Date: 12 August 2013
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 investment consultant.
If you have sold or transferred all of your Shares in Macquarie Collective Funds plc (the "Company"), please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible.
Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the latest prospectus of the Company dated 18 April 2013, as may be amended from time to time (the "Prospectus"). A copy of the Prospectus is available upon request during normal business hours from the Administrator.
Please note that the Central Bank has not reviewed this letter.
RE: Approval of Amendments to the Memorandum and Articles of Association
The Company is authorised by the Central Bank as an open-ended investment company with variable capital incorporated under the laws of Ireland as a public limited company pursuant to the Companies Acts, 1963 to 2012 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (as amended) (the "Regulations"). The Company is organised as an umbrella fund with segregated liability between sub-funds.
The purpose of this letter is to explain, and seek your approval of, certain proposed amendments to the Company's memorandum and articles of association.
2. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Regulations provide that a UCITS seeking to invest in another collective investment scheme ("CIS") may only do so where the constitutional document of the CIS contains a general 10% restriction on investing in other collective investment schemes. It is proposed to amend 15(h) of the Articles of Association to include this restriction. However, it should be noted that this general restriction can be disapplied by the Company or a sub-fund where provided for in the Prospectus.
3. NOTICE OF MEETING TO CONSIDER AND VOTE ON THE CHANGES TO THE ARTICLES OF ASSOCIATION
You will find enclosed a notice of the annual general meeting of the Company (the "AGM") which will be held at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland on 9 September 2013 at 11.00 a.m. (Irish time). At the AGM, Shareholders will be asked to consider the items of ordinary business set out in the notice of AGM. In addition, Shareholders will be asked to consider, as items of special business, special resolutions approving the proposed amendments to the memorandum and articles of association.
The changes to the memorandum and articles of association require the approval of the Shareholders by way of special resolution. This means that at least 75% of the Shareholders present and voting in person or by proxy at the AGM must vote in favour of the resolutions. A copy of the resolutions to be adopted can be found in the notice of AGM.
The precise terms of the proposed amendments are set out in the notice of the AGM and will be available for inspection at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland from the date of dispatch of this letter until the close of business on the Business Day in Ireland before the AGM. This information will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting.
Subject to Shareholder approval at the AGM, the changes to the memorandum and articles of association will take effect on the date of the meeting.
4. PROXY FORMS
The form of proxy accompanying the notice of AGM enclosed with this letter should be completed and returned in accordance with the instructions thereon so as to be received by the Administrator at BNY Mellon Fund Services (Ireland) Limited as soon as possible and in any event, not later than 48 hours before the time fixed for the holding of the AGM. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the AGM.
5. REPURCHASE OF SHARES
Shareholders who do not wish to remain invested in the Company following the implementation of the changes (if the relevant resolutions are passed) will have the opportunity to redeem their Shares on any Dealing Day prior to the date of the AGM by contacting the Administrator so that a repurchase request is received by the Administrator no later than 5.00 p.m. (Irish time) on the Business Day prior to 9 September 2013.
The Directors of the Company consider that the proposed changes to the memorandum and articles of association are in the best interests of the Shareholders as a whole and recommend that you vote in favour of the proposals. Should you have any questions relating to these matters, you should either contact us at the above address or alternatively you should contact your investment consultant.
For and on behalf of
Macquarie Collective Funds plc
MACQUARIE COLLECTIVE FUNDS PLC
An umbrella fund with segregated liability between sub-funds
Notice is hereby given that the Annual General Meeting of the Company will be held at 11.00 a.m. (Irish time) on 9 September 2013 at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland for the following purposes:
7. To receive and consider the reports of the directors and of the auditors and the accounts of the Company for the year ended 31 March 2013.
8. To approve the reappointment of the auditors.
9. To authorise the directors to fix the remuneration of the auditors.
To consider and, if thought fit, pass the following as special resolutions of the shareholders of the Company:
10. RESOLVED that the articles of association of the Company be and are hereby amended by the deletion of the text of Article 15(h) and its replacement with the following text:
"Investments made by the Company with respect to a fund in units of other collective investment undertakings may not exceed, in aggregate, 10 per cent of the assets of that fund unless otherwise stated in the Prospectus. A fund may invest in a collective investment scheme managed by the Administrator or the Investment Manager or any company with which the Administrator or the Investment Manager is linked by common management and control or by a substantial direct or indirect holding provided that no subscription or redemption fees may be charged on account of the investment of the fund in the underlying scheme."
BY ORDER OF THE BOARD
For and on behalf of
Registered Office: Arthur Cox Building
Dated 12 August 2013
Every member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote in his stead. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company.