinary General Meeting of

LGIM Sterling Liquidity Fund (the "Fund")

a sub-fund of

LGIM Liquidity Funds plc (the "Company")

 

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of the Fund will be held at the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018 for the following purposes:

 

1.   To approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018; and

 

2.   Any other business.

 

 

By order of the Board

 

 

Derval Keane

For and on behalf of

Tudor Trust Limited

As Company Secretary

 

Dated this 20 day of March 2018

 

Note:                A Shareholder of the Fund entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Shareholder.

 

 

 

 



 

Appendix 4

 

Notice of an Extraordinary General Meeting of

LGIM US Dollar Liquidity Fund (the "Fund")

a sub-fund of

LGIM Liquidity Funds plc (the "Company")

 

 

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of the Fund will be held at  the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018 for the following purposes:

 

1.   To approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018; and

 

2.   Any other business.

 

 

By order of the Board

 

 

Derval Keane

For and on behalf of

Tudor Trust Limited

As Company Secretary

 

Dated this 20 day of March 2018

 

Note:                A Shareholder of the Fund entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Shareholder.

 

 

 



 

Appendix 5

 

Notice of an Extraordinary General Meeting of

LGIM Euro Liquidity Fund (the "Fund")

a sub-fund of

LGIM Liquidity Funds plc (the "Company")

 

 

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of the Fund will be held at the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m.  (Irish time) on 12 April 2018 for the following purposes:

 

1.   To approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018; and

 

2.   Any other business.

 

 

By order of the Board

 

 

Derval Keane

For and on behalf of

Tudor Trust Limited

As Company Secretary

 

Dated this 20 day of March 2018

 

Note:                A Shareholder of the Fund entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Shareholder.

 

 

 

 



 

Appendix 6

 

Notice of an Extraordinary General Meeting of

LGIM Sterling Liquidity Plus Fund (the "Fund")

a sub-fund of

LGIM Liquidity Funds plc (the "Company")

 

 

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Shareholders of the Fund will be held at the offices of Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish time) on 12 April 2018 for the following purposes:

 

1.   To approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018; and

 

2.   Any other business.

 

 

By order of the Board

 

 

Derval Keane

For and on behalf of

Tudor Trust Limited

As Company Secretary

 

Dated this 20 day of March 2018

 

Note:                A Shareholder of the Fund entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a Shareholder.

 

 



 

Appendix 7

 

Form of Proxy

LGIM Liquidity Funds plc

(the "Company")

 

Holder ID

Account ID & Description



 

I/We* [name of Member]__________________________________________________________

Of [address]_______________________________________________________________________

being a Member of the Company hereby appoint                                    of

(note 2) or in the absence of the appointment of any specified person, the Chairman of the Meeting or failing her/him Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Paul Wymes of 33 Sir John Rogerson's Quay, Dublin 2 or failing him Rachel Mc Keever of 33 Sir John Rogerson's Quay, Dublin 2 or failing her a representative of Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Company to be held at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish Time) on 12 April 2018 or any reconvened meeting thereof.

 

(*delete as appropriate)

 

Signature:                                                        Date:                                               2018

 

Please indicate with an "X" in the spaces below how you wish your vote to be cast for each resolution or alternatively insert the number of total votes to be cast "in favour" and/or "abstain" and/or "against" each resolution in the spaces below.

 

SPecial ResolutioNS:

IN FAVOUR

ABSTAIN

AGAINST

1.   To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part A of Appendix I of the Circular to Members of the Company dated 20 March 2018, subject to and in accordance with the requirements of the Central Bank with effect from the date of the passing of this resolution.




2.   To adopt the amendments to the Memorandum and Articles of Association of the Company as detailed in Part B of Appendix I of the Circular to Members of the Company dated 20 March 2018 (the "Circular"), subject to and in accordance with the requirements of the Central Bank and with effect from the date as described in the Circular.




Unless otherwise instructed above the proxy shall vote as (s)he sees fit.

Notes to accompany proxy form

 

1.       If you have sold or otherwise transferred all of your shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.       A Member may appoint a proxy of his own choice. If such an appointment is to be made please insert the name of the person appointed as proxy in the space provided.

3.       If the Member does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

4.       If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.       If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

6.       In the case of joint holders, the vote of the first named of the joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, the first named joint holder shall be determined by the order in which the names of the joint holders stand in the Company's register of Members.

7.       If this form is returned without any indication as to how the appointed proxy shall vote (s)he will exercise his/her discretion as to how (s)he votes or whether (s)he abstains from voting.

8.       Any alterations made to this form must be initialled to be valid.

9.       To be valid, this form, including notarially certified copy of such power or authority as required must be completed and deposited at the Registered Office of the Company for the attention of Paul Wymes, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2 not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed to +353 1 667 0042 or sent by email to [email protected], with the original to follow by post. 

 



 

Appendix 8

 

Form of Proxy

LGIM Sterling Liquidity Fund (the "Fund"),

a sub-fund of

LGIM Liquidity Funds plc

(the "Company")

 

Holder ID

Account ID & Description



 

I/We* [name of Shareholder]__________________________________________________________

Of [address]_______________________________________________________________________

being a Shareholder of the Fund hereby appoint                                    of

(note 2) or in the absence of the appointment of any specified person, the Chairman of the Meeting or failing her/him Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Paul Wymes of 33 Sir John Rogerson's Quay, Dublin 2 or failing him Rachel Mc Keever of 33 Sir John Rogerson's Quay, Dublin 2 or failing her a representative of Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Fund to be held at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish Time) on 12 April 2018 or any reconvened meeting thereof.

 

(*delete as appropriate)

 

Signature:                                                        Date:                                               2018

 

Please indicate with an "X" in the spaces below how you wish your vote to be cast for the resolution or alternatively insert the number of total votes to be cast "in favour" and/or "abstain" and/or "against" the resolution in the spaces below.

ResolutioN:

IN FAVOUR

ABSTAIN

AGAINST

That the Shareholders of LGIM Sterling Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018




 

 

 

Unless otherwise instructed above the proxy shall vote as (s)he sees fit.

 



Notes to accompany proxy form

 

1.       If you have sold or otherwise transferred all of your shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.       A Shareholder may appoint a proxy of his own choice.  If such an appointment is to be made please insert the name of the person appointed as proxy in the space provided.

3.       If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

4.       If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.       If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

6.       In the case of joint holders, the vote of the first named of the joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, the first named joint holder shall be determined by the order in which the names of the joint holders stand in the Company's register of Shareholders.

7.       If this form is returned without any indication as to how the appointed proxy shall vote (s)he will exercise his/her discretion as to how (s)he votes or whether (s)he abstains from voting.

8.       Any alterations made to this form must be initialled to be valid.

9.       To be valid, this form, including notarially certified copy of such power or authority as required must be completed and deposited at the Registered Office of the Company for the attention of Paul Wymes, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2 not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed to +353 1 667 0042 or sent by email to [email protected], with the original to follow by post. 

 

 

 



 

Appendix 9

 

Form of Proxy

LGIM US Dollar Liquidity Fund (the "Fund"),

a sub-fund of

LGIM Liquidity Funds plc

(the "Company")

 

Holder ID

Account ID & Description



 

I/We* [name of Shareholder]__________________________________________________________

Of [address]_______________________________________________________________________

being a Shareholder of the Fund hereby appoint                                    of

(note 2) or in the absence of the appointment of any specified person, the Chairman of the Meeting or failing her/him Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Paul Wymes of 33 Sir John Rogerson's Quay, Dublin 2 or failing him Rachel Mc Keever of 33 Sir John Rogerson's Quay, Dublin 2 or failing her a representative of Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Fund to be held at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish Time) on 12 April 2018 or any reconvened meeting thereof.

 

(*delete as appropriate)

 

Signature:                                                        Date:                                               2018

 

Please indicate with an "X" in the spaces below how you wish your vote to be cast for the resolution or alternatively insert the number of total votes to be cast "in favour" and/or "abstain" and/or "against" the resolution in the spaces below.

 

ResolutioN:

IN FAVOUR

ABSTAIN

AGAINST

That the Shareholders of LGIM US Dollar Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018




 

 

Unless otherwise instructed above the proxy shall vote as (s)he sees fit.

 



Notes to accompany proxy form

 

1.       If you have sold or otherwise transferred all of your shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.       A Shareholder may appoint a proxy of his own choice.  If such an appointment is to be made please insert the name of the person appointed as proxy in the space provided.

3.       If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

4.       If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.       If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

6.       In the case of joint holders, the vote of the first named of the joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, the first named joint holder shall be determined by the order in which the names of the joint holders stand in the Company's register of Shareholders.

7.       If this form is returned without any indication as to how the appointed proxy shall vote (s)he will exercise his/her discretion as to how (s)he votes or whether (s)he abstains from voting.

8.       Any alterations made to this form must be initialled to be valid.

9.       To be valid, this form, including notarially certified copy of such power or authority as required must be completed and deposited at the Registered Office of the Company for the attention of Paul Wymes, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2 not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed to +353 1 667 0042 or sent by email to [email protected], with the original to follow by post. 

 

 

 



 

Appendix 10

 

Form of Proxy

LGIM Euro Liquidity Fund (the "Fund"),

a sub-fund of

LGIM Liquidity Funds plc

(the "Company")

 

Holder ID

Account ID & Description



 

I/We* [name of Shareholder]__________________________________________________________

Of [address]_______________________________________________________________________

being a Shareholder of the Fund hereby appoint                                    of

(note 2) or in the absence of the appointment of any specified person, the Chairman of the Meeting or failing her/him Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Paul Wymes of 33 Sir John Rogerson's Quay, Dublin 2 or failing him Rachel Mc Keever of 33 Sir John Rogerson's Quay, Dublin 2 or failing her a representative of Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Fund to be held at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish Time) on 12 April 2018 or any reconvened meeting thereof.

 

(*delete as appropriate)

 

Signature:                                                        Date:                                               2018

 

Please indicate with an "X" in the spaces below how you wish your vote to be cast for the resolution or alternatively insert the number of total votes to be cast "in favour" and/or "abstain" and/or "against" the resolution in the spaces below.

 

ResolutioN:

IN FAVOUR

ABSTAIN

AGAINST

That the Shareholders of LGIM Euro Liquidity Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018




 

 

 

Unless otherwise instructed above the proxy shall vote as (s)he sees fit.

 



Notes to accompany proxy form

 

1.       If you have sold or otherwise transferred all of your shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.       A Shareholder may appoint a proxy of his own choice.  If such an appointment is to be made please insert the name of the person appointed as proxy in the space provided.

3.       If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

4.       If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.       If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

6.       In the case of joint holders, the vote of the first named of the joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, the first named joint holder shall be determined by the order in which the names of the joint holders stand in the Company's register of Shareholders.

7.       If this form is returned without any indication as to how the appointed proxy shall vote (s)he will exercise his/her discretion as to how (s)he votes or whether (s)he abstains from voting.

8.       Any alterations made to this form must be initialled to be valid.

9.       To be valid, this form, including notarially certified copy of such power or authority as required must be completed and deposited at the Registered Office of the Company for the attention of Paul Wymes, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2 not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed to +353 1 667 0042 or sent by email to [email protected], with the original to follow by post. 

 

 

 



 

Appendix 11

 

Form of Proxy

LGIM Sterling Liquidity Plus Fund (the "Fund"),

a sub-fund of

LGIM Liquidity Funds plc

(the "Company")

 

Holder ID

Account ID & Description



 

I/We* [name of Shareholder]__________________________________________________________

Of [address]_______________________________________________________________________

being a Shareholder of the Fund hereby appoint                                    of

(note 2) or in the absence of the appointment of any specified person, the Chairman of the Meeting or failing her/him Derval Keane of 33 Sir John Rogerson's Quay, Dublin 2 or failing her Paul Wymes of 33 Sir John Rogerson's Quay, Dublin 2 or failing him Rachel Mc Keever of 33 Sir John Rogerson's Quay, Dublin 2 or failing her a representative of Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Fund to be held at the offices of Tudor Trust Limited at 33 Sir John Rogerson's Quay, Dublin 2, Ireland at 10.00 a.m. (Irish Time) on 12 April 2018 or any reconvened meeting thereof.

 

(*delete as appropriate)

 

Signature:                                                        Date:                                               2018

 

Please indicate with an "X" in the spaces below how you wish your vote to be cast for the resolution or alternatively insert the number of total votes to be cast "in favour" and/or "abstain" and/or "against" the resolution in the spaces below.

 

ResolutioN:

IN FAVOUR

ABSTAIN

AGAINST

That the Shareholders of LGIM Sterling Liquidity Plus Fund approve the introduction of the Management Fee, details of which are set out in Section 2 of the Circular dated 20 March 2018




 

 

 

Unless otherwise instructed above the proxy shall vote as (s)he sees fit.

 



Notes to accompany proxy form

 

1.       If you have sold or otherwise transferred all of your shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.       A Shareholder may appoint a proxy of his own choice.  If such an appointment is to be made please insert the name of the person appointed as proxy in the space provided.

3.       If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meeting or one of the other persons mentioned above to act for them.

4.       If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.       If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such Power of Attorney with your proxy form.

6.       In the case of joint holders, the vote of the first named of the joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, the first named joint holder shall be determined by the order in which the names of the joint holders stand in the Company's register of Shareholders.

7.       If this form is returned without any indication as to how the appointed proxy shall vote (s)he will exercise his/her discretion as to how (s)he votes or whether (s)he abstains from voting.

8.       Any alterations made to this form must be initialled to be valid.

9.       To be valid, this form, including notarially certified copy of such power or authority as required must be completed and deposited at the Registered Office of the Company for the attention of Paul Wymes, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin 2 not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed to +353 1 667 0042 or sent by email to [email protected], with the original to follow by post. 

 

 

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 

 


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