Prospectus Of CCLA Charity Authorised Investment Fund

Charity Commissionmeans the Charity Commission for England and Wales.Classmeans a class of Units created by the Manager in respect of a Sub-Fund.COBSmeans the Conduct of Business Sourcebook of the FCA Rules.COLLrefers to the appropriate chapter or rule in the COLL Sourcebook.COLL Sourcebookmeans the Collective Investment Schemes Sourcebook issued by the FCA asamended or re-issued from time to time.Conversionmeans the conversion of Units in one Class in a Sub-Fund to Units of anotherClass in the same Sub-Fund and Convert and Converted shall be construedaccordingly.Custodianmeans HSBC Bank plc and/or such person appointed by the Trustee fromtime to time to provide custody services in relation to the Scheme Property.Data Protection Legislationmeans Regulation (EU) 2016/679 on the protection of natural persons withregard to the processing of personal data and on the free movement of suchdata, as onshored by the EUWA, or any successor legislations thereto, andany associated codes, regulation or guidance (as may be amended orreplaced from time to time) and any related regulations and guidance andall other laws concerning the processing of data relating to living persons.Dealing Daymeans a Business Day and such other day as the Manager may, with theconsent of the Trustee, decide from time to time.Dealing Deadlinemeans 5.00pm London time on the Business Day prior to a Dealing Day, oras otherwise determined by the Manager.Depositary Services Agreementmeans the written agreement between the Trustee and the Manager whichevidences the appointment of the Trustee as depositary of the Trust inaccordance with the Regulations.EEA Statemeans a member state of the European Union and any other state which iswithin the European Economic Area.Efficient Portfolio Managementmeans techniques and instruments which relate to transferable securitiesand approved money-market instruments and which fulfil the followingcriteria:a) they are economically appropriate in that they are realised in a costeffective way;b) they are entered into for one or more of the following specific aims:i) reduction of risk;ii) reduction of cost;iii) generation of additional capital or income for the scheme with a risklevel which is consistent with the risk profile of the scheme and therisk diversification rules laid down in COLL.Eligible Institutionmeans one of certain eligible institutions as defined in the Glossary ofdefinitions to the FCA Rules.Eligible Investormeans investors permitted to subscribe for Units as described in paragraph2.5.1.EMIRhas the meaning set out in the Glossary.means monetary unit of the official currency of the Eurozone countries.EUWAmeans the European Union (Withdrawal) Act 2018.FATCAmeans the Foreign Account Tax Compliance Act provisions of the UnitedStates Hiring Incentives to Restore Employment Act.FCAmeans the Financial Conduct Authority of 12 Endeavour Square, LondonE20 1JN or any other regulatory body which may assume its regulatoryresponsibilities from time to time.FCA Rulesmeans the FCA Handbook of rules and guidance, made under FSMA asamended or updated from time to time.CCLA Charity Authorised Investment Fund7

FSCSmeans the Financial Services Compensation Scheme.FSMAmeans the Financial Services and Markets Act 2000, as amended orreplaced from time to time.FUND Sourcebookmeans the Investment Funds Sourcebook issued by the FCA as amended orre-issued from time to time.HMRCGlossarymeans the glossary to the FCA Rules.Investment Managermeans CCLA Investment Management Limited, the investment managerappointed by the Manager in respect of the Trust, or such other entity asmay from time to time be appointed as investment manager.Managermeans CCLA Fund Managers Limited and its successor as manager of theTrust.means the group of companies consisting of the ultimate holding companyof the Manager and each of the subsidiaries of that holding company.Master Schememeans any of the following:a master UCITS (in the case of a feeder UCITS);a qualifying master scheme (in the case of a feeder NURS);a property authorised investment fund (in the case of a scheme dedicated tounits in a single property authorised investment fund); oror the master recognised scheme (in the case of a scheme dedicated tounits in a recognised scheme being a scheme recognised under section 272of FSMA).Money Laundering Regulationsmeans The Money Laundering, Terrorist Financing and Transfer of Funds(Information on the Payer) Regulations 2017 as may be amended, updatedor replaced from time to time.Net Asset Value or NAVmeans the value of the Scheme Property of a Sub-Fund (or, as the contextrequires, of all existing Sub-Funds of the Trust) less all the liabilities of thatSub-Fund (or of all existing Sub-Funds of the Trust) determined inaccordance with the Trust Deed.Nomineemeans a person who holds Units for an Eligible Investor.NURSmeans in accordance with the FCA Rules an authorised fund which isneither a UCITS Scheme nor a qualified investor scheme (a non-UCITSretail scheme).OECDmeans the Organisation for Economic Co-operation and Development.OTCmeans over-the-counter.Privacy Noticemay be amended from time to time.Registermeans the register of Unitholders.Registrar and Transfer Agentmeans CCLA Investment Management Limited, or such other person asis appointed to act as registrar and transfer agent to the Trust from timeto time.Regulationsmeans the AIFMD Level 2 Regulation, the AIFM Regulations, as may beapplicable and the FCA Handbook (including the COLL and FUNDSourcebooks) made under FSMA, and any other applicable rules madeunder FSMA from time to time in force. This does not include guidance orevidential requirements contained in the COLL Sourcebook.Scheme Propertymeans the scheme property of a Sub-Fund or of all existing Sub-Funds(as appropriate).8CCLA Charity Authorised Investment Fund

Securities FinancingTransactions or SFTsmeans securities financing transactions including repurchase transactions,securities lending and securities borrowing, buy-sell back transactions, sellbuy back transactions and margin lending transactions as defined by the UKSecurities Financing Transactions Regulation but does not includecommodities lending and commodities borrowing;Service Providersmeans the Manager, the Trustee, the Investment Manager, the Administrator,the Registrar and Transfer Agent and the Auditor, whose details are set outin this Prospectus.SDRTmeans Stamp Duty Reserve Tax.Sub-Fund or Sub-Fundsmeans a sub-fund of the Trust (being part of the Scheme Property of theTrust which is pooled separately) to which specific assets and liabilities ofthe Trust may be allocated and which is invested in accordance with theinvestment objective applicable to such Sub-Fund.Switchmeans the exchange, where permissible, of Units of one Sub-Fund for Unitsof another Sub-Fund and Switching and Switched shall be construedaccordingly.Taxation or Taxmeans all forms of taxation whenever created or imposed and whether inthe UK or elsewhere and shall include any taxes, duties, levies and any otheramount in the nature of taxation in any relevant jurisdiction, including allfines, interest, penalties and expenses incidental and relating to any such tax,duty, levy or charge and their negotiation, settlement or dispute and anyactual or threatened claim in respect of them.Trustmeans CCLA Charity Authorised Investment Fund.Trust Deedmeans the deed constituting the Trust and Sub-Funds as amended fromtime to time in accordance with the COLL Sourcebook.Trusteemeans HSBC Bank plc, or such other person as is appointed to act as trusteeof the Trust from time to time.UCITSmeans Undertaking for Collective Investment in Transferable Securities. Thiswill include a UCITS Scheme or an EEA UCITS scheme, as defined in theFCA Rules.UCITS Schememeans a UK UCITS.UK AIFhas the meaning set out in the Glossary.UK AIFMD Measuresmeansi)the Alternative Investment Fund Managers Regulations 2013 (SI2013/1773);ii) the AIFMD Level 2 Regulation; andiii) all other UK law and regulation implemented for the purposes ofUK CRRmeans the UK version of Regulation of the European Parliament and theCouncil on prudential requirements for credit institutions and investmentfirms (Regulation (EU) No 575/2013) and amending Regulation (EU) No648/2012, which is part of UK law by virtue of the European Union(Withdrawal) Act 2018.UK Securities FinancingTransactions Regulationmeans Regulation (EU) of the European Parliament and the Council of 25November 2015 on transparency of securities transactions and of reuse andamending Regulation (EU) No 648/2012, as amended for the purposes ofbringing the regulation into domestic law.UK UCITShas the meaning set out in the Glossary.UK Tax Residentmeans any entity resident in the UK for tax purposes.Unit or Unitsmeans a unit or units in a Sub-Fund (including fractions of Units, with onefraction being equivalent to one-thousandth of a Unit).Unitholdermeans a holder of registered Units.CCLA Charity Authorised Investment Fund9

Valuation Pointmeans the valuation point on each Dealing Day fixed by the Manager for thepurpose of valuing the property of a Sub-Fund being normally at 11.59pmLondon time or as otherwise determined by the Manager. Special valuationsmay also take place if at any time the Manager considers there is good andsufficient reason to do so, having regard to the interests of Unitholders orpotential Unitholders.VATmeans value added tax.Volatilitymeans the degree to which the returns from one investment or portfolio ofinvestments or market vary from time to time.1.2 Interpretation1.2.1Any reference to the Trust, Sub-Fund or the Managerincludes a reference to its or their duly authorisedagents or delegates.1.2.2References to paragraphs are to paragraphs of thisProspectus and references to this Prospectus are tothis Prospectus as amended from time to time.1.2.3The headings to the paragraphs of this Prospectusare for convenience only and shall not affect theirmeaning or legal effect.1.2.4References to the plural shall include the singular andvice versa. In particular, reference to Sub-Fundsshould be taken to mean reference to Sub-Fund asappropriate when the Trust only has one Sub-Fund.1.2.5References to statutory provisions, regulations, FCARules or notices shall include those statues,provisions, regulations, FCA Rules or notices asamended, extended, consolidated, substituted or reenacted from time to time and, in particular,references to Regulations and/or Directives of theEuropean Union shall, where appropriate, include alldomestic law and regulation enacted (or re-enacted)for the purpose of bringing such European Union lawand regulation into domestic law and regulation.1.2.6Any words followinexpressions will be construed without limitation andaccordingly will not limit the meaning of the wordspreceding them.2. Details of the Trust and its Structure2.1 ConstitutionThe Trust is an authorised unit trust which isauthorised by the FCA and registered with theCharity Commission. The Trust is established by way10CCLA Charity Authorised Investment Fundof the Trust Deed entered into by the Manager andthe Trustee.Only certain Eligible Investors are permitted to investin the Trust, further details are contained inparagraph 2.5.The Trust is structured as an umbrella scheme, inthat different Sub-Funds may be established fromtime to time by the Manager with the approval of theFCA.For the purposes of the Regulations the Trust is a: Charity Authorised Investment Fund (CAIF); A UK Alternative Investment Fund (UK AIF); A Non-UCITS Retail Scheme (NURS).The effective date of authorisation of the Trust bythe FCA was 11 December 2020. The productreference number (PRN) of the Trust is 940774.The Trust is registered with the Charity Commissionwith registered charity number 1192761.The Manager and Trustee are charity trustees for thepurposes of the Charities Act.The Trust has an unlimited duration.2.2 Prospectus2.2.1CCLA Fund Managers Limited as the Manager of theTrust is responsible for the information contained inthis Prospectus. To the best of its knowledge andbelief (having taken all reasonable care to ensurethat such is the case), the information contained inthe Prospectus does not contain any untrue ormisleading statement or omit any matters requiredby the COLL and the FUND Sourcebooks to beincluded in it. CCLA Fund Managers Limited acceptsresponsibility accordingly.2.2.2This Prospectus is based on information, law andpractice at the date of the Prospectus specified onthe front cover. The Manager is not bound by an outof date Prospectus when it has issued an amendedor updated one. Investors should check with theManager that this is the most recently publishedProspectus. This Prospectus does not giveinvestment, legal or tax advice. Investors should

consult their own advisers in relation to acting inresponse to the information contained in thisdocument.2.2.3A copy of this Prospectus and each revision to it hasbeen sent to the FCA, the Charity Commission andthe Trustee.2.3 The Charities Act2.3.1The Trust is established as a common investmentfund for the purposes of the Charities Act andaccordingly:a) the Manager and the Trustee shall have no powerfor which provision may not lawfully be made byor in a common investment scheme as that termis defined in section 96 of the Charities Act; andb) neither the Trust Deed nor this Prospectus maymake provision for any matter to the extent thatsuch matter may conflict with the provisions ofsection 98 of the Charities Act.2.4 Sub-Funds2.4.1The Trust is structured as an umbrella in that Unitsrepresenting interests in different Sub-Funds may beissued from time to time by the Trustee as instructedby the Manager.2.4.2Each Sub-Fund is a UK AIF and a NURS scheme forthe purpose of the Regulations.2.4.3Each Sub-Fund is operated as a distinct fund with itsown portfolio of investments. Details of each SubFund are set out in Annexure 1.2.4.4Please see paragraph 18.11 below "Liabilities of theTrust and the Sub-Funds".2.4.5The eligible securities markets and eligiblederivatives markets on which the Sub-Funds mayinvest are set out in Annexure 2. A detailedstatement of the general investment and borrowingrestrictions in respect of each type of Sub-Fund isset out in Annexure 3.2.4.6The Trust and the Sub-Funds will be treated as taxexempt vehicles for the purposes of UK income andgains. Further details of the taxation of the Trust andSub-Funds are set out in paragraph 22.2.5 Eligible Investors2.5.1The only investors permitted to subscribe for Unitsare those set out below or Nominees acting on theirbehalf:a) a charity within the meaning of Section 1 of theCharities Act; orb) an organisation which is a charity as defined inparagraph 1(1) of Schedule 6 of the Finance Act2010; orc) a Scottish recognised body or a Northern Irelandcharity, within the meaning of Section 104 of theCharities Act.2.5.2Investors will be required to provide the Managerwith such information and documentation as theManager may require to the Manager's satisfactionthat the investor is an Eligible Investor.2.5.3If a Unitholder becomes aware that it is no longer anEligible Investor, it must inform the Managerimmediately. In the event that the Manager becomesaware that the Units are held by a person other thanan Eligible Investor (or reasonably believes this to bethe case) the Manager reserves the right to redeemsuch Units immediately. In these circumstances, theUnitholder will immediately be deemed to haverenounced title to its entire holding to the Managerand the Manager will redeem the entire holding. Thiswill normally be at the next Valuation Point, but theManager may create a special Valuation Point for thispurpose upon giving the Trustee reasonable priornotice of the creation of such special Valuation Point.2.5.4The Manager may periodically request Unitholders toprovide up to date documentation confirming theirstatus as an Eligible Investor. The cost of providingthis documentation will be borne by the Unitholders.2.5.5Unitholders will be liable for any tax suffered by theTrust or any Sub-Fund in which they are investedwhich arises as a consequence of that Unitholderceasing to be an Eligible Investor or the person onwhose behalf Units are held, ceasing to be an EligibleInvestor.2.6 General2.6.1Contact addressThe contact address for the Trust is care of CCLAFund Managers Limited at Senator House, 85 QueenVictoria Street, London EC4V 4ET.CCLA Charity Authorised Investment Fund11

2.6.2Base CurrencyManager will endeavour to ensure that the Trust andother funds it manages are treated fairly.The base currency of the Trust and the Sub-Funds isGBP unless otherwise specified in Annexure 1.The Manager acknowledges that there may be somesituations where the organisational or administrativearrangements in place for the management ofconflicts of interest are not sufficient to ensure, withreasonable confidence, that risks of damage to theinterests of the Trust or its Unitholders will beprevented. Should any such situations arise theManager will disclose these to Unitholders in anappropriate format.2.6.3Cancellation RightsA Unitholder who has received advice may beentitled to cancel an application to purchase Unitsfor a period of 14 days from receipt of the contractnote and to request the return of their money. If theinvestor has a right to cancel and exercises that rightand if the value of the investment has fallen beforethe Manager receives notice of the cancellation, thenthe amount of refund that the investor receives willbe reduced to reflect the fall in value. Generally, aninvestor who has applied directly will have no rightsto cancel an application under the cancellation rulesof the FCA Rules.3. Inspection and Copies of DocumentsThe Trustee may act as trustee of other charityauthorised investment funds, authorised unit trusts,open-ended investment companies, authorisedcontractual schemes and as depositary or custodianof other collective investment schemes. The Trusteewhen acting as such must act solely in the interestsof the relevant investors. The Manager has delegatedcertain administrative functions to HSBC Bank plcand CCLA Investment Management Limited. TheTrustee has functionally and hierarchically separatedthe performance of its trustee functions from theother functions delegated to it by the Manager.The constitutional documents of the Trust, includingcopies of the Trust Deed, the current Prospectus, themost recent annual and half-yearly long reports ofthe Trust, the key information document and othermaterial contracts may be inspected at and copiesobtained from, the head office of the Manager uponrequest. The Manager may make a charge at itsdiscretion for copies of documents (apart from themost recent annual and half-yearly Trust Reports andthe Prospectus which are available free of charge).Actual or potential conflicts of interest may arisefrom time to time from the provision by the Trusteeof the services and/or its affiliates of other servicesto the Manager and/or other parties as set outfurther in paragraph 8.4. Conflicts of InterestIn addition, the Manager and Trustee are both charitytrustees and, in this capacity, they have agreed to ashared set of principles in respect of their decisionmaking where there is a possibility of a conflict ofinterest.The Manager and other companies within itscorporate group may, from time to time, act asauthorised contractual scheme manager, fundmanager, authorised corporate director, investmentmanager or adviser to other companies or funds,which follow similar investment objectives to thoseof the Trust or its Sub-Funds. The Sub-Funds mayalso invest in other funds managed by the Manageror its Associates or a second Sub-Fund of the Trust.It is therefore possible that the Manager may in thecourse of its business have actual or potentialconflicts of interest with the Trust or a particularSub-Fund. The Manager will, however, have regard insuch event to its obligations in relation to the Trustunder the Trust Deed and, in particular, to itsobligation to act in the best interests of the Trust sofar as practicable, having regard to its obligations toother clients when undertaking any activity wherepotential conflicts of interest may arise, as outlined inits Conflicts of Interest policy.Details of this policy are available at www.ccla.co.uk.Where a conflict of interest cannot be avoided, the12CCLA Charity Authorised Investment FundWhere a conflict or potential conflict of interestarises, the Trustee will have regard to its obligationsto the Manager and to the Unitholders in the SubFunds as applicable and will treat fairly the Managerand/or the Unitholders and the other funds for whichit acts, so far as practicable.As charity trustees, the Manager and Trustee have alegal duty to act in the best interests of the Trust infurtherance of its charitable purposes. The Managerand Trustee will therefore identify, manage andrecord any conflict of interests in relation to theTrust and its Sub-Funds in accordance with theirown conflict of interest policies, their docu

8 Canada Square, London E14 5HQ Legal Advisers: Farrer & Co LLP London WC2A 3LH . CCLA Charity Authorised Investment Fund 5 Summary The Trust is a Charity Authorised Investment Fund structured as an umbrella-type authorised unit trust and is a NURS.