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The Company updates fund supplements

26 Jan 2016 17:38

RNS Number : 0802N
Nomura Nikkei 225 Eur Hdg UCITS
26 January 2016
 

Circular to Shareholders inNOMURA NEXT FUNDS IRELAND PUBLIC LIMITED COMPANYan open-ended investment company with variable capital and an umbrella fund with segregated liability between sub-funds established under the laws of Ireland

 

26 January 2016

This Circular is being sent to you as a Shareholder in Nomura NEXT FUNDS Ireland plc (the "Company"). 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 financial adviser immediately.

Capitalised terms used herein, unless otherwise defined shall have the same meaning as given to them in the Prospectus of the Company.

If you have sold or transferred all of your Shares in the Fund please hand this document at once 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.

This Circular is not required to be and has not been reviewed by the Central Bank of Ireland.

The Directors of the Company consider that the proposed amendments to the Supplement of the Fund detailed in the attached are in the best interests of Shareholders of the Fund.

Nomura NEXT FUNDS Ireland Plc

Beaux Lane House

Mercer Street Lower

Dublin 2

Ireland

 

 

26 January 2016

Dear Shareholder,

Nomura Nikkei 225 EUR-Hedged UCITS ETF

Nomura Nikkei 225 USD-Hedged UCITS ETF

Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF

Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF

(each a "Fund" and together the "Funds")

We are writing to you as a Shareholder of the Funds. The purpose of this letter is to notify you of certain actions which are being or are proposed to be taken with respect to the Fund namely:

1 Changes to the Supplement for the Fund

The Investment Manager has advised the Directors of the Company that is intended to register the Funds for sale in Switzerland. However, in order for the Funds to be registered for sale in Switzerland, the prior approval of the Swiss Financial Market Supervisory Authority ("FINMA") must be obtained. As each of the Supplements for the Funds currently provides for the use of funded swaps as part of the "Secondary Investment Strategy" of each Fund FINMA will not permit the registration of the Funds for sale in Switzerland.

 

The Directors of the Company (after consultation and validation with the Investment Manager and the Sub-Investment Manager) propose to make changes to the Supplements for the Funds to delete reference to the use of funded swaps under the "Secondary Investment Strategy" section.

All changes are reflected in a new Supplement for each Fund which are set out in the following Appendices:-

· Appendix 1 - Nomura Nikkei 225 EUR-Hedged UCITS ETF Supplement;

· Appendix 2 - Nomura Nikkei 225 USD-Hedged UCITS ETF Supplement;

· Appendix 3 - Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF Supplement; and

· Appendix 4 - Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF Supplement.

Each of the Supplements for the Funds will be available free of charge to Shareholders following the prior approval of and/or notification to the relevant regulatory authorities and, in particular, the Central Bank

2 Documents available for Inspection

Shareholders may obtain the Prospectus, the Supplement, the latest annual and semi-annual reports and copies of the Memorandum and Articles of Association free of charge from the registered office of the Company. 

3 Conclusion

The Directors of the Company accept responsibility for the information contained in this Circular.

The proposed changes described above are subject to the prior approval of and/or notification to the relevant regulatory authorities and, in particular, the Central Bank. It is expected that the change will be effective as and from 10 February 2016 or such earlier or later date as the Directors may determine following receipt of all necessary approvals to the change.

Should you wish to redeem or exchange your Shares in the Fund you may do so in the manner prescribed in the Prospectus.

 

Yours faithfully,

 

_____________

For and on behalf of

Nomura NEXT FUNDS Ireland plc

Appendix 1

 Nomura Nikkei 225 EUR-Hedged UCITS ETF

 

Supplement to the Prospectus

 

 

 

 

This Supplement contains information in relation to the Nomura Nikkei 225 EUR-Hedged UCITS ETF (the "Fund"), a sub-fund of Nomura NEXT FUNDS Ireland plc (the "Company") an umbrella type open-ended investment company with variable capital, governed by the laws of Ireland and authorised by the Central Bank of Ireland (the "Central Bank") of Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

 

This Supplement forms part of, and must be read in conjunction with, the Prospectus of the Company dated 23 December 2014, as may be amended, supplemented or modified from time to time, (the "Prospectus") and may not be distributed unless accompanied by the Prospectus (other than to prior recipients of the Prospectus).

 

THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SHARES REPRESENTING INTERESTS IN THE FUND DESCRIBED IN THIS SUPPLEMENT YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF SUCH AN INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS SUPPLEMENT YOU SHOULD TAKE ADVICE FROM AN APPROPRIATELY QUALIFIED ADVISOR.

Capitalised terms used in this Supplement will have the meanings given to them in the Definitions section below or in the Prospectus.

 

In addition to investing in equities and equity related securities, transferable securities and other eligible assets, it is the intention of the Company to invest on behalf of the Fund in financial derivative instruments ("FDIs") for investment and efficient portfolio management purposes, where applicable.

 

Investors should note that the Sub-Fund may invest principally in FDI. This may expose the Fund to particular risks involving FDI. The risks attached to investments in FDIs are set out in the Prospectus under the section headed "Risk Factors".

 

You should inform yourself as to (a) the possible tax consequences, (b) the legal and regulatory requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which you might encounter under the laws of the country of your citizenship, residence or domicile and which might be relevant to your purchase, holding or disposal of the Shares.

Nomura NEXT FUNDS Ireland plc

 

An umbrella fund with segregated liability between the sub-funds

 

 

Dated 30 March 2015[ ] 2016

 

 

 

IMPORTANT INFORMATION

 

 

Suitability of Investment

The Shares are not principal protected. The value of the Shares may go up or down and you may not get back the amount you have invested. See the section headed "Risk Factors" of the Prospectus for a discussion of certain risks that should be considered by you.

 

An investment in the Shares is only suitable for you if you (either alone or with the help of an appropriate financial or other advisor) are able to assess the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result from such an investment. The contents of this document are not intended to contain and should not be regarded as containing advice relating to legal, taxation, investment or any other matters.

Profile of a Typical Investor

The Fund is suitable for investors seeking capital appreciation and who are prepared to accept a high level of volatility. Investment in the Fund should be viewed as a medium to long term investment.

Responsibility

The Directors (whose names appear under the heading "Directors of the Company" of the Prospectus) accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement when read together with the Prospectus (as complemented, modified or supplemented by this Supplement) is in accordance with the facts as at the date of this Supplement and does not omit anything likely to affect the import of such information.

 

General

This Supplement sets out information in relation to the Shares and the Fund. You must also refer to the Prospectus which is separate to this document and describes the Company and provides general information about offers of shares in the Company. You should not take any action in respect of the Shares unless you have received a copy of the Prospectus. Should there be any inconsistency between the contents of the Prospectus and this Supplement, the contents of this Supplement will, to the extent of any such inconsistency, prevail. This Supplement and the Prospectus should both be carefully read in their entirety before any investment decision with respect to Shares is made.

 

As of the date of this Supplement, the Company does not have any loan capital (including term loans) outstanding or created but unissued and no outstanding mortgages, charges or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities.

 

Application has been made to the Irish Stock Exchange for the EUR Shares of the Fund to be admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the date of this Supplement. The Prospectus of the Company and this Supplement, including all information required to be disclosed by the listing requirements of the Irish Stock Exchange, constitute listing particulars for the purpose of listing the EUR Shares of the Fund on the Irish Stock Exchange.

 

Neither the admission of the EUR Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange nor the approval of this Supplement and the Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of service providers to or any other party connected with the Fund, the adequacy of information contained in this Supplement or the Prospectus or the suitability of the Fund for investment purposes.

 

Distribution of this Supplement and Selling Restrictions

 

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the latest annual report and audited accounts of the Company and the Fund (other than to prior recipients of the Prospectus) and if published after such report, a copy of the then latest semi-annual report and unaudited accounts. The distribution of this Supplement and the offering or purchase of the Shares may be restricted in certain jurisdictions. If you receive a copy of this Supplement and/or the Prospectus you may not treat such document(s) as constituting an offer, invitation or solicitation to you to subscribe for any Shares unless, in the relevant jurisdiction, such an offer, invitation or solicitation could lawfully be made to you without compliance with any registration or other legal requirement other than those with which the Company has already complied. If you wish to apply for the opportunity to purchase any Shares it is your duty to inform yourself of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, you should inform yourself as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of your respective citizenship, residence or domicile.

 

Definitions

 

Words and expressions defined in the Prospectus will, unless otherwise defined in this Supplement, have the same meaning when used in this Supplement.

Investment Manager

 

The Company has appointed Nomura Alternative Investment Management (Europe) Limited (the "Investment Manager") as Investment Manager to manage and invest the assets of the Fund in accordance with the investment objective, policies and restrictions described in this Supplement and the Prospectus.

 

 

 

 

 

 

TERMS OF THE SHARES REPRESENTING INTERESTS IN THE FUND

 

 

 

Exchange Traded Fund

 

The Fund is an Exchange Traded Fund ("ETF"). The Shares of this Fund (where they are listed on the Relevant Stock Exchanges) are fully transferable among investors. It is envisaged that Shares will be bought and sold by public and institutional investors in the secondary market in the same way as the ordinary shares of a listed trading company.

 

The Directors of the Company may create new Share Classes from time to time, provided that the creation of any such new Share Classes is notified in advance to and cleared by the Central Bank. A separate pool of assets will not be maintained for each of the Share Classes.

 

Investment Objective

 

The investment objective of the Fund is to replicate the performance, less the applicable Total Expense Ratio, of the Nikkei 225 Total Return EUR Hedged Index (the "Benchmark"), a EUR-hedged version of the Nikkei 225 Total Return Index (the "Reference Index"), which is designed to reflect the performance of the shares of certain companies in Japan.

General Description of the Reference Index and the Benchmark

 

The Reference Index is the total return version of the Nikkei Stock Average (the "Nikkei Stock Average"); the Tokyo stock market index calculated since 1950 and published by the Japanese newspaper Nihon Keizai Shimbun / Nikkei Inc. (the "Index Provider").

 

The Nikkei Stock Average is a price-weighted index comprised of 225 highly liquid stocks selected from Japanese domestic securities which are traded on the Tokyo Stock Exchange First Section. The Tokyo Exchange First Section is for the largest companies - often referred to as 'blue chip' companies. Constituents of the Reference Index are selected on the basis of two factors, the liquidity of the stock and the sector balance. The Reference Index only selects the most liquid of the equities included on the Tokyo Stock Exchange. The Nikkei Stock Average and the Reference Index are calculated daily in Japanese Yen.

 

The Benchmark is a version of the Reference Index, currency-hedged into the relevant currency (EUR) to reduce the impact of exchange rate fluctuations between the Benchmark's currency and the Reference Index currency.

 

The index value in respect of the Benchmark is determined in accordance with the relevant Benchmark calculation methodology.

 

There will be no active management of the Benchmark so as to enhance returns beyond those embedded in the rules of the Benchmark.

 

Index Provider

 

The Reference Index and the Benchmark are sponsored by Nikkei Inc. and/or Nikkei Digital Media Inc. and more details on the Reference Index can be found on the Index Provider's website.

 

Further description of the Reference Index, the Benchmark, their detailed methodologies as well as their respective daily level can be found on the Index Provider's website: http://indexes.nikkei.co.jp/en/nkave.

 

The Reference Index is rebalanced on an annual basis.

 

The Reference Index and the Benchmark are calculated in Japanese Yen and Euro respectively.

Primary Investment Strategy of the Fund (Physical Replication)

 

In order to seek to achieve the investment objective, the Investment Manager, on behalf of the Fund, will invest, using a replication strategy:

 

(i) in the 225 components of the Reference Index (in accordance with the index guidelines of the Nikkei Stock Average being the rules that govern the selection of and weightings of the components of the Reference Index);

 

(ii) marginally, in Derivative Contracts (the "Nikkei 225 Futures") relative to the Reference Index subject to the Investment Restrictions set forth in the Prospectus; and

 

(iii) in currency forwards and other currency instruments (such as currency swaps) in order to deliver the performance due to the FX component of the Benchmark.

 

In order to replicate the performance of the Reference Index, the Investment Manager will invest in line with (i) and (ii) above, however in certain circumstances, there might be size, liquidity, market constraints that would not allow the Fund to invest through (i) and thus to obtain the exposure to the Reference Index, the Fund investment would happen through (ii). The Fund will utilise (iii) to replicate the FX component of the Benchmark.

 

The Fund may gain exposure to the Reference Index through the use of Nikkei 225 Futures as set out above. Futures are financial contract obligating the Fund as the buyer to purchase an asset (or the Fund as the seller to sell an asset), such as a security, components of the Reference Index or the Reference Index, at a predetermined future date and price. The purpose of the Nikkei 225 Futures shall be to gain indirect exposure to the Reference Index or the Benchmark.

 

The Fund may as part of its Primary Investment Strategy utilize currency forwards. A currency forward is an agreement between two counterparties in which the Fund agrees to delivery one currency in exchange for another currency at a pre-agreed exchange rate (i.e. the forward rate). The Fund may also utilise currency swaps. Currency swaps are agreements between two parties to exchange future payments in one currency for payments in another currency

 

In addition, in seeking to implement its investment objective of replicating the performance of the Benchmark, the Fund may also in exceptional circumstances where components of the Reference Index are unavailable hold similar type securities to the components of the Reference Index which are not comprised in the Reference Index. Such similar type securities include, for example, securities for which there has been an announcement that they will shortly be included in the Reference Index and securities with similar characteristics to the components of the Nikkei Stock Average (as further detailed above) that will allow the Fund to deliver the performance of the Reference Index. Consequently, the prime criterion for selecting the similar type securities is not their perceived attractiveness or potential growth or value but rather their suitability in terms of attaining the investment objective of replicating the performance of the Reference Index. In addition, in certain exceptional circumstances as set out above, the Fund may invest in other exchange traded funds ("ETFs") which gain exposure to the Reference Index allowing the Fund to deliver the performance of the Reference Index. Where the Fund does invest in ETFs will be in accordance with the requirements of the Central Bank's Guidance Note 2/03.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus

under "Investment Objectives and Policies" and under "Investment Restrictions".

Secondary Investment Strategy of the Fund (Synthetic Replication)

 

The current intention of the Fund is to gain exposure to the Reference Index through the Primary Investment Strategy as detailed above, however the Fund may also invest in Swaps (each swap being an agreement between the Company on behalf of the Fund and an Approved Counterparty pursuant to a master agreement in accordance with the requirements of the International Swaps and Derivatives Association), and such swaps may include funded, unfunded or total return (as further described in the Prospectus under "Use of Derivative Contracts - Swaps") (the "Swaps"). For the avoidance of doubt, the Fund may not invest in funded swaps. The purpose of the Swaps shall be to gain indirect exposure to the Reference Index or the Benchmark. The Fund may enter into Swaps with an Approved Counterparty pursuant to which a Fund will be entitled to receive from the Approved Counterparty the performance of the components of the Reference Index in exchange for the payment to the Approved Counterparty of (i) where the swap is funded, some or all of the net proceeds of any issue of Shares; and (ii) where the swap is unfunded, payments linked to the return on some or all of the components of the Reference Index held by a Fund.

 

The current intention of the Fund is to gain exposure to the Reference Index via the Primary Investment Strategy. However, the Fund may, having due regard to the best interests of Shareholders, decide from time to time to switch partially or totally between the Primary Investment Strategy and the Secondary Investment Strategy where, for example, it is no longer possible to purchase securities of the Reference Index. The Company shall inform Shareholders in advance of any such switch and the Supplement shall be updated accordingly.

 

Each Approved Counterparty to the Swaps and the Company on behalf of the Fund have entered into a master agreement (including any supporting agreements) and will enter into confirmations for each Swap transaction. Such confirmations may be entered into before or after the relevant transaction and may be in electronic form.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".

Tracking Error

 

The performance of each Share Class on each Dealing Day is expected to reflect the performance of the Benchmark for that day after expenses.

 

The anticipated level of tracking error in normal conditions after fees is 0.2 % per annum.

 

One of the primary drivers of tracking error is the difference between a Fund's holdings and Reference Index constituents. Cash management and trading costs from rebalancing can also have an impact on tracking error. Fund may also have a tracking error due to withholding tax suffered by the Company and/or a Fund on any income received from its Investments.

 

Further information on the index replication strategy is contained in the main body of the Prospectus under the heading 'Tracking Error'.

Use of Derivative Contracts

 

Information is provided in the Prospectus of the Company under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management"

 

Securities Lending and Repurchase Transactions

 

Investors should note that the Fund may also engage in securities lending and repurchase transactions (for the purposes of efficient portfolio and cash management and not for investment purposes) as further described under "Securities Lending and Repurchase Transactions" and "Collateral Policy" sections in the main body of the Prospectus.

Efficient Portfolio Management

 

The Company may also (for the purposes of efficient portfolio and cash management and not for investment purposes), invest in cash deposits, money market instruments and units of UCITS regulated money market collective investment schemes.

 

Further information on efficient portfolio management is contained in the main body of the Prospectus under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management".

Borrowings and Lending Powers

 

In accordance with the general provisions set out in the Prospectus under the heading "Borrowing and Lending Powers", the Company on behalf of the Fund may borrow up to 10% of the Net Asset Value of the Fund on a temporary basis. Such borrowings may only be used for short term liquidity purposes.

Leverage

 

The global exposure which the Fund gains from the use of financial derivative instruments will be measured using the commitment approach in accordance with the requirements of the Central Bank.

 

The expected level of leverage implemented by the Fund is 0% of its Net Asset Value. However the Benchmark that the Fund seeks to replicate incorporates a foreign currency hedging methodology which may result in leverage being generated from time to time on an intra-month basis. The maximum global exposure and resulting maximum leverage of the Fund is 50% of its Net Asset Value. Any leverage within the Benchmark will be removed when the FX component of the Benchmark is rebalanced each month.

Dividend Policy

 

Investors should refer to the information contained in the "Dividend Policy" section in the main body of the Prospectus.

 

The Fund does not intend to issue dividends.

Investment Restrictions

 

Investors in particular must note that the general investment restrictions set out under "Investment Restrictions" in the Prospectus apply to the Fund. In addition the following investment restrictions shall apply to the Fund:

 

The Fund may avail of the higher investment limits allowed to certain index replicating funds, as described at paragraph 6.6 of the section of the Prospectus headed "Investment Restrictions".

 

No Share Class of the Fund will invest more than 10% of its assets in units or shares of other UCITS or other CIS in order to be eligible for investments by UCITS governed by the UCITS Directive.

 

If the investment limits of the Fund are exceeded for reasons beyond the control of the Directors, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of the Shareholders.

 

The Fund as set above utilises the replication strategy accordingly, investment in any Share Class should be considered to provide a direct exposure to the Benchmark.

 

Details of the Fund's tracking error and trading difference is set out in the section of the Prospectus entitled "Tracking Error".

Fund Details

 

Investment Manager

Nomura Alternative Investment Management (Europe) Limited

Sub-Investment Manager

Nomura Asset Management Co., Limited

 

Distributors

Nomura Asset Management U.K. Limited

Nomura International plc

Fund Type

Open-ended

Base Currency

EUR

Business Day

Any day (except Saturday or Sunday) on which commercial banks and markets are open for business in London and Tokyo (or such other day as the Directors may from time to time determine and notify in advance to Shareholders)

Dealing Day

Any Business Day

Investor Trade Remittance Cut-off

3.00 p.m. (Dublin time) on the Investor Trade Remittance Day immediately preceding the relevant Dealing Day.

Valuation Point

4.00 p.m. (Dublin time) on each Dealing Day

Initial Offer Period

The Initial Offer Period will start at 9:00 a.m. (Dublin Time) on 14 January 2014 and close at 4:00 p.m. (Dublin Time) on 14 January 2014 or such earlier or later dates as the Directors may determine.

Initial Issue Price

100 EUR

Launch Date

15 January 2015

Minimum Fund Size

10,000,000 EUR or any such amount as maybe decided by the Directors from time to time in their full discretion

Settlement Date

Up to 4 Target and Tokyo Business Days after the relevant Dealing Day.

Publication of Share Prices

Up to one Business Day after the relevant Dealing Day - information on Fund Assets and the Fund's iNAV is set out on the Website.

Target and Tokyo Business Day is any day (except Saturday or Sunday) on which commercial banks and markets are open for settlement in Target and Tokyo.

The Fund will only accept cash subscriptions, unless the Directors determine otherwise.

Description of Share Classes

 

 

Classes of Share

Launch date

Minimum Subscription

Amount

Minimum Redemption

Amount

Minimum Holdings

ISIN

Accumulation or Income

EUR

15 January 2015

 30,000 Share (or equivalent cash amount)

30,000 Share (or equivalent cash amount)

The equivalent cash amount of 1 Share

IE00BSKS1J57

Accumulation

 

 

Intra-Day Portfolio Value ("iNAV")

 

Further information on intra-day portfolio value is contained in the main body of the Prospectus under the heading "Intra-Day Portfolio Value".

 

Fees and Expenses

 

The following table describes the fees and expenses you may pay if you buy and hold Shares and will not be incurred by the Company on behalf the Fund, and accordingly will not affect the Net Asset Value of the relevant Share Class of the Fund.

 

Shareholder Fees

(fees paid directly from your investment)

Fees / Percentage

TER per Share Class

Up to 0.60% per annum

Subscription Charge

Up to 5% of the Net Asset Value

Redemption Charge

Up to 3% of the Net Asset Value per share

Switching Charge

Up to 3% of the net asset value of Shares exchanged

The TER is payable to the Investment Manager, and the Investment Manager is then responsible for the payment of all other operational expenses of the Fund.

 

The Promoter shall discharge the fees associated with the establishment and approval of the Fund.

 

This section headed "Fees and Expenses" should be read in conjunction with the sections headed "Fees and Expenses" and "Issue and Repurchase Price/Calculation of Net Asset Value/Valuation of Assets" in the Prospectus.

 

Risk Factors

 

Investors should refer to the Prospectus under the heading "Risk Factors" for disclosure of risks.

 

Disruption Events

 

Investors should refer to the information contained in the "Disruption Events" section in the main body of the Prospectus.

 

Miscellaneous

 

The Company has one additional sub-fund.

 

1 Nomura Nikkei 225 USD-Hedged UCITS ETF;

2 Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF; and

3 Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF.

 

 

 

Disclaimers

 

THE NIKKEI 225 IS A COPYRIGHTED MATERIAL CALCULATED IN A METHODOLOGY INDEPENDENTLY DEVELOPED AND CREATED BY NIKKEI INC., AND NIKKEI INC. IS THE SOLE EXCLUSIVE OWNER OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE NIKKEI 225 ITSELF AND THE METHODOLOGY TO CALCULATE THE NIKKEI 225.

 

NIKKEI DIGITAL MEDIA INC. AS AUTHORIZED BY NIKKEI INC. GRANTED A LICENSE TO THE LICENSEE TO USE THE NIKKEI 225 AS BASIS FOR THE FUND.

 

THE INTELLECTUAL PROPERTY AND ANY OTHER RIGHTS IN THE MARKS TO INDICATE NIKKEI AND THE NIKKEI 225 SHALL BE VESTED IN NIKKEI INC.

 

NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. DOES NOT SPONSOR, SUPPORT, SELL OR MARKET THE FUND. NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. HAS - BESIDES GRANTING THE LICENSE TO THE LICENSEE TO USE CERTAIN TRADEMARKS AND TO USE THE NIKKEI 225 FOR THE FUND - NO CONNECTION WITH THE FUND. THE LICENSE AGREEMENT BETWEEN NIKKEI DIGITAL MEDIA, INC. AND THE LICENSEE DOES NOT PROVIDE ANY RIGHTS TO ANY THIRD PARTIES.

 

THE FUND IS MANAGED EXCLUSIVELY AT THE RISK OF THE LICENSEE AND NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. SHALL ASSUME NO OBLIGATION OR RESPONSIBILITY FOR ITS MANAGEMENT AND TRANSACTIONS OF THE FUND. NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. IS NOT RESPONSIBLE FOR THE ACCURACY AND THE CALCULATION OF THE FUND OR THE DATA CONTAINED THEREIN.

 

NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. SHALL NOT HAVE THE OBLIGATION TO CONTINUOUSLY ANNOUNCE THE NIKKEI 225 AND SHALL NOT BE LIABLE FOR ANY ERROR, DELAY, INTERRUPTION, SUSPENSION OR CESSATION OF ANNOUNCEMENT THEREOF; AND NIKKEI INC. AND NIKKEI DIGITAL MEDIA, INC. SHALL HAVE THE RIGHT TO CHANGE THE DESCRIPTION OF THE STOCKS INCLUDED IN THE NIKKEI 225, THE CALCULATION METHODOLOGY OF THE NIKKEI 225 OR ANY OTHER DETAILS OF THE NIKKEI 225 AND SHALL HAVE THE RIGHT TO SUSPEND OR CEASE THE ANNOUNCEMENT OF THE NIKKEI 225 WITHOUT OWNING ANY LIABILITY TO THE LICENSOR OR ANY OTHER THIRD PARTY.

 

THE DIRECTORS OF THE COMPANY AND THE INVESTMENT MANAGER TOGETHER THE "RESPONSIBLE PARTIES" DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DESCRIPTION RELATING TO THE REFERENCE INDEX OR ANY DATA INCLUDED THEREIN AND THE RESPONSIBLE PARTIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS HEREIN. THE APPROVED RESPONSIBLE PARTIES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE FUND, ANY SHAREHOLDER IN THE FUND, OR TO ANY OTHER PERSON OR ENTITY IN RESPECT OF THE INDEX DESCRIBED HEREIN.

 

THE INDEX PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE REFERENCE INDEX OR STRATEGY OR ANY DATA INCLUDED HEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE INDEX PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Appendix 2

 

Nomura Nikkei 225 USD-Hedged UCITS ETF

 

Supplement to the Prospectus

 

 

 

 

This Supplement contains information in relation to the Nomura Nikkei 225 USD-Hedged UCITS ETF (the "Fund"), a sub-fund of Nomura NEXT FUNDS Ireland plc (the "Company") an umbrella type open-ended investment company with variable capital, governed by the laws of Ireland and authorised by the Central Bank of Ireland (the "Central Bank") of Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

 

This Supplement forms part of, and must be read in conjunction with, the Prospectus of the Company dated 23 December 2014, as may be amended, supplemented or modified from time to time, (the "Prospectus") and may not be distributed unless accompanied by the Prospectus (other than to prior recipients of the Prospectus).

 

THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SHARES REPRESENTING INTERESTS IN THE FUND DESCRIBED IN THIS SUPPLEMENT YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF SUCH AN INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS SUPPLEMENT YOU SHOULD TAKE ADVICE FROM AN APPROPRIATELY QUALIFIED ADVISOR.

Capitalised terms used in this Supplement will have the meanings given to them in the Definitions section below or in the Prospectus.

 

In addition to investing in equities and equity related securities, transferable securities and other eligible assets, it is the intention of the Company to invest on behalf of the Fund in financial derivative instruments ("FDIs") for investment and efficient portfolio management purposes, where applicable.

 

Investors should note that the Sub-Fund may invest principally in FDI. This may expose the Fund to particular risks involving FDI. The risks attached to investments in FDIs are set out in the Prospectus under the section headed "Risk Factors".

 

You should inform yourself as to (a) the possible tax consequences, (b) the legal and regulatory requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which you might encounter under the laws of the country of your citizenship, residence or domicile and which might be relevant to your purchase, holding or disposal of the Shares.

Nomura NEXT FUNDS Ireland plc

 

An umbrella fund with segregated liability between the sub-funds

 

 

Dated 30 March 2015[ ] 2016

 

 

 

IMPORTANT INFORMATION

 

 

Suitability of Investment

The Shares are not principal protected. The value of the Shares may go up or down and you may not get back the amount you have invested. See the section headed "Risk Factors" of the Prospectus for a discussion of certain risks that should be considered by you.

 

An investment in the Shares is only suitable for you if you (either alone or with the help of an appropriate financial or other advisor) are able to assess the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result from such an investment. The contents of this document are not intended to contain and should not be regarded as containing advice relating to legal, taxation, investment or any other matters.

Profile of a Typical Investor

The Fund is suitable for investors seeking capital appreciation and who are prepared to accept a high level of volatility. Investment in the Fund should be viewed as a medium to long term investment.

Responsibility

The Directors (whose names appear under the heading "Directors of the Company" of the Prospectus) accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement when read together with the Prospectus (as complemented, modified or supplemented by this Supplement) is in accordance with the facts as at the date of this Supplement and does not omit anything likely to affect the import of such information.

 

General

This Supplement sets out information in relation to the Shares and the Fund. You must also refer to the Prospectus which is separate to this document and describes the Company and provides general information about offers of shares in the Company. You should not take any action in respect of the Shares unless you have received a copy of the Prospectus. Should there be any inconsistency between the contents of the Prospectus and this Supplement, the contents of this Supplement will, to the extent of any such inconsistency, prevail. This Supplement and the Prospectus should both be carefully read in their entirety before any investment decision with respect to Shares is made.

 

As of the date of this Supplement, the Company does not have any loan capital (including term loans) outstanding or created but unissued and no outstanding mortgages, charges or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities.

 

Application has been made to the Irish Stock Exchange for the USD Shares of the Fund to be admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the date of this Supplement. The Prospectus of the Company and this Supplement, including all information required to be disclosed by the listing requirements of the Irish Stock Exchange, constitute listing particulars for the purpose of listing the USD Shares of the Fund on the Irish Stock Exchange.

 

Neither the admission of the USD Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange nor the approval of this Supplement and the Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of service providers to or any other party connected with the Fund, the adequacy of information contained in this Supplement or the Prospectus or the suitability of the Fund for investment purposes.

 

Distribution of this Supplement and Selling Restrictions

 

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the latest annual report and audited accounts of the Company and the Fund (other than to prior recipients of the Prospectus) and if published after such report, a copy of the then latest semi-annual report and unaudited accounts. The distribution of this Supplement and the offering or purchase of the Shares may be restricted in certain jurisdictions. If you receive a copy of this Supplement and/or the Prospectus you may not treat such document(s) as constituting an offer, invitation or solicitation to you to subscribe for any Shares unless, in the relevant jurisdiction, such an offer, invitation or solicitation could lawfully be made to you without compliance with any registration or other legal requirement other than those with which the Company has already complied. If you wish to apply for the opportunity to purchase any Shares it is your duty to inform yourself of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, you should inform yourself as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of your respective citizenship, residence or domicile.

 

Definitions

 

Words and expressions defined in the Prospectus will, unless otherwise defined in this Supplement, have the same meaning when used in this Supplement.

Investment Manager

 

The Company has appointed Nomura Alternative Investment Management (Europe) Limited (the "Investment Manager") as Investment Manager to manage and invest the assets of the Fund in accordance with the investment objective, policies and restrictions described in this Supplement and the Prospectus.

 

 

 

 

 

 

TERMS OF THE SHARES REPRESENTING INTERESTS IN THE FUND

 

 

 

Exchange Traded Fund

 

The Fund is an Exchange Traded Fund ("ETF"). The Shares of this Fund (where they are listed on the Relevant Stock Exchanges) are fully transferable among investors. It is envisaged that Shares will be bought and sold by public and institutional investors in the secondary market in the same way as the ordinary shares of a listed trading company.

 

The Directors of the Company may create new Share Classes from time to time, provided that the creation of any such new Share Classes is notified in advance to and cleared by the Central Bank. A separate pool of assets will not be maintained for each of the Share Classes.

 

Investment Objective

 

The investment objective of the Fund is to replicate the performance, less the applicable Total Expense Ratio, of the Nikkei 225 Total Return USD Hedged Index (the "Benchmark"), a USD-hedged version of the Nikkei 225 Total Return Index (the "Reference Index"), which is designed to reflect the performance of the shares of certain companies in Japan.

General Description of the Reference Index and the Benchmark

 

The Reference Index is the total return version of the Nikkei Stock Average (the "Nikkei Stock Average"); the Tokyo stock market index calculated since 1950 and published by the Japanese newspaper Nihon Keizai Shimbun / Nikkei Inc. (the "Index Provider").

 

The Nikkei Stock Average is a price-weighted index comprised of 225 highly liquid stocks selected from Japanese domestic securities which are traded on the Tokyo Stock Exchange First Section. The Tokyo Exchange First Section is for the largest companies - often referred to as 'blue chip' companies. Constituents of the Reference Index are selected on the basis of two factors, the liquidity of the stock and the sector balance. The Reference Index only selects the most liquid of the equities included on the Tokyo Stock Exchange. The Nikkei Stock Average and the Reference Index are calculated daily in Japanese Yen.

 

The Benchmark is a version of the Reference Index, currency-hedged into the relevant currency (USD) to reduce the impact of exchange rate fluctuations between the Benchmark's currency and the Reference Index currency.

 

The index value in respect of the Benchmark is determined in accordance with the relevant Benchmark calculation methodology.

 

There will be no active management of the Benchmark so as to enhance returns beyond those embedded in the rules of the Benchmark.

 

Index Provider

 

The Reference Index and the Benchmark are sponsored by Nikkei Inc. and/or Nikkei Digital Media Inc. and more details on the Reference Index can be found on the Index Provider's website.

 

Further description of the Reference Index, the Benchmark, their detailed methodologies as well as their respective daily level can be found on the Index Provider's website: http://indexes.nikkei.co.jp/en/nkave.

 

The Reference Index is rebalanced on an annual basis.

 

The Reference Index and the Benchmark are calculated in Japanese Yen and US Dollar respectively.

Primary Investment Strategy of the Fund (Physical Replication)

 

In order to seek to achieve the investment objective, the Investment Manager, on behalf of the Fund, will invest, using a replication strategy:

 

(iv) in the 225 components of the Reference Index (in accordance with the index guidelines of the Nikkei Stock Average being the rules that govern the selection of and weightings of the components of the Reference Index);

 

(v) marginally, in Derivative Contracts (the "Nikkei 225 Futures") relative to the Reference Index subject to the Investment Restrictions set forth in the Prospectus; and

 

(vi) in currency forwards and other currency instruments (such as currency swaps) in order to deliver the performance due to the FX component of the Benchmark.

 

In order to replicate the performance of the Reference Index, the Investment Manager will invest in line with (i) and (ii) above, however in certain circumstances, there might be size, liquidity, market constraints that would not allow the Fund to invest through (i) and thus to obtain the exposure to the Reference Index, the Fund investment would happen through (ii). The Fund will utilise (iii) to replicate the FX component of the Benchmark.

The Fund may gain exposure to the Reference Index through the use of Nikkei 225 Futures as set out above. Futures are financial contract obligating the Fund as the buyer to purchase an asset (or the Fund as the seller to sell an asset), such as a security, components of the Reference Index or the Reference Index, at a predetermined future date and price. The purpose of the Nikkei 225 Futures shall be to gain indirect exposure to the Reference Index or the Benchmark.

 

The Fund may as part of its Primary Investment Strategy utilize currency forwards. A currency forward is an agreement between two counterparties in which the Fund agrees to delivery one currency in exchange for another currency at a pre-agreed exchange rate (i.e. the forward rate). The Fund may also utilise currency swaps. Currency swaps are agreements between two parties to exchange future payments in one currency for payments in another currency

 

In addition, in seeking to implement its investment objective of replicating the performance of the Benchmark, the Fund may also in exceptional circumstances where components of the Reference Index are unavailable hold similar type securities to the components of the Reference Index which are not comprised in the Reference Index. Such similar type securities include, for example, securities for which there has been an announcement that they will shortly be included in the Reference Index and securities with similar characteristics to the components of the Nikkei Stock Average (as further detailed above) that will allow the Fund to deliver the performance of the Reference Index. Consequently, the prime criterion for selecting the similar type securities is not their perceived attractiveness or potential growth or value but rather their suitability in terms of attaining the investment objective of replicating the performance of the Reference Index. In addition, in certain exceptional circumstances as set out above, the Fund may invest in other exchange traded funds ("ETFs") which gain exposure to the Reference Index allowing the Fund to deliver the performance of the Reference Index. Where the Fund does invest in ETFs will be in accordance with the requirements of the Central Bank's Guidance Note 2/03.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus

under "Investment Objectives and Policies" and under "Investment Restrictions".

Secondary Investment Strategy of the Fund (Synthetic Replication)

 

The current intention of the Fund is to gain exposure to the Reference Index through the Primary Investment Strategy as detailed above, however the Fund may also invest in Swaps (each swap being an agreement between the Company on behalf of the Fund and an Approved Counterparty pursuant to a master agreement in accordance with the requirements of the International Swaps and Derivatives Association), and such swaps may include funded, unfunded or total return (as further described in the Prospectus under "Use of Derivative Contracts - Swaps") (the "Swaps"). For the avoidance of doubt, the Fund may not invest in funded swaps. The purpose of the Swaps shall be to gain indirect exposure to the Reference Index or the Benchmark. The Fund may enter into Swaps with an Approved Counterparty pursuant to which a Fund will be entitled to receive from the Approved Counterparty the performance of the components of the Reference Index in exchange for the payment to the Approved Counterparty of (i) where the swap is funded, some or all of the net proceeds of any issue of Shares; and (ii) where the swap is unfunded, payments linked to the return on some or all of the components of the Reference Index held by a Fund.

 

The current intention of the Fund is to gain exposure to the Reference Index via the Primary Investment Strategy. However, the Fund may, having due regard to the best interests of Shareholders, decide from time to time to switch partially or totally between the Primary Investment Strategy and the Secondary Investment Strategy where, for example, it is no longer possible to purchase securities of the Reference Index. The Company shall inform Shareholders in advance of any such switch and the Supplement shall be updated accordingly.

 

Each Approved Counterparty to the Swaps and the Company on behalf of the Fund have entered into a master agreement (including any supporting agreements) and will enter into confirmations for each Swap transaction. Such confirmations may be entered into before or after the relevant transaction and may be in electronic form.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".

Tracking Error

 

The performance of each Share Class on each Dealing Day is expected to reflect the performance of the Benchmark for that day after expenses.

 

The anticipated level of tracking error in normal conditions after fees is 0.2 % per annum.

 

One of the primary drivers of tracking error is the difference between a Fund's holdings and Reference Index constituents. Cash management and trading costs from rebalancing can also have an impact on tracking error. Fund may also have a tracking error due to withholding tax suffered by the Company and/or a Fund on any income received from its Investments.

 

Further information on the index replication strategy is contained in the main body of the Prospectus under the heading 'Tracking Error'.

 

Use of Derivative Contracts

 

Information is provided in the Prospectus of the Company under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management"

 

Securities Lending and Repurchase Transactions

 

Investors should note that the Fund may also engage in securities lending and repurchase transactions (for the purposes of efficient portfolio and cash management and not for investment purposes) as further described under "Securities Lending and Repurchase Transactions" and "Collateral Policy" sections in the main body of the Prospectus.

Efficient Portfolio Management

 

The Company may also (for the purposes of efficient portfolio and cash management and not for investment purposes), invest in cash deposits, money market instruments and units of UCITS regulated money market collective investment schemes.

 

Further information on efficient portfolio management is contained in the main body of the Prospectus under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management".

Borrowings and Lending Powers

 

In accordance with the general provisions set out in the Prospectus under the heading "Borrowing and Lending Powers", the Company on behalf of the Fund may borrow up to 10% of the Net Asset Value of the Fund on a temporary basis. Such borrowings may only be used for short term liquidity purposes.

Leverage

 

The global exposure which the Fund gains from the use of financial derivative instruments will be measured using the commitment approach in accordance with the requirements of the Central Bank.

 

The expected level of leverage implemented by the Fund is 0% of its Net Asset Value. However the Benchmark that the Fund seeks to replicate incorporates a foreign currency hedging methodology which may result in leverage being generated from time to time on an intra-month basis. The maximum global exposure and resulting maximum leverage of the Fund is 50% of its Net Asset Value. Any leverage within the Benchmark will be removed when the FX component of the Benchmark is rebalanced each month.

Dividend Policy

 

Investors should refer to the information contained in the "Dividend Policy" section in the main body of the Prospectus.

 

The Fund does not intend to issue dividends.

Investment Restrictions

 

Investors in particular must note that the general investment restrictions set out under "Investment Restrictions" in the Prospectus apply to the Fund. In addition the following investment restrictions shall apply to the Fund:

 

The Fund may avail of the higher investment limits allowed to certain index replicating funds, as described at paragraph 6.6 of the section of the Prospectus headed "Investment Restrictions".

 

No Share Class of the Fund will invest more than 10% of its assets in units or shares of other UCITS or other CIS in order to be eligible for investments by UCITS governed by the UCITS Directive.

 

If the investment limits of the Fund are exceeded for reasons beyond the control of the Directors, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of the Shareholders.

 

The Fund as set above utilises the replication strategy accordingly, investment in any Share Class should be considered to provide a direct exposure to the Benchmark.

 

Details of the Fund's tracking error and trading difference is set out in the section of the Prospectus entitled "Tracking Error".

Fund Details

 

Investment Manager

Nomura Alternative Investment Management (Europe) Limited

Sub-Investment Manager

Nomura Asset Management Co., Limited

 

Distributors

Nomura Asset Management U.K. Limited

Nomura International plc

Fund Type

Open-ended

Base Currency

USD

Business Day

Any day (except Saturday or Sunday) on which commercial banks and markets are open for business in London and Tokyo (or such other day as the Directors may from time to time determine and notify in advance to Shareholders)

Dealing Day

Any Business Day

Investor Trade Remittance Cut-off

3.00 p.m. (Dublin time) on the Investor Trade Remittance Day immediately preceding the relevant Dealing Day.

Valuation Point

4.00 p.m. (Dublin time) on each Dealing Day

Initial Offer Period

The Initial Offer Period will start at 9:00 a.m. (Dublin Time) on 14 January 2014 and close at 4:00 p.m. (Dublin Time) on14 January 2014 or such earlier or later dates as the Directors may determine.

Initial Issue Price

100 USD

Launch Date

15 January 2015

Minimum Fund Size

10,000,000 USD or any such amount as maybe decided by the Directors from time to time in their full discretion

Settlement Date

Up to 4 New York and Tokyo Business Days after the relevant Dealing Day.

Publication of Share Prices

Up to one Business Day after the relevant Dealing Day - information on Fund Assets and the Fund's iNAV is set out on the Website.

New York and Tokyo Business Day is any day (except Saturday or Sunday) on which commercial banks and markets are open for settlement in New York and Tokyo.

The Fund will only accept cash subscriptions, unless the Directors determine otherwise.

Description of Share Classes

 

 

Classes of Share

Launch date

Minimum Subscription

Amount

Minimum Redemption

Amount

Minimum Holdings

ISIN

Accumulation or Income

USD

15 January 2015

 40,000 Share (or equivalent cash amount)

40,000 Share (or equivalent cash amount)

The equivalent cash amount of 1 Share

IE00BSMSXM06

 

Accumulation

 

 

Intra-Day Portfolio Value ("iNAV")

 

Further information on intra-day portfolio value is contained in the main body of the Prospectus under the heading "Intra-Day Portfolio Value".

 

Fees and Expenses

 

The following table describes the fees and expenses you may pay if you buy and hold Shares and will not be incurred by the Company on behalf the Fund, and accordingly will not affect the Net Asset Value of the relevant Share Class of the Fund.

 

Shareholder Fees

(fees paid directly from your investment)

Fees / Percentage

TER per Share Class

Up to 0.60% per annum

Subscription Charge

Up to 5% of the Net Asset Value

Redemption Charge

Up to 3% of the Net Asset Value per share

Switching Charge

Up to 3% of the net asset value of Shares exchanged

The TER is payable to the Investment Manager, and the Investment Manager is then responsible for the payment of all other operational expenses of the Fund.

 

The Promoter shall discharge the fees associated with the establishment and approval of the Fund.

 

This section headed "Fees and Expenses" should be read in conjunction with the sections headed "Fees and Expenses" and "Issue and Repurchase Price/Calculation of Net Asset Value/Valuation of Assets" in the Prospectus.

 

Risk Factors

 

Investors should refer to the Prospectus under the heading "Risk Factors" for disclosure of risks.

 

Disruption Events

 

Investors should refer to the information contained in the "Disruption Events" section in the main body of the Prospectus.

 

Miscellaneous

 

The Company has one additional sub-fund.

 

1 Nomura Nikkei 225 EUR-Hedged UCITS ETF;

2 Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF; and

3 Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF.

 

 

Disclaimers

 

THE NIKKEI 225 IS A COPYRIGHTED MATERIAL CALCULATED IN A METHODOLOGY INDEPENDENTLY DEVELOPED AND CREATED BY NIKKEI INC., AND NIKKEI INC. IS THE SOLE EXCLUSIVE OWNER OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE NIKKEI 225 ITSELF AND THE METHODOLOGY TO CALCULATE THE NIKKEI 225.

 

NIKKEI DIGITAL MEDIA INC. AS AUTHORIZED BY NIKKEI INC. GRANTED A LICENSE TO THE LICENSEE TO USE THE NIKKEI 225 AS BASIS FOR THE FUND.

 

THE INTELLECTUAL PROPERTY AND ANY OTHER RIGHTS IN THE MARKS TO INDICATE NIKKEI AND THE NIKKEI 225 SHALL BE VESTED IN NIKKEI INC.

 

NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. DOES NOT SPONSOR, SUPPORT, SELL OR MARKET THE FUND. NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. HAS - BESIDES GRANTING THE LICENSE TO THE LICENSEE TO USE CERTAIN TRADEMARKS AND TO USE THE NIKKEI 225 FOR THE FUND - NO CONNECTION WITH THE FUND. THE LICENSE AGREEMENT BETWEEN NIKKEI DIGITAL MEDIA, INC. AND THE LICENSEE DOES NOT PROVIDE ANY RIGHTS TO ANY THIRD PARTIES.

 

THE FUND IS MANAGED EXCLUSIVELY AT THE RISK OF THE LICENSEE AND NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. SHALL ASSUME NO OBLIGATION OR RESPONSIBILITY FOR ITS MANAGEMENT AND TRANSACTIONS OF THE FUND. NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. IS NOT RESPONSIBLE FOR THE ACCURACY AND THE CALCULATION OF THE FUND OR THE DATA CONTAINED THEREIN.

 

NIKKEI INC. AND/OR NIKKEI DIGITAL MEDIA, INC. SHALL NOT HAVE THE OBLIGATION TO CONTINUOUSLY ANNOUNCE THE NIKKEI 225 AND SHALL NOT BE LIABLE FOR ANY ERROR, DELAY, INTERRUPTION, SUSPENSION OR CESSATION OF ANNOUNCEMENT THEREOF; AND NIKKEI INC. AND NIKKEI DIGITAL MEDIA, INC. SHALL HAVE THE RIGHT TO CHANGE THE DESCRIPTION OF THE STOCKS INCLUDED IN THE NIKKEI 225, THE CALCULATION METHODOLOGY OF THE NIKKEI 225 OR ANY OTHER DETAILS OF THE NIKKEI 225 AND SHALL HAVE THE RIGHT TO SUSPEND OR CEASE THE ANNOUNCEMENT OF THE NIKKEI 225 WITHOUT OWNING ANY LIABILITY TO THE LICENSOR OR ANY OTHER THIRD PARTY.

 

THE DIRECTORS OF THE COMPANY AND THE INVESTMENT MANAGER TOGETHER THE "RESPONSIBLE PARTIES" DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DESCRIPTION RELATING TO THE REFERENCE INDEX OR ANY DATA INCLUDED THEREIN AND THE RESPONSIBLE PARTIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS HEREIN. THE APPROVED RESPONSIBLE PARTIES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE FUND, ANY SHAREHOLDER IN THE FUND, OR TO ANY OTHER PERSON OR ENTITY IN RESPECT OF THE INDEX DESCRIBED HEREIN.

 

THE INDEX PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE REFERENCE INDEX OR STRATEGY OR ANY DATA INCLUDED HEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE INDEX PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

 

Appendix 3

 

Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF

 

Supplement to the Prospectus

 

 

 

 

This Supplement contains information in relation to the Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF (the "Fund"), a sub-fund of Nomura NEXT FUNDS Ireland plc (the "Company") an umbrella type open-ended investment company with variable capital, governed by the laws of Ireland and authorised by the Central Bank of Ireland (the "Central Bank") of Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

 

This Supplement forms part of, and must be read in conjunction with, the Prospectus of the Company dated 23 December 2014, as may be amended, supplemented or modified from time to time, (the "Prospectus") and may not be distributed unless accompanied by the Prospectus (other than to prior recipients of the Prospectus).

 

THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SHARES REPRESENTING INTERESTS IN THE FUND DESCRIBED IN THIS SUPPLEMENT YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF SUCH AN INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS SUPPLEMENT YOU SHOULD TAKE ADVICE FROM AN APPROPRIATELY QUALIFIED ADVISOR.

Capitalised terms used in this Supplement will have the meanings given to them in the Definitions section below or in the Prospectus.

 

In addition to investing in equities and equity related securities, transferable securities and other eligible assets, it is the intention of the Company to invest on behalf of the Fund in financial derivative instruments ("FDIs") for investment and efficient portfolio management purposes, where applicable.

 

Investors should note that the Sub-Fund may invest principally in FDI. This may expose the Fund to particular risks involving FDI. The risks attached to investments in FDIs are set out in the Prospectus under the section headed "Risk Factors".

 

You should inform yourself as to (a) the possible tax consequences, (b) the legal and regulatory requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which you might encounter under the laws of the country of your citizenship, residence or domicile and which might be relevant to your purchase, holding or disposal of the Shares.

Nomura NEXT FUNDS Ireland plc

 

An umbrella fund with segregated liability between the sub-funds

 

 

Dated 15 May 2015[ ] 2016

 

 

 

IMPORTANT INFORMATION

 

 

Suitability of Investment

The Shares are not principal protected. The value of the Shares may go up or down and you may not get back the amount you have invested. See the section headed "Risk Factors" of the Prospectus for a discussion of certain risks that should be considered by you.

 

An investment in the Shares is only suitable for you if you (either alone or with the help of an appropriate financial or other advisor) are able to assess the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result from such an investment. The contents of this document are not intended to contain and should not be regarded as containing advice relating to legal, taxation, investment or any other matters.

Profile of a Typical Investor

The Fund is suitable for investors seeking capital appreciation and who are prepared to accept a high level of volatility. Investment in the Fund should be viewed as a medium to long term investment.

Responsibility

The Directors (whose names appear under the heading "Directors of the Company" of the Prospectus) accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement when read together with the Prospectus (as complemented, modified or supplemented by this Supplement) is in accordance with the facts as at the date of this Supplement and does not omit anything likely to affect the import of such information.

 

General

This Supplement sets out information in relation to the Shares and the Fund. You must also refer to the Prospectus which is separate to this document and describes the Company and provides general information about offers of shares in the Company. You should not take any action in respect of the Shares unless you have received a copy of the Prospectus. Should there be any inconsistency between the contents of the Prospectus and this Supplement, the contents of this Supplement will, to the extent of any such inconsistency, prevail. This Supplement and the Prospectus should both be carefully read in their entirety before any investment decision with respect to Shares is made.

 

As of the date of this Supplement, the Company does not have any loan capital (including term loans) outstanding or created but unissued and no outstanding mortgages, charges or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities.

 

Application has been made to the Irish Stock Exchange for the EUR Shares of the Fund to be admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the date of this Supplement. The Prospectus of the Company and this Supplement, including all information required to be disclosed by the listing requirements of the Irish Stock Exchange, constitute listing particulars for the purpose of listing the EUR Shares of the Fund on the Irish Stock Exchange. Save as disclosed in this Supplement, there has been no significant change and no significant new matter has arisen since the date of the Prospectus.

 

Neither the admission of the EUR Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange nor the approval of this Supplement and the Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of service providers to or any other party connected with the Fund, the adequacy of information contained in this Supplement or the Prospectus or the suitability of the Fund for investment purposes.

 

At the date of this Supplement none of the Directors nor any Associated Person have any beneficial interest in the share capital of the Company or any options in respect of such capital.

 

Distribution of this Supplement and Selling Restrictions

 

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the latest annual report and audited accounts of the Company and the Fund (other than to prior recipients of the Prospectus) and if published after such report, a copy of the then latest semi-annual report and unaudited accounts. The distribution of this Supplement and the offering or purchase of the Shares may be restricted in certain jurisdictions. If you receive a copy of this Supplement and/or the Prospectus you may not treat such document(s) as constituting an offer, invitation or solicitation to you to subscribe for any Shares unless, in the relevant jurisdiction, such an offer, invitation or solicitation could lawfully be made to you without compliance with any registration or other legal requirement other than those with which the Company has already complied. If you wish to apply for the opportunity to purchase any Shares it is your duty to inform yourself of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, you should inform yourself as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of your respective citizenship, residence or domicile.

 

Definitions

 

Words and expressions defined in the Prospectus will, unless otherwise defined in this Supplement, have the same meaning when used in this Supplement.

Investment Manager

 

The Company has appointed Nomura Alternative Investment Management (Europe) Limited (the "Investment Manager") as Investment Manager to manage and invest the assets of the Fund in accordance with the investment objective, policies and restrictions described in this Supplement and the Prospectus.

 

 

 

 

 

 

TERMS OF THE SHARES REPRESENTING INTERESTS IN THE FUND

 

 

 

Exchange Traded Fund

 

The Fund is an Exchange Traded Fund ("ETF"). The Shares of this Fund (where they are listed on the Relevant Stock Exchanges) are fully transferable among investors. It is envisaged that Shares will be bought and sold by public and institutional investors in the secondary market in the same way as the ordinary shares of a listed trading company.

 

The Directors of the Company may create new Share Classes from time to time, provided that the creation of any such new Share Classes is notified in advance to and cleared by the Central Bank. A separate pool of assets will not be maintained for each of the Share Classes.

 

Investment Objective

 

The investment objective of the Fund is to replicate the performance, less the applicable Total Expense Ratio, of the JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index (the "Benchmark"), a EUR-hedged version of the JPX-Nikkei 400 Total Return Index (the "Reference Index"), which is designed to reflect the performance of the shares of certain companies in Japan.

General Description of the Reference Index and the Benchmark

 

 

The Reference Index is a stock market index comprised of 400 stocks selected from among ordinary shares listed on the Tokyo Stock Exchange. The shares listed on the Tokyo Stock Exchange will be in the following sections: the first section (for large companies), the second section (for middle-sized companies) and the "Mothers" section (for high-growth and emerging companies) and the JASDAQ (together the "Relevant Sections").

 

The Reference Index is calculated and published by Japan Exchange Group, Inc. ("JPX"), Tokyo Stock Exchange, Inc. ("TSE") (hereinafter collectively called the "JPX group") and Nikkei Inc. ("Nikkei") (hereinafter the JPX group and Nikkei are collectively referred to as the "Index Provider").

 

The Reference Index shall be comprised of 400 companies' stocks, as a general rule.

 

In principle, companies are only eligible for selection in the Reference Index if they meet the four following criteria for the past three fiscal years:

(i) (1) they were listed on a Relevant Section;

(ii) (2) they had more assets than liabilities;

(iii) (3) they have no operating or overall deficit;

(iv) (4) they are not marked for delisting.

 

Companies are ranked according to (1) their trading value over three years and (2) their size (as of the Index Base Date). This ranking is then adjusted by looking at the company's three year average return on equity, its 3 year cumulative operating profits and its size, and certain qualitative corporate governance criteria such as the appointment of independent external directors and disclosure standards.

 

A periodic review of the Index constituents is conducted once a year (in August).

 

The base date for the Reference Index calculation is August 30, 2013 (the "Base Date"), and its Base value is 10,000.

 

The Reference Index is calculated on a total return basis.

 

The Benchmark is a version of the Reference Index, currency-hedged with daily adjustments into the relevant currency (EUR) to reduce the impact of exchange rate fluctuations between the Benchmark's currency and the Reference Index currency.

 

The index value in respect of the Benchmark is determined in accordance with the relevant Benchmark calculation methodology.

 

There will be no active management of the Benchmark so as to enhance returns beyond those embedded in the rules of the Benchmark.

 

Further description of the Reference Index, the Benchmark, their detailed methodologies as well as their respective daily level can be found on the Index Provider's websites: http://indexes.nikkei.co.jp/en/nkave, http://www.tse.or.jp/english/ and http://www.jpx.co.jp/en/.

 

The Reference Index is rebalanced on an annual basis.

 

The Reference Index and the Benchmark are calculated in Japanese Yen and Euro respectively.

Primary Investment Strategy of the Fund (Physical Replication)

 

In order to seek to achieve the investment objective, the Investment Manager, on behalf of the Fund, will invest, using a replication strategy:

 

(i) in the 400 components of the Reference Index (in accordance with the index guidelines of the JPX-Nikkei 400 Total Return Index being the rules that govern the selection of and weightings of the components of the Reference Index);

 

(ii) marginally, in Derivative Contracts (the " JPX-Nikkei Index 400 Futures") based on the Reference Index subject to the Investment Restrictions set forth in the Prospectus; and

 

(iii) in currency forwards and other currency instruments (including currency swaps and spot transactions) in order to deliver the performance due to the FX component of the Benchmark.

 

In order to replicate the performance of the Reference Index, the Investment Manager will invest in line with (i) and (ii) above, however in certain circumstances, there might be size, liquidity, market constraints that would not allow the Fund to invest through (i) and thus to obtain the exposure to the Reference Index, the Fund investment would happen through (ii). The Fund will utilise (iii) to replicate the FX component of the Benchmark.

 

The Fund may gain exposure to the Reference Index through the use of JPX-Nikkei Index 400 Futures as set out above. Futures are financial contract obligating the buyer to purchase an asset (or the seller to sell an asset), such as a security, components of the Reference Index at a predetermined future date and price. The purpose of the JPX-Nikkei Index 400 Futures shall be to gain indirect exposure to the Reference Index.

 

The Fund may as part of its Primary Investment Strategy utilize currency forwards. A currency forward is an agreement between two counterparties in which the Fund agrees to delivery one currency in exchange for another currency at a pre-agreed exchange rate (i.e. the forward rate). The Fund may also utilise currency swaps. Currency swaps are agreements between two parties to exchange future payments in one currency for payments in another currency.

 

In addition, in seeking to implement its investment objective of replicating the performance of the Benchmark, the Fund may also in exceptional circumstances where components of the Reference Index are unavailable hold similar type securities to the components of the Reference Index which are not comprised in the Reference Index. Such similar type securities include, for example, securities for which there has been an announcement that they will shortly be included in the Reference Index and that will allow the Fund to deliver the performance of the Reference Index. Consequently, the prime criterion for selecting the similar type securities is not their perceived attractiveness or potential growth or value but rather their suitability in terms of attaining the investment objective of replicating the performance of the Reference Index. In addition, in certain exceptional circumstances as set out above, the Fund may invest in other exchange traded funds ("ETFs") which gain exposure to the Reference Index allowing the Fund to deliver the performance of the Reference Index. Where the Fund does invest in ETFs will be in accordance with the requirements of the Central Bank's Guidance Note 2/03.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus

under "Investment Objectives and Policies" and under "Investment Restrictions".

Secondary Investment Strategy of the Fund (Synthetic Replication)

 

The current intention of the Fund is to gain exposure to the Reference Index through the Primary Investment Strategy as detailed above, however the Fund may also invest in Swaps (each swap being an agreement between the Company on behalf of the Fund and an Approved Counterparty pursuant to a master agreement in accordance with the requirements of the International Swaps and Derivatives Association), and these swaps will include funded, unfunded or total return (as further described in the Prospectus under "Use of Derivative Contracts - Swaps") (the "Swaps"). For the avoidance of doubt, the Fund may not invest in funded swaps. The purpose of the Swaps shall be to gain indirect exposure to (i) the Benchmark or (ii) the Reference Index in addition to utilising currency forwards (and other currency instruments such as currency swaps and spot transactions) for foreign exchange purposes. The Fund may enter into Swaps with an Approved Counterparty pursuant to which the Fund will be entitled to receive from the Approved Counterparty the performance of the components of the Reference Index in exchange for the payment to the Approved Counterparty of (i) where the swap is funded, some or all of the net proceeds of any issue of Shares; and (ii) where the swap is unfunded, payments linked to the return on some or all of the components of the Reference Index held by the Fund. Where funded swaps are utilised the use of some or all of the net proceeds of subscriptions may depend on whether the funded swap is exposed to the Reference Index or the Benchmark.

 

The current intention of the Fund is to gain exposure to the Reference Index via the Primary Investment Strategy. However, the Fund may, having due regard to the best interests of Shareholders, decide from time to time to switch partially or totally between the Primary Investment Strategy and the Secondary Investment Strategy where, for example, it is no longer possible to purchase securities of the Reference Index. The Company shall inform Shareholders in advance of any such switch and the Supplement shall be updated accordingly.

 

Each Approved Counterparty to the Swaps and the Company on behalf of the Fund have entered into a master agreement (including any supporting agreements) and will enter into confirmations for each Swap transaction. Such confirmations may be entered into before or after the relevant transaction and may be in electronic form.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".

Tracking Error

 

The performance of each Share Class on each Dealing Day is expected to reflect the performance of the Benchmark for that day after expenses.

 

The anticipated level of tracking error in normal conditions after fees is 0.2 % per annum.

 

One of the primary drivers of tracking error is the difference between the Fund's holdings and Reference Index constituents. Cash management and trading costs from rebalancing can also have an impact on tracking error. The Fund may also have a tracking error due to withholding tax suffered by the Company and/or the Fund on any income received from its Investments.

 

Further information on the index tracking strategy is contained in the main body of the Prospectus under the heading 'Tracking Error'.

 

Use of Derivative Contracts

 

Information is provided in the Prospectus of the Company under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management"

 

Securities Lending and Repurchase Transactions

 

Investors should note that the Fund may also engage in securities lending and repurchase transactions (for the purposes of efficient portfolio and cash management and not for investment purposes) as further described under "Securities Lending and Repurchase Transactions" and "Collateral Policy" sections in the main body of the Prospectus.

Efficient Portfolio Management

 

The Company may also (for the purposes of efficient portfolio and cash management and not for investment purposes), invest in cash deposits, money market instruments and units of UCITS regulated money market collective investment schemes.

 

Further information on efficient portfolio management is contained in the main body of the Prospectus under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management".

Borrowings and Lending Powers

 

In accordance with the general provisions set out in the Prospectus under the heading "Borrowing and Lending Powers", the Company on behalf of the Fund may borrow up to 10% of the Net Asset Value of the Fund on a temporary basis. Such borrowings may only be used for short term liquidity purposes.

Leverage

 

The global exposure which the Fund gains from the use of financial derivative instruments will be measured using the commitment approach in accordance with the requirements of the Central Bank.

 

The expected level of leverage implemented by the Fund is 0% of its Net Asset Value. However the Benchmark that the Fund seeks to replicate incorporates a foreign currency hedging methodology which may result in leverage being generated from time to time on an intra-month basis. The maximum global exposure and resulting maximum leverage of the Fund is 50% of its Net Asset Value. Any leverage within the Benchmark will be removed when the FX component of the Benchmark is rebalanced each month.

Dividend Policy

 

Investors should refer to the information contained in the "Dividend Policy" section in the main body of the Prospectus.

 

The Fund does not intend to issue dividends.

Investment Restrictions

 

Investors in particular must note that the general investment restrictions set out under "Investment Restrictions" in the Prospectus apply to the Fund. In addition the following investment restrictions shall apply to the Fund:

 

The Fund may avail of the higher investment limits allowed to certain index tracking funds, as described at paragraph 6.6 of the section of the Prospectus headed "Investment Restrictions".

 

The Fund will not invest more than 10% of its assets in units or shares of other UCITS or other CIS in order to be eligible for investments by UCITS governed by the UCITS Directive.

 

If the investment limits of the Fund are exceeded for reasons beyond the control of the Directors, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of the Shareholders.

 

The Fund as set above utilises the replication strategy accordingly, investment in any Share Class should be considered to provide a direct exposure to the Benchmark.

 

Details of the Fund's tracking error and trading difference is set out in the section of the Prospectus entitled "Tracking Error".

Fund Details

 

Investment Manager

Nomura Alternative Investment Management (Europe) Limited

Sub-Investment Manager

Nomura Asset Management Co., Limited

 

Distributors

Nomura International plc

Nomura Asset Management U.K. Limited

Fund Type

Open-ended

 Base Currency

EUR

Business Day

Any day (except Saturday or Sunday) on which commercial banks and markets are open for business in London and Tokyo (or such other day as the Directors may from time to time determine and notify in advance to Shareholders)

Dealing Day

Any Business Day

Investor Trade Remittance Cut-off

3.00 p.m. (Dublin time) on the Investor Trade Remittance Day immediately preceding the relevant Dealing Day.

Valuation Point

4.00 p.m. (Dublin time) on each Dealing Day

Initial Offer Period

The Initial Offer Period will start at 9:00 a.m. (Dublin Time) on 11 March 2015 and close at 4:00 p.m. (Dublin Time) on 27 August 2015 or such earlier or later dates as the Directors may determine.

Initial Issue Price

100 EUR

Launch Date

13 March 2015

Minimum Fund Size

10,000,000 EUR or any such amount as maybe decided by the Directors from time to time in their full discretion

Settlement Date

Up to 4 Target and Tokyo Business Days after the relevant Dealing Day.

Publication of Share Prices

Up to One Business Day after the relevant Dealing Day - information on Fund Assets and the Fund's iNAV is set out on the Website.

Target and Tokyo Business Day is any day (except Saturday or Sunday) on which commercial banks and markets are open for settlement in Target and Tokyo.

The Fund will only accept cash subscriptions, unless the Directors determine otherwise.

Description of Share Classes

 

 

Classes of Share

Launch date

Minimum Subscription

Amount

Minimum Redemption

Amount

Minimum Holdings

ISIN

Accumulation or Income

EUR

13  March 2015

30,000 Shares (or cash equivalent)

30,000 Shares (or cash equivalent)

The cash equivalent of 1 Share

IE00BVVSZ262

Accumulation

 

 

 

Intra-Day Portfolio Value ("iNAV")

 

Further information on intra-day portfolio value is contained in the main body of the Prospectus under the heading "Intra-Day Portfolio Value".

 

Fees and Expenses

 

The following table describes the fees and expenses you may pay if you buy and hold Shares and will not be incurred by the Company on behalf the Fund, and accordingly will not affect the Net Asset Value of the relevant Share Class of the Fund.

 

Shareholder Fees

(fees paid directly from your investment)

Fees / Percentage

TER per Share Class

Up to 0.45% per annum

Subscription Charge

Up to 5% of the Net Asset Value per Share

Redemption Charge

Up to 3% of the Net Asset Value per Share

Switching Charge

Up to 3% of the net asset value of Shares exchanged

 

The TER is payable to the Investment Manager, and the Investment Manager is then responsible for the payment of all other operational expenses of the Fund.

 

The Promoter shall discharge the fees associated with the establishment and approval of the Fund.

 

This section headed "Fees and Expenses" should be read in conjunction with the sections headed "Fees and Expenses" and "Issue and Repurchase Price/Calculation of Net Asset Value/Valuation of Assets" in the Prospectus.

 

Risk Factors

 

Investors should refer to the Prospectus under the heading "Risk Factors" for disclosure of risks.

 

Disruption Events

 

Investors should refer to the information contained in the "Disruption Events" section in the main body of the Prospectus.

 

Miscellaneous

 

The Company has three additional sub-funds.

 

1 Nomura Nikkei 225 EUR-Hedged UCITS ETF.

2 Nomura Nikkei 225 USD-Hedged UCITS ETF.

3 Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF.

 

 

The JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index (hereinafter referred to as the "Index") and the "JPX-Nikkei 400 Total Return Index" are copyrighted materials compiled and published by Japan Exchange Group, Inc. and Tokyo Stock Exchange, Inc. (hereinafter collectively referred to as the "JPX Group") and Nikkei Inc. (hereinafter referred to as "Nikkei"), and the JPX Group and Nikkei jointly own the copyrights and other intellectual property rights subsisting in the Index and the "JPX-Nikkei 400 Total Return Index" themselves and the methodologies used to calculate the Index and "JPX-Nikkei 400 Total Return Index". Ownership of trademarks and any other intellectual property rights with respect to the marks to indicate the Index and the "JPX-Nikkei 400 Total Return Index" belong to the JPX Group and Nikkei;

 

The Fund is managed and sold exclusively at the risk of the Investment Manager and the Distributor respectively, and the JPX Group and Nikkei does not guarantee the Fund and shall assume no obligation or responsibility with respect to the Fund.

 

The JPX Group and Nikkei shall not be obligated to continuously publish the Index and "J JPX-Nikkei 400 Total Return Index" and shall not be liable for any errors, delays or suspensions of the publication of the Index and "JPX-Nikkei 400 Total Return Index".

 

The JPX Group and Nikkei shall have the right to change the composition of the stocks included in the Index and "JPX-Nikkei 400 Total Return Index" the calculation methodology of the Index and the "JPX-Nikkei 400 Total Return Index" or any other details of the Index and "JPX-Nikkei 400 Total Return Index" and shall have the right to discontinue the publication of the Index and "JPX-Nikkei 400 Total Return Index".

 

The Index is the exclusive property of JPX Group and Nikkei, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) ("S&P Dow Jones Indices") to calculate and maintain the Index. S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("SPFS"); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed to S&P Dow Jones Indices. "Calculated by S&P Dow Jones Indices" and its related stylized mark(s) have been licensed for use by the JPX Group and Nikkei.

 

The Fund is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices, SPFS, Dow Jones or any of their affiliates (collectively, "S&P Dow Jones Indices Entities"). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to track general market performance. S&P Dow Jones Indices Entities only relationship to the JPX Group and Nikkei with respect to the Fund is the licensing of certain trademarks, service marks and trade names of S&P Dow Jones Indices Entities and for the providing of calculation and maintenance services related to the Index. S&P Dow Jones Indices Entities are not responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash. S&P Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.

 

S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE JPX GROUP AND NIKKEI INC., OWNERS OF THE INDEX OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE."

 

 

 

 

 

 

 

 

 

 

 

Appendix 4

 

Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF

 

Supplement to the Prospectus

 

 

 

 

This Supplement contains information in relation to the Nomura JPX-Nikkei 400 Net Total Return Daily USD Hedged Index UCITS ETF (the "Fund"), a sub-fund of Nomura NEXT FUNDS Ireland plc (the "Company") an umbrella type open-ended investment company with variable capital, governed by the laws of Ireland and authorised by the Central Bank of Ireland (the "Central Bank") of Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

 

This Supplement forms part of, and must be read in conjunction with, the Prospectus of the Company dated 23 December 2014, as may be amended, supplemented or modified from time to time, (the "Prospectus") and may not be distributed unless accompanied by the Prospectus (other than to prior recipients of the Prospectus).

 

THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SHARES REPRESENTING INTERESTS IN THE FUND DESCRIBED IN THIS SUPPLEMENT YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF SUCH AN INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS SUPPLEMENT YOU SHOULD TAKE ADVICE FROM AN APPROPRIATELY QUALIFIED ADVISOR.

Capitalised terms used in this Supplement will have the meanings given to them in the Definitions section below or in the Prospectus.

 

In addition to investing in equities and equity related securities, transferable securities and other eligible assets, it is the intention of the Company to invest on behalf of the Fund in financial derivative instruments ("FDIs") for investment and efficient portfolio management purposes, where applicable.

 

Investors should note that the Sub-Fund may invest principally in FDI. This may expose the Fund to particular risks involving FDI. The risks attached to investments in FDIs are set out in the Prospectus under the section headed "Risk Factors".

 

You should inform yourself as to (a) the possible tax consequences, (b) the legal and regulatory requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which you might encounter under the laws of the country of your citizenship, residence or domicile and which might be relevant to your purchase, holding or disposal of the Shares.

Nomura NEXT FUNDS Ireland plc

 

An umbrella fund with segregated liability between the sub-funds

 

 

Dated 15 May 2015[ ] 2016

 

 

 

IMPORTANT INFORMATION

 

 

Suitability of Investment

The Shares are not principal protected. The value of the Shares may go up or down and you may not get back the amount you have invested. See the section headed "Risk Factors" of the Prospectus for a discussion of certain risks that should be considered by you.

 

An investment in the Shares is only suitable for you if you (either alone or with the help of an appropriate financial or other advisor) are able to assess the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result from such an investment. The contents of this document are not intended to contain and should not be regarded as containing advice relating to legal, taxation, investment or any other matters.

Profile of a Typical Investor

The Fund is suitable for investors seeking capital appreciation and who are prepared to accept a high level of volatility. Investment in the Fund should be viewed as a medium to long term investment.

Responsibility

The Directors (whose names appear under the heading "Directors of the Company" of the Prospectus) accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement when read together with the Prospectus (as complemented, modified or supplemented by this Supplement) is in accordance with the facts as at the date of this Supplement and does not omit anything likely to affect the import of such information.

 

General

This Supplement sets out information in relation to the Shares and the Fund. You must also refer to the Prospectus which is separate to this document and describes the Company and provides general information about offers of shares in the Company. You should not take any action in respect of the Shares unless you have received a copy of the Prospectus. Should there be any inconsistency between the contents of the Prospectus and this Supplement, the contents of this Supplement will, to the extent of any such inconsistency, prevail. This Supplement and the Prospectus should both be carefully read in their entirety before any investment decision with respect to Shares is made.

 

As of the date of this Supplement, the Company does not have any loan capital (including term loans) outstanding or created but unissued and no outstanding mortgages, charges or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts and liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantees or other contingent liabilities.

 

Application has been made to the Irish Stock Exchange for the USD Shares of the Fund to be admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the date of this Supplement. The Prospectus of the Company and this Supplement, including all information required to be disclosed by the listing requirements of the Irish Stock Exchange, constitute listing particulars for the purpose of listing the USD Shares of the Fund on the Irish Stock Exchange. Save as disclosed in this Supplement, there has been no significant change and no significant new matter has arisen since the date of the Prospectus.

 

Neither the admission of the USD Shares to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange nor the approval of this Supplement and the Prospectus pursuant to the listing requirements of the Irish Stock Exchange shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of service providers to or any other party connected with the Fund, the adequacy of information contained in this Supplement or the Prospectus or the suitability of the Fund for investment purposes.

 

At the date of this Supplement none of the Directors nor any Associated Person have any beneficial interest in the share capital of the Company or any options in respect of such capital.

 

Distribution of this Supplement and Selling Restrictions

 

Distribution of this Supplement is not authorised unless accompanied by a copy of the Prospectus and the latest annual report and audited accounts of the Company and the Fund (other than to prior recipients of the Prospectus) and if published after such report, a copy of the then latest semi-annual report and unaudited accounts. The distribution of this Supplement and the offering or purchase of the Shares may be restricted in certain jurisdictions. If you receive a copy of this Supplement and/or the Prospectus you may not treat such document(s) as constituting an offer, invitation or solicitation to you to subscribe for any Shares unless, in the relevant jurisdiction, such an offer, invitation or solicitation could lawfully be made to you without compliance with any registration or other legal requirement other than those with which the Company has already complied. If you wish to apply for the opportunity to purchase any Shares it is your duty to inform yourself of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, you should inform yourself as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of your respective citizenship, residence or domicile.

 

Definitions

 

Words and expressions defined in the Prospectus will, unless otherwise defined in this Supplement, have the same meaning when used in this Supplement.

Investment Manager

 

The Company has appointed Nomura Alternative Investment Management (Europe) Limited (the "Investment Manager") as Investment Manager to manage and invest the assets of the Fund in accordance with the investment objective, policies and restrictions described in this Supplement and the Prospectus.

 

 

 

 

 

 

TERMS OF THE SHARES REPRESENTING INTERESTS IN THE FUND

 

 

 

Exchange Traded Fund

 

The Fund is an Exchange Traded Fund ("ETF"). The Shares of this Fund (where they are listed on the Relevant Stock Exchanges) are fully transferable among investors. It is envisaged that Shares will be bought and sold by public and institutional investors in the secondary market in the same way as the ordinary shares of a listed trading company.

 

The Directors of the Company may create new Share Classes from time to time, provided that the creation of any such new Share Classes is notified in advance to and cleared by the Central Bank. A separate pool of assets will not be maintained for each of the Share Classes.

 

Investment Objective

 

The investment objective of the Fund is to replicate the performance, less the applicable Total Expense Ratio, of the JPX-Nikkei 400 Net Total Return Daily USD Hedged Index (the "Benchmark"), a USD-hedged version of the JPX-Nikkei 400 Total Return Index (the "Reference Index"), which is designed to reflect the performance of the shares of certain companies in Japan.

General Description of the Reference Index and the Benchmark

 

 

The Reference Index is a stock market index comprised of 400 stocks selected from among ordinary shares listed on the Tokyo Stock Exchange. The shares listed on the Tokyo Stock Exchange will be in the following sections: the first section (for large companies), the second section (for middle-sized companies) and the "Mothers" section (for high-growth and emerging companies) and the JASDAQ (together the "Relevant Sections").

 

The Reference Index is calculated and published by Japan Exchange Group, Inc. ("JPX"), Tokyo Stock Exchange, Inc. ("TSE") (hereinafter collectively called the "JPX group") and Nikkei Inc. ("Nikkei") (hereinafter the JPX group and Nikkei are collectively referred to as the "Index Provider").

 

The Reference Index shall be comprised of 400 companies' stocks, as a general rule.

 

In principle, companies are only eligible for selection in the Reference Index if they meet the four following criteria for the past three fiscal years:

(v) (1) they were listed on a Relevant Section;

(vi) (2) they had more assets than liabilities;

(vii) (3) they have no operating or overall deficit;

(viii) (4) they are not marked for delisting.

 

Companies are ranked according to (1) their trading value over three years and (2) their size (as of the Index Base Date). This ranking is then adjusted by looking at the company's three year average return on equity, its 3 year cumulative operating profits and its size, and certain qualitative corporate governance criteria such as the appointment of independent external directors and disclosure standards.

 

A periodic review of the Index constituents is conducted once a year (in August).

 

The base date for the Reference Index calculation is August 30, 2013 (the "Base Date"), and its Base value is 10,000.

 

The Reference Index is calculated on a total return basis.

 

The Benchmark is a version of the Reference Index, currency-hedged with daily adjustments into the relevant currency (USD) to reduce the impact of exchange rate fluctuations between the Benchmark's currency and the Reference Index currency.

 

The index value in respect of the Benchmark is determined in accordance with the relevant Benchmark calculation methodology.

 

There will be no active management of the Benchmark so as to enhance returns beyond those embedded in the rules of the Benchmark.

 

Further description of the Reference Index, the Benchmark, their detailed methodologies as well as their respective daily level can be found on the Index Provider's websites: http://indexes.nikkei.co.jp/en/nkave, http://www.tse.or.jp/english/ and http://www.jpx.co.jp/en/.

 

The Reference Index is rebalanced on an annual basis.

 

The Reference Index and the Benchmark are calculated in Japanese Yen and US Dollar respectively.

Primary Investment Strategy of the Fund (Physical Replication)

 

In order to seek to achieve the investment objective, the Investment Manager, on behalf of the Fund, will invest, using a replication strategy:

 

(iv) in the 400 components of the Reference Index (in accordance with the index guidelines of the JPX-Nikkei 400 Total Return Index being the rules that govern the selection of and weightings of the components of the Reference Index);

 

(v) marginally, in Derivative Contracts (the "JPX-Nikkei Index 400 Futures") based on the Reference Index subject to the Investment Restrictions set forth in the Prospectus; and

 

(vi) in currency forwards and other currency instruments (including currency swaps and spot transactions) in order to deliver the performance due to the FX component of the Benchmark.

 

In order to replicate the performance of the Reference Index, the Investment Manager will invest in line with (i) and (ii) above, however in certain circumstances, there might be size, liquidity, market constraints that would not allow the Fund to invest through (i) and thus to obtain the exposure to the Reference Index, the Fund investment would happen through (ii). The Fund will utilise (iii) to replicate the FX component of the Benchmark.

 

The Fund may gain exposure to the Reference Index through the use of JPX-Nikkei Index 400 Futures as set out above. Futures are financial contract obligating the buyer to purchase an asset (or the seller to sell an asset), such as a security, components of the Reference Index at a predetermined future date and price. The purpose of the JPX-Nikkei Index 400 Futures shall be to gain indirect exposure to the Reference Index.

 

The Fund may as part of its Primary Investment Strategy utilize currency forwards. A currency forward is an agreement between two counterparties in which the Fund agrees to delivery one currency in exchange for another currency at a pre-agreed exchange rate (i.e. the forward rate). The Fund may also utilise currency swaps. Currency swaps are agreements between two parties to exchange future payments in one currency for payments in another currency.

 

In addition, in seeking to implement its investment objective of replicating the performance of the Benchmark, the Fund may also in exceptional circumstances where components of the Reference Index are unavailable hold similar type securities to the components of the Reference Index which are not comprised in the Reference Index. Such similar type securities include, for example, securities for which there has been an announcement that they will shortly be included in the Reference Index and that will allow the Fund to deliver the performance of the Reference Index. Consequently, the prime criterion for selecting the similar type securities is not their perceived attractiveness or potential growth or value but rather their suitability in terms of attaining the investment objective of replicating the performance of the Reference Index. In addition, in certain exceptional circumstances as set out above, the Fund may invest in other exchange traded funds ("ETFs") which gain exposure to the Reference Index allowing the Fund to deliver the performance of the Reference Index. Where the Fund does invest in ETFs will be in accordance with the requirements of the Central Bank's Guidance Note 2/03.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".

Secondary Investment Strategy of the Fund (Synthetic Replication)

 

The current intention of the Fund is to gain exposure to the Reference Index through the Primary Investment Strategy as detailed above, however the Fund may also invest in Swaps (each swap being an agreement between the Company on behalf of the Fund and an Approved Counterparty pursuant to a master agreement in accordance with the requirements of the International Swaps and Derivatives Association), and these swaps will include funded, unfunded or total return (as further described in the Prospectus under "Use of Derivative Contracts - Swaps") (the "Swaps"). For the avoidance of doubt, the Fund may not invest in funded swaps. The purpose of the Swaps shall be to gain indirect exposure to (i) the Benchmark or (ii) the Reference Index in addition to utilising currency forwards (and other currency instruments such as currency swaps and spot transactions) for foreign exchange purposes. The Fund may enter into Swaps with an Approved Counterparty pursuant to which the Fund will be entitled to receive from the Approved Counterparty the performance of the components of the Reference Index in exchange for the payment to the Approved Counterparty of (i) where the swap is funded, some or all of the net proceeds of any issue of Shares; and (ii) where the swap is unfunded, payments linked to the return on some or all of the components of the Reference Index held by the Fund. Where funded swaps are utilised the use of some or all of the net proceeds of subscriptions may depend on whether the funded swap is exposed to the Reference Index or the Benchmark.

 

The current intention of the Fund is to gain exposure to the Reference Index via the Primary Investment Strategy. However, the Fund may, having due regard to the best interests of Shareholders, decide from time to time to switch partially or totally between the Primary Investment Strategy and the Secondary Investment Strategy where, for example, it is no longer possible to purchase securities of the Reference Index. The Company shall inform Shareholders in advance of any such switch and the Supplement shall be updated accordingly.

 

Each Approved Counterparty to the Swaps and the Company on behalf of the Fund have entered into a master agreement (including any supporting agreements) and will enter into confirmations for each Swap transaction. Such confirmations may be entered into before or after the relevant transaction and may be in electronic form.

 

Further information relevant to the Fund's investment policy is contained in the main part of the Prospectus under "Investment Objectives and Policies" and under "Investment Restrictions".

Tracking Error

 

The performance of each Share Class on each Dealing Day is expected to reflect the performance of the Benchmark for that day after expenses.

 

The anticipated level of tracking error in normal conditions after fees is 0.2% per annum.

 

One of the primary drivers of tracking error is the difference between the Fund's holdings and Reference Index constituents. Cash management and trading costs from rebalancing can also have an impact on tracking error. The Fund may also have a tracking error due to withholding tax suffered by the Company and/or the Fund on any income received from its Investments.

 

Further information on the index tracking strategy is contained in the main body of the Prospectus under the heading 'Tracking Error'.

 

Use of Derivative Contracts

 

Information is provided in the Prospectus of the Company under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management"

 

Securities Lending and Repurchase Transactions

 

Investors should note that the Fund may also engage in securities lending and repurchase transactions (for the purposes of efficient portfolio and cash management and not for investment purposes) as further described under "Securities Lending and Repurchase Transactions" and "Collateral Policy" sections in the main body of the Prospectus.

Efficient Portfolio Management

 

The Company may also (for the purposes of efficient portfolio and cash management and not for investment purposes), invest in cash deposits, money market instruments and units of UCITS regulated money market collective investment schemes.

 

Further information on efficient portfolio management is contained in the main body of the Prospectus under the heading "Use of Financial Derivative Instruments and Efficient Portfolio Management".

Borrowings and Lending Powers

 

In accordance with the general provisions set out in the Prospectus under the heading "Borrowing and Lending Powers", the Company on behalf of the Fund may borrow up to 10% of the Net Asset Value of the Fund on a temporary basis. Such borrowings may only be used for short term liquidity purposes.

Leverage

 

The global exposure which the Fund gains from the use of financial derivative instruments will be measured using the commitment approach in accordance with the requirements of the Central Bank.

 

The expected level of leverage implemented by the Fund is 0% of its Net Asset Value. However the Benchmark that the Fund seeks to replicate incorporates a foreign currency hedging methodology which may result in leverage being generated from time to time on an intra-month basis. The maximum global exposure and resulting maximum leverage of the Fund is 50% of its Net Asset Value. Any leverage within the Benchmark will be removed when the FX component of the Benchmark is rebalanced each month.

Dividend Policy

 

Investors should refer to the information contained in the "Dividend Policy" section in the main body of the Prospectus.

 

The Fund does not intend to issue dividends.

Investment Restrictions

 

Investors in particular must note that the general investment restrictions set out under "Investment Restrictions" in the Prospectus apply to the Fund. In addition the following investment restrictions shall apply to the Fund:

 

The Fund may avail of the higher investment limits allowed to certain index tracking funds, as described at paragraph 6.6 of the section of the Prospectus headed "Investment Restrictions".

 

The Fund will not invest more than 10% of its assets in units or shares of other UCITS or other CIS in order to be eligible for investments by UCITS governed by the UCITS Directive.

 

If the investment limits of the Fund are exceeded for reasons beyond the control of the Directors, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of the Shareholders.

 

The Fund as set above utilises the replication strategy accordingly, investment in any Share Class should be considered to provide a direct exposure to the Benchmark.

 

Details of the Fund's tracking error and trading difference is set out in the section of the Prospectus entitled "Tracking Error".

Fund Details

 

Investment Manager

Nomura Alternative Investment Management (Europe) Limited

Sub-Investment Manager

Nomura Asset Management Co., Limited

 

Distributors

Nomura International plc

Nomura Asset Management U.K. Limited

Fund Type

Open-ended

 Base Currency

USD

Business Day

Any day (except Saturday or Sunday) on which commercial banks and markets are open for business in London and Tokyo (or such other day as the Directors may from time to time determine and notify in advance to Shareholders)

Dealing Day

Any Business Day

Investor Trade Remittance Cut-off

3.00 p.m. (Dublin time) on the Investor Trade Remittance Day immediately preceding the relevant Dealing Day.

Valuation Point

4.00 p.m. (Dublin time) on each Dealing Day

Initial Offer Period

The Initial Offer Period will start at 9:00 a.m. (Dublin Time) on 11 March 2015 and close at 4:00 p.m. (Dublin Time) on 27 August 2015 or such earlier or later dates as the Directors may determine.

Initial Issue Price

100 USD

Launch Date

13 March 2015

Minimum Fund Size

10,000,000 USD or any such amount as maybe decided by the Directors from time to time in their full discretion

Settlement Date

Up to 4 New York and Tokyo Business Days after the relevant Dealing Day.

Publication of Share Prices

Up to One Business Day after the relevant Dealing Day - information on Fund Assets and the Fund's iNAV is set out on the Website.

New York and Tokyo Business Day is any day (except Saturday or Sunday) on which commercial banks and markets are open for settlement in New York and Tokyo.

The Fund will only accept cash subscriptions, unless the Directors determine otherwise.

Description of Share Classes

 

 

Classes of Share

Launch date

Minimum Subscription

Amount

Minimum Redemption

Amount

Minimum Holdings

ISIN

Accumulation or Income

USD

13  March 2015

30,000 Shares (or cash equivalent)

30,000 Shares (or cash equivalent)

The cash equivalent of 1 Share

IE00BVVSZ379

Accumulation

 

 

Intra-Day Portfolio Value ("iNAV")

 

Further information on intra-day portfolio value is contained in the main body of the Prospectus under the heading "Intra-Day Portfolio Value".

 

 

Fees and Expenses

 

The following table describes the fees and expenses you may pay if you buy and hold Shares and will not be incurred by the Company on behalf the Fund, and accordingly will not affect the Net Asset Value of the relevant Share Class of the Fund.

 

Shareholder Fees

(fees paid directly from your investment)

Fees / Percentage

TER per Share Class

Up to 0.45% per annum

Subscription Charge

Up to 5% of the Net Asset Value per Share

Redemption Charge

Up to 3% of the Net Asset Value per Share

Switching Charge

Up to 3% of the net asset value of Shares exchanged

 

The TER is payable to the Investment Manager, and the Investment Manager is then responsible for the payment of all other operational expenses of the Fund.

 

The Promoter shall discharge the fees associated with the establishment and approval of the Fund.

 

This section headed "Fees and Expenses" should be read in conjunction with the sections headed "Fees and Expenses" and "Issue and Repurchase Price/Calculation of Net Asset Value/Valuation of Assets" in the Prospectus.

 

Risk Factors

 

Investors should refer to the Prospectus under the heading "Risk Factors" for disclosure of risks.

 

Disruption Events

 

Investors should refer to the information contained in the "Disruption Events" section in the main body of the Prospectus.

 

Miscellaneous

 

The Company has three additional sub-funds.

 

1 Nomura Nikkei 225 EUR-Hedged UCITS ETF.

2 Nomura Nikkei 225 USD-Hedged UCITS ETF.

3 Nomura JPX-Nikkei 400 Net Total Return Daily EUR Hedged Index UCITS ETF

 

 

The JPX-Nikkei 400 Net Total Return Daily USD Hedged Index (hereinafter referred to as the "Index") and the "JPX-Nikkei 400 Total Return Index" are copyrighted materials compiled and published by Japan Exchange Group, Inc. and Tokyo Stock Exchange, Inc. (hereinafter collectively referred to as the "JPX Group") and Nikkei Inc. (hereinafter referred to as "Nikkei"), and the JPX Group and Nikkei jointly own the copyrights and other intellectual property rights subsisting in the Index and the "JPX-Nikkei 400 Total Return Index" themselves and the methodologies used to calculate the Index and "JPX-Nikkei 400 Total Return Index". Ownership of trademarks and any other intellectual property rights with respect to the marks to indicate the Index and the "JPX-Nikkei 400 Total Return Index" belong to the JPX Group and Nikkei;

 

The Fund is managed and sold exclusively at the risk of the Investment Manager and the Distributor respectively, and the JPX Group and Nikkei does not guarantee the Fund and shall assume no obligation or responsibility with respect to the Fund.

 

The JPX Group and Nikkei shall not be obligated to continuously publish the Index and "JPX-Nikkei 400 Total Return Index" and shall not be liable for any errors, delays or suspensions of the publication of the Index and "JPX-Nikkei 400 Total Return Index".

 

The JPX Group and Nikkei shall have the right to change the composition of the stocks included in the Index and "JPX-Nikkei 400 Total Return Index," the calculation methodology of the Index and the "JPX-Nikkei 400 Total Return Index" or any other details of the Index and "JPX-Nikkei 400 Total Return Index" and shall have the right to discontinue the publication of the Index and "JPX-Nikkei 400 Total Return Index".

 

The Index is the exclusive property of JPX Group and Nikkei, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) ("S&P Dow Jones Indices") to calculate and maintain the Index. S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("SPFS"); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed to S&P Dow Jones Indices. "Calculated by S&P Dow Jones Indices" and its related stylized mark(s) have been licensed for use by the JPX Group and Nikkei.

 

The Fund is not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices, SPFS, Dow Jones or any of their affiliates (collectively, "S&P Dow Jones Indices Entities"). S&P Dow Jones Indices Entities do not make any representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the Fund to track general market performance. S&P Dow Jones Indices Entities only relationship to the JPX Group and Nikkei with respect to the Fund is the licensing of certain trademarks, service marks and trade names of S&P Dow Jones Indices Entities and for the providing of calculation and maintenance services related to the Index. S&P Dow Jones Indices Entities are not responsible for and have not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund is to be converted into cash. S&P Dow Jones Indices Entities have no obligation or liability in connection with the administration, marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices Entities to buy, sell, or hold such security, nor is it considered to be investment advice.

 

S&P DOW JONES INDICES ENTITIES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES ENTITIES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY THE JPX GROUP AND NIKKEI INC., OWNERS OF THE INDEX OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE."

 

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