Merger Circulars for the proposed mergers of
sub-funds of Global Treasury Funds plc with sub-funds of Goldman Sachs Funds, plc.
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THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.
GLOBAL TREASURY FUNDS PLC
(an umbrella investment company with segregated liability between its sub-funds)
PROPOSED MERGER
OF
STERLING FUND
(a sub-fund of Global Treasury Funds plc)
INTO
GOLDMAN SACHS STERLING LIQUID RESERVES FUND
(a sub-fund of Goldman Sachs Funds, plc)
THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Sterling Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.20 a.m. on 23 March 2014.
The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true
and accurate in all material respects and that there are no material facts the omission of which would
make misleading any statement herein of fact or of opinion. The Directors accept responsibility
accordingly. Dated 3 March 2014
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CONTENTS PAGE
Definitions 4
Explanatory Letter from Global Treasury Funds plc 6
Appendix I 15 Notice of Extraordinary General Meeting of the Sterling Fund
Appendix II 16 Proxy Form for Shareholders in the Sterling Fund
Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes
Appendix IV 19 Jurisdiction Table
Appendix V 20 Country Specific Information
Appendix VI 21 Schedule of Principal Similarities and Differences
Appendix VII 27 Directors of GS Funds
Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Sterling Liquid Reserves Fund as at 4 February 2014
All definitions used in this Circular, except where the context requires otherwise, have the meaning
attributed to them on pages 4 and 5.
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KEY DATES FOR MERGER OF THE STERLING FUND AND THE GOLDMAN SACHS STERLING LIQUID
RESERVES FUND
Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.20 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Sterling Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Sterling Liquid Reserves Fund
The merger of the Sterling Fund with the Goldman Sachs Sterling Liquid Reserves Fund is subject to the
approval of the Shareholders in the Sterling Fund. Save where otherwise provided, times referred to above
are Irish times.
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DEFINITIONS
Central Bank means the Central Bank of Ireland;
Circular means this circular to be issued to Shareholders in relation to the Merger;
Directors mean the directors of GTF;
Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;
Effective Time means 7 a.m.;
Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;
Existing Shares means shares held by a Shareholder in the Merging Fund;
Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;
GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;
GSAMI means Goldman Sachs Asset Management International;
GSAMI Group means GSAMI and any Group Company of GSAMI;
GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;
GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;
Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;
KIID(s) means Key Investor Information Document(s);
Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;
Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;
Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;
Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;
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Merging Fund means the Sterling Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;
Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;
New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;
Prospectus means the prospectus of GTF or GS Funds as appropriate;
RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;
RBSI means the Royal Bank of Scotland International Limited;
RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;
Receiving Fund means Goldman Sachs Sterling Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;
Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;
Resolution means the resolution to be considered at the Meeting;
Shareholder means a holder of Existing Shares on the share register of the Merging Fund;
UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and
UK means the United Kingdom.
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GLOBAL TREASURY FUNDS PLC
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014
Proposed Merger of the Sterling Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs
Sterling Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder
We are writing to you as a shareholder in the Sterling Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-
funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs
Sterling Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.
Merging Fund of Global Treasury Funds
plc
Receiving Fund of Goldman Sachs Funds, plc
(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund
(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
(iv) Euro Government Fund
Goldman Sachs Euro Government Liquid Reserves Fund
(v) Sterling Government Fund
Goldman Sachs Sterling Government Liquid Reserves Fund
To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.
The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.
Background to and rationale for the proposed Merger
RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in
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alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.
As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.
Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all.
Impact on rights of Shareholders of the Merging Fund
The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund
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have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fees respectively of 30bps and 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes
Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the
Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the
relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant
class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-
designate shareholders between share classes in this way and therefore the share class in which holders of
Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of
Existing Shares will receive.
Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders
In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of
the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date
so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that
dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the
Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.
Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the
Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date. Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator
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(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial
Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.
Principal Similarities and Differences
A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI. Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure
Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.
Service Providers
GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.
Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.
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Taxation
The below summary is only intended as a general guide to some of the main aspects of current Irish
and UK tax law and practice applicable to the Merger and may not apply to certain categories of
investor. It is not intended to provide specific advice and no action should be taken or omitted to be
taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position
in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they
should seek independent advice immediately from their professional adviser.
Shareholders should be aware that, depending on their individual circumstances, there may be some
impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider
their position in this regard. Non Irish and UK tax resident investors should in particular consider
obtaining appropriate professional advice regarding their position under the proposed Merger.
Irish Taxation
If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders. No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.
UK Taxation
Merging Fund
Capital Gains
GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the
UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the
transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or
corporation tax on chargeable gains.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on
the issue of New Shares.
Shareholders
Individual Shareholders
On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)
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Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of
shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the
purposes of SI 2009/3001.
To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the
case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual
Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of
the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the
Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as
made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.
Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)
be liable to UK income tax in respect of gains arising from the disposal.
To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be
the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of
section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual
Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of
the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been
acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being
disposed of.
If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment
described above will only be available if the transaction has been entered into for bona fide commercial reasons
and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her
Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not
apply to this transaction.
The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-
avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in
an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A
tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being
a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax
advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should
be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a
"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to
the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.
In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a
counteraction notice in relation to this transaction.
Corporate Shareholders
For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will
predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by
them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship
(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting
must be used (meaning that any debits or credits for tax purposes should be recognised in line with the
accounting treatment of the Merger).
The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation
Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed
under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To
confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not
serve a counteraction notice in relation to this transaction.
Tax treatment of future holdings for individual Shareholders and corporate Shareholders
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A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New
Shares is set out in the GS Funds’ Prospectus.
Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.
The Notice sets out the text of the Resolution to be proposed at the Meeting.
The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.
The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.
The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.
Shareholders will be notified promptly of the outcome of the Meeting.
If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.
Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the Effective Date.
Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing
Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.
Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of
the Merger.
Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations
provide that Shareholders will have the right to request a repurchase of their Existing Shares without
charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing
Shares as set out on page 3 of this Circular.
Dealings in the Existing Shares will cease at 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.
Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 13
terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.
Potential Changes to the Merging and Receiving Funds due to European Securities and Markets
Authority Guidelines
The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.
Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.
Review by an Independent Auditor
In accordance with the Regulations, an Independent Auditor will validate the following:
the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and
the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.
Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.
Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 14
may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.
Documents available for inspection
The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:
Key Investor Information Documents (KIID) relating to the Merging Fund;
Memorandum and Articles of Association of GTF and GS Funds;
Prospectus of GTF and GS Funds;
KIIDs relating to the Receiving Fund;
Audited report and accounts of GTF for the period to 31 December 2012;
Audited report and accounts of GS Funds for the period to 31 December 2012; and
the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.
Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-
the passing of the Resolution by Shareholders to approve the Merger;
the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and
the issue of New Shares to Shareholders.
Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as
a whole. The Directors recommend that you vote in favour of the Resolution to be proposed.
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 15
RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.20 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.
Yours faithfully
Director for and on behalf of
Global Treasury Funds plc
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M-16303481-31 16
APPENDIX I
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
STERLING FUND (the Merging Fund)
A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10.20 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:
SPECIAL RESOLUTION:
That:
the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Sterling Liquid Reserves Fund (the
Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging
Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.
BY ORDER OF THE BOARD Director for and on behalf of
Global Treasury Funds plc
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M-16303481-31 17
APPENDIX II
FORM OF PROXY
OF
STERLING FUND (the Merging Fund)
A SUB-FUND OF
GLOBAL TREASURY FUNDS PLC (the Company)
I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10.20 a.m. and at any adjournment thereof.
Signature:_______________________ Date: _______________________
It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.
Special Resolution Number of
Shares
For
Number
of Shares
Against
Abstain
That: the merger, the terms of which are set out in a circular dated 3 March
2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman
Sachs Sterling Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the
merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.
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M-16303481-31 18
Notes:
1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.
2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.
3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.
4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.
5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.
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M-16303481-31 19
APPENDIX III
List of New Share classes to be received in exchange for Existing Share classes
It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fees of respectively 30bps and 25bps.
FROM: TO:
GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC
Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee
Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
Class 1 (Acc) 15bp 35bp - Select (Acc) 15bp 30bp
Class 1 (Dist) 15bp 35bp - Administration 15bp 25bp
Class 2 (Acc) 15bp 25bp - Administration (Acc) 15bp 25bp
Class 2 (Dist) 15bp 25bp - Administration 15bp 25bp
Class 3 (Acc) 15bp 10bp - Preferred (Acc) 15bp 10bp
Class 3 (Dist) 15bp 10bp - Preferred 15bp 10bp
Class 4 (Acc) 15bp 0bp - Institutional (Acc) 15bp 0bp
Class 4 (Dist) 15bp 0bp - Institutional 15bp 0bp
Class 5 (Acc) 15bp 5bp - Value (Acc) 15bp 5bp
Class 5 (Dist) 15bp 5bp - Value 15bp 5bp
Class 6 (Acc) 15bp 10bp - Preferred (Acc) 15bp 10bp
Class 6 (Dist) 15bp 10bp - Preferred 15bp 10bp
Class 7 (Acc) 15bp 25bp - Administration (Acc) 15bp 25bp
Class 7 (Dist) 15bp 25bp - Administration 15bp 25bp
Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund.
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 20
APPENDIX IV
Jurisdiction Table
The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.
Jurisdiction GTF Sterling
Fund
Goldman Sachs
Sterling Liquid
Reserves Fund
UK √ √
Germany √ √
Luxembourg √ √
Finland √ √
Singapore
√ (as a restricted recognised scheme)
√ (as a restricted recognised scheme)
Italy √ (for offer to institutional investors only)
√ (for offer to institutional investors only)
Jersey √ x
Guernsey √ x
Gibraltar √ x
Isle of Man √ (as a recognised scheme)
x
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APPENDIX V
Country Specific Information
Guernsey
This Circular is not being circulated to the public in Guernsey and is only being circulated to existing
shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors
(Bailiwick of Guernsey) 1987, as amended.
Isle of Man
GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph
1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).
Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is
recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.
For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to
constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment
Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations
2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by
RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance
with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the
Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory
compensation arrangements in the Isle of Man.
It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule
4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any
statutory compensation arrangements in the Isle of Man.
Jersey
No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in
relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the
Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does
not constitute an "offer to the public" for the purposes of the Order.
Luxembourg
The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on
request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg.
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M-16303481-31 22
APPENDIX VI
Schedule of Principal Similarities and Differences
For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in
the Definitions section of the relevant Prospectus
Product Features Global Treasury Funds plc
Goldman Sachs Funds, plc
Name
Sterling Fund
(the Merging Fund)
Goldman Sachs Sterling Liquid Reserves Fund
(the Receiving Fund)
Domiciliation Ireland
Ireland
Regulatory Status UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
Form Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Segregated
Liability
Yes Yes
Service Providers
Manager RBS Asset Management (Dublin) Limited
Self-managed
Promoter The Royal Bank of Scotland plc
Goldman Sachs Asset Management
International
Investment
Manager
RBS Asset Management Limited Goldman Sachs Asset Management
International
Administrator BNY Mellon Fund Services (Ireland) Limited
BNY Mellon Fund Services (Ireland) Limited
Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited
Distributor UK: The Royal Bank of Scotland plc
UK: Goldman Sachs International
US: Goldman, Sachs & Co.
Auditors KPMG
PricewaterhouseCoopers
Company
Secretary
Goodbody Secretarial Limited Matsack Trust Limited
Registrar and
Transfer Agent
BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited
Legal Advisers A&L Goodbody
Matheson
Sponsoring
Broker/Listing
Agent
A&L Listing Investec
Shareholder None Goldman Sachs International acting through its
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 23
Services Agent
European Shareholder Services
Investment Objective and Policies
Investment
Objective and
Policies
The investment objective of the Merging Fund
is to provide income while preserving capital.
The Merging Fund invests predominantly in
highly rated, liquid money market instruments
issued by banks, public international bodies,
corporate or other commercial issuers as well
as those issued or guaranteed by the UK
government, denominated in Sterling.
The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Sterling and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Sterling and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Merging Fund may utilise efficient portfolio
management techniques and instruments such
as reverse repurchase agreements in
accordance with the conditions and limits set
down by the Central Bank of Ireland from time
to time.
The Merging Fund seeks to maintain a stable
Net Asset Value per Distributing Share
however this may not be guaranteed.
The investment objective of the Receiving
Fund is to provide income while preserving
capital.
The Receiving Fund will invest in Sterling
denominated debt securities and debt
instruments issued by local and national
governments, supranational organisations,
high quality banks and other financial firms so
long as they are considered to be the
equivalent of First Tier Securities which means
the highest credit rating category for short term
investments by recognised credit rating
agencies.
The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Sterling and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Sterling and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Receiving Fund may also invest up to 10%
of the assets in other short-term money market
funds with similar investment objectives and
policies to the Receiving Fund and that would
present minimal credit risk.
The Receiving Fund may utilise efficient
portfolio management techniques and
instruments such as reverse repurchase
agreements in accordance with the conditions
and limits set down by the Central Bank of
Ireland from time to time.
The Receiving Fund seeks to maintain a stable
Net Asset Value per Share however this may
not be guaranteed.
Rating Triple A
Triple A
Subscription and Redemption
Base Currency Sterling
Sterling
Form of Shares Distributing and accumulating shares
Distributing and accumulating shares
Business Day Those days when banks are open for business
in the United Kingdom, or such other day or
days as may be determined from time to time
by the Directors and notified to Shareholders in
advance.
Those days when banks are open for business
in London, or such other day or days as may
be determined from time to time by the
Directors and notified to Shareholders in
advance.
Dealing Day Any Business Day. Any Business Day.
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 24
Dealing Deadline 1 p.m. Dublin time on each Dealing Day or
a later cut-off time as notified to investors at or
before the Valuation Point.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
1 p.m. Dublin time on each Dealing Day
The Distributor may elect a later cut-off time at
or before the Valuation Point.
Administration Accumulation Class Shares
Institutional Accumulation Class Shares
Preferred Accumulation Class Shares
Select Accumulation Class Shares
Value Accumulation Class Shares
4 p.m. Dublin time on each Dealing Day
Valuation Point 5 p.m. Dublin time on each Dealing Day.
4 p.m. Dublin time on a Dealing Day.
Minimum Initial
Subscription
Amount
£50,000 £1 million or such lesser amount as the
Directors or the Distributor may determine.
Minimum Holding Minimum holdings apply to all Classes
None
Maximum Holding Maximum holdings apply to Class 1 and Class
2 Shares
None
Subscription
Settlement Period
Close of business Dublin time on the relevant
Dealing Day with respect to the Distributing
Shares and close of business Dublin time on
the Business Day following the Dealing Day
with respect to the Accumulating Shares
Subscription monies must be transmitted to the
Receiving Fund by 4 p.m, Dublin time or such
later time as the Distributor may determine.
Redemption
Settlement Period
Distributing Shares
Redemption proceeds are ordinarily paid out by
close of business on the same Business Day
where redemption requests are received
before 1 p.m Dublin time.
Accumulating Shares
Redemption proceeds are ordinarily paid out by
the close of business on the next Business Day
where redemption requests are received
before 1 p.m. Dublin time.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
Redemption proceeds are ordinarily wired the
same Business Day where redemption
requests are received before 1 p.m Dublin
time.
Administration Accumulation Class
Institutional Accumulation Class
Preferred Accumulation Class
Select Accumulation Class Shares
Value Accumulation Class
Redemption proceeds are ordinarily wired the
next Business Day where redemption requests
are received before 4 p.m. Dublin time.
Limitation of
Repurchase of
Shares
The Directors are entitled to limit the number of
Shares of the Merging Fund repurchased on
any Dealing Day to Shares representing 10%
of the Net Asset Value of the Merging Fund in
If any Shareholder requests the redemption of
5% or more of the number of Shares of a
particular series or class in issue on any
Dealing Day, the Directors may at their
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 25
issue. In this event, the limitation will apply pro
rata so that all Shareholders wishing to have
Shares of that Fund repurchased on that
Dealing Day realise the same proportion of
such Shares. Shares not repurchased, but
which would otherwise have been repurchased
will be carried forward for repurchase on the
next Dealing Day. The Manager will inform the
Shareholders affected and give priority to such
requests on that next Dealing Day over
repurchase requests received subsequently.
absolute discretion hold over the redemption of
such numbers of Shares held by that
Shareholder as exceeds 5% (“the Excess
Shares”) and, if the Directors hold over such
Excess Shares, the request for redemption on
such Dealing Day shall be reduced rateably
and the Excess Shares to which the request
relates which are not redeemed shall be
treated as if a request for redemption had been
made in respect of each subsequent Dealing
Day until all the Shares to which the original
redemption request related have been
redeemed.
Automatic
Switching
Between Share
Classes
The Merging Fund has in place an automatic
switching facility between classes 1, 2 and 3 so
that a Shareholder is automatically switched
between these classes depending on the
amount they have invested and therefore the
fees paid by such a Shareholder will vary as
they switch between Classes.
The Receiving Fund does not automatically
switch Shareholders between any of its
Classes.
Fee Structure
Initial Charge None None
Total Annual
Charges and
Expenses Fees
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
The Merging Fund may pay all its expenses out
of its assets. Such expenses include but are
not limited to brokerage commissions, legal
and other professional advisory fees, company
secretarial fees, Companies Registration Office
filings and statutory fees, auditing fees,
translation and accounting expenses, interest
on borrowings, taxes and governmental
expenses, costs of preparation, printing and
distribution of reports and notices, costs of all
marketing material and advertisements, costs
of periodic update of the Prospectus, custody
and transfer expenses (including the
remuneration and transaction charges payable
to the Custodian and any sub-custodian which
shall be at normal commercial rates together
with any expenses payable by the Custodian or
any sub-custodian and any value added tax
applicable to such remuneration, transaction
charges and expenses) stock exchange listing
fees, all expenses in connection with
registration, listing and distribution of the
Merging Fund and Shares issued or to be
issued, all expenses in connection with
obtaining and maintaining a credit rating for
any Funds or Classes or Shares, expenses of
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
Administration Class Shares and
Administration Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund will be capped by the
Investment Manager at 0.60% per annum of
the Net Asset Value (the “Fixed Rate”),
although currently they do not exceed 0.45%.
Institutional Class Shares and Institutional
Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.35% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.20%.
Preferred Class Shares and Preferred
Accumulation Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.45% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.30%.
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 26
Shareholders meetings, insurance premia,
expenses of the publication and distribution of
the Net Asset Value, including clerical costs of
issue or redemption of shares and any other
expenses. Any such expenses may be
deferred and amortised by the Merging Fund,
in accordance with standard accounting
practice, at the discretion of the Manager or
may be paid by the Manager out of its fees and
not out of the assets of the Merging Fund. An
estimated accrual for operating expenses of
the Merging Fund will be provided for in the
calculation of the Net Asset Value of the
Merging Fund. Operating expenses and the
fees and expenses of service providers which
are payable by the Merging Fund shall be
borne in proportion to the Net Asset Value of
the Merging Fund or attributable to the relevant
Class provided that fees and expenses directly
or indirectly attributable to a particular Fund or
Class shall be borne solely by the the Merging
Fund.
All or a portion of the Management Fee and
Charges and Expenses may be charged to the
capital of the Merging Fund in the event
that there is insufficient income from which to
pay such Management Fee and Charges and
Expenses. In such event, on redemptions of
holdings, Shareholders may not receive back
the full amount invested.
Fee Increases
The maximum Management Fee which can be
charged is 1% and the maximum Distribution
Fee/Commission which can be charged is
0.50%. The rates of Management Fees and
Distributor’s Fees for the Merging Fund may be
increased from their current levels up to their
maximum levels provided at least one month’s
written notice is given to affected Shareholders.
Value Class Shares and Value Accumulation
Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.40% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.25%.
Select Accumulation Class
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.65% per annum of the Net Asset Value (the
“Fixed Rate”), although currently they do not
exceed 0.50%.
Fee Increases
The Investment Manager may from time to
time elect to decrease or increase the Fixed
Rate. The Fixed Rate may not be increased
above the stated maximum without the
approval of affected Shareholders.
Redemption Fee Directors may charge a redemption fee up to
2% of the Net Asset Value per Share if they
have reason to believe that any Shareholder
requesting redemption is attempting any form
of arbitrage on the yield of Shares in the
Merging Fund.
None
Conversion Fee
The Directors may charge a fee on the
conversion of Shares up to a maximum of 2%
of Net Asset Value of Shares. It is not currently
intended to charge any conversion fee.
No conversion fees will be charged in respect
of any such conversion except in the case of
conversion from one currency to another. The
costs of any foreign exchange trade
necessitated by the conversion will be borne by
the converting Shareholder.
Directors’ Fees
The Articles of Association authorise the
Directors to charge a fee for their services at a
rate determined by the Directors up to a
While the Articles empower Goldman Sachs
Funds, plc to pay total Directors’ fees in any
year up to US$50,000 (or such other sum as
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 27
maximum fee per Director of €20,000 per
annum, plus VAT if any thereon. All Directors
will be entitled to reimbursement by the
Merging Fund of expenses directly incurred in
attendance at board meetings.
the Directors may from time to time determine
and disclose to the Shareholders), the
Investment Managers have agreed to
discharge all Directors’ fees and expenses
including out-of-pocket expenses.
Dividend Policy
Policy
Distributing Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulating Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Distributing Class Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulation Class Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Dividend
Distribution Date
The first Business Day of the next calendar
month.
On or about the first Business Day of the next
calendar month.
Valuation of Assets
Method of
Valuation
The Administrator shall value the investments
of the Merging Fund using the amortised cost
method.
The Administrator shall value the investments
of the Receiving Fund using the amortised cost
method.
Negative Yield
Where the Merging Fund experiences a
negative yield, the number of Distributing
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Merging Fund on the relevant Business
Day.
In addition, the Directors may convert
Shareholders of Distributing Shares to another
Class of Shares within the Merging Fund or
another Merging Fund or change the
distribution policy and/or settlement policy of
such Class of Distributing Shares to reflect that
of the corresponding Class of Accumulating
Shares within the Merging Fund or other
Merging Fund.
Where the Receiving Fund experiences a
negative yield, the number of Distribution Class
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Receiving Fund on the relevant Business
Day.
Other Information
Registered Office Guild House
Guild Street
IFSC
Dublin 1
70 Sir John Rogerson's Quay
Dublin 2
Listing on Irish
Stock Exchange
Yes
Yes
Accounting Year
End
31 December 31 December
Accounting Half
Year
30 June 30 June
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 28
APPENDIX VII
Directors of GS Funds
Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.
Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.
Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.
Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.
Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.
Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 29
APPENDIX VIII
Unaudited portfolio details for Goldman Sachs Sterling Liquid Reserves Fund, the Receiving
Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF Administrator, as at 4
February 2014
Security Description Issuer Name Security Type
Traded Market
Value (GBP)
% of net
assets
MIZUHO BANK, LT 4 0.00000
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 92,988,997.36 1.48%
DEXIA CREDIT LO 8 0.00000
FR0121909461 DEXIA SA
Certificates of
Deposit 59,691,896.05 0.95%
DEXIA CREDIT LO 4 0.00000
FR0122045240 DEXIA SA
Certificates of
Deposit 74,848,864.49 1.19%
DEXIA CREDIT LO 6 0.00000
FR0122086517 DEXIA SA
Certificates of
Deposit 17,564,724.91 0.28%
OVERSEA-CHINESE 2014/04/10
OVERSEA-CHINESE
BANKING CORP
Commercial
Paper 49,956,218.36 0.80%
REGENCY ASSETS 2014/02/06
REGENCY FINANCIAL
GROUP
Commercial
Paper 22,252,695.28 0.36%
OVERSEA-CHINESE 0 0.00000
OVERSEA-CHINESE
BANKING CORP
Certificates of
Deposit 49,902,244.65 0.80%
AGENCE CENTRALE 2014/03/25
XS0910496867
AGENCE CENTRALE
DES ORGANISMES
Commercial
Paper 35,973,635.46 0.57%
RABOBANK FRN 04/17/2014
RABOBANK
NEDERLAND NV Corporate Bond 74,700,000.00 1.19%
FMS WERTMANAGEM 2014/06/05
XS0942659912
FEDERAL REPUBLIC
OF GERMANY
Commercial
Paper 60,301,204.95 0.96%
COOPERATIEVE CE 5 0.00000
XS0963889182
RABOBANK
NEDERLAND NV
Certificates of
Deposit 47,813,014.98 0.76%
STANDARD CHARTE 2014/03/10
XS0971018097
STANDARD
CHARTERED PLC
Commercial
Paper 96,947,537.78 1.55%
COOPERATIEVE CE 2014/09/22
XS0974374083
RABOBANK
NEDERLAND NV
Commercial
Paper 49,766,472.68 0.79%
TORONTO-DOMINIO 7 0.00000
XS0984093947
TORONTO-DOMINION
BANK
Certificates of
Deposit 88,910,208.73 1.42%
QATAR NATIONAL 8 0.00000
XS0995879466
QATAR NATIONAL
BANK SAQ
Certificates of
Deposit 59,964,341.59 0.96%
BANK OF CHINA L 0 0.00000
XS0996733035 BANK OF CHINA LTD
Certificates of
Deposit 39,881,512.64 0.64%
DNB BANK ASA EC 2014/03/24
XS0997433445 DNB NOR ASA
Commercial
Paper 88,942,223.14 1.42%
NORDEA BANK AB 2014/06/02
XS1000911278 NORDEA BANK AB
Commercial
Paper 83,852,311.88 1.34%
BANK OF CHINA L 2014/06/09 BANK OF CHINA LTD Commercial 74,733,859.17 1.19%
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 30
XS1003164719 Paper
J.P. MORGAN SEC 0 0.77000
XS1004651912
JPMORGAN CHASE &
CO
Certificates of
Deposit 62,400,000.00 1.00%
LMA EAC 2014/02 2014/02/13
XS1015906586 LMA SA
Commercial
Paper 111,087,343.23 1.77%
RABOBANK FRN 01/16/2015
RABOBANK
NEDERLAND NV Corporate Bond 65,000,000.00 1.04%
MIZUHO BANK, LT 4 0.48000
XS1016859180
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 27,000,132.59 0.43%
NORDEA BANK AB 2014/07/16
XS1019100590 NORDEA BANK AB
Commercial
Paper 44,891,125.71 0.72%
OVERSEA-CHINESE 6 0.00000
XS1019235172
OVERSEA-CHINESE
BANKING CORP
Certificates of
Deposit 89,794,098.07 1.43%
NORDEA BANK AB 2014/04/22
XS1020408487 NORDEA BANK AB
Commercial
Paper 53,943,851.58 0.86%
J.P. MORGAN SEC 3 0.75000
XS1023427047
JPMORGAN CHASE &
CO
Certificates of
Deposit 61,000,000.00 0.97%
MATCHPOINT FINA 2014/02/25
XS1023444216 MATCHPOINT FINANCE
Commercial
Paper 55,984,970.84 0.89%
BANQUE FEDERATI 2014/08/01
XS1023448803
GROUPE CREDIT
MUTUEL
Commercial
Paper 28,411,840.65 0.45%
QATAR NATIONAL 8 0.00000
XS1025791945
QATAR NATIONAL
BANK SAQ
Certificates of
Deposit 92,255,162.10 1.47%
LMA EAC 2014/02 2014/02/05
XS1027929477 LMA SA
Commercial
Paper 7,600,000.00 0.12%
LMA EAC 2014/02 2014/02/05
XS1027952610 LMA SA
Commercial
Paper 20,200,000.00 0.32%
J.P. MORGAN SEC 2 0.58000
JPMORGAN CHASE &
CO
Certificates of
Deposit 92,000,000.00 1.47%
LMA EAC 2014/02 2014/02/21 LMA SA
Commercial
Paper 32,992,481.13 0.53%
MATCHPOINT FINA 2014/02/13 MATCHPOINT FINANCE
Commercial
Paper 63,493,043.86 1.01%
BANQUE FEDERATI 2014/05/15
GROUPE CREDIT
MUTUEL
Commercial
Paper 59,911,465.48 0.96%
REGENCY ASSETS 2014/02/14
REGENCY FINANCIAL
GROUP
Commercial
Paper 23,128,149.40 0.37%
BANQUE FEDERATI 2014/06/20
GROUPE CREDIT
MUTUEL
Commercial
Paper 59,860,629.59 0.96%
BANQUE FEDERATI 2014/04/22
GROUPE CREDIT
MUTUEL
Commercial
Paper 29,966,329.76 0.48%
BANK OF TOKYO-M 4 0.00000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 59,992,464.48 0.96%
UNILEVER N.V. E 2014/02/21 UNILEVER NIGERIA Commercial 49,989,273.52 0.80%
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 31
PLC Paper
REGENCY ASSETS 2014/02/27
REGENCY FINANCIAL
GROUP
Commercial
Paper 89,097,152.12 1.42%
AUSTRALIA AND N 2014/10/17
AUSTRALIA & NEW
ZEALAND BANKING
GRO
Commercial
Paper 57,958,440.45 0.93%
SUMITOMO MITSUI 0 0.00000
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 64,968,322.93 1.04%
AGENCE CENTRALE 2014/02/24
AGENCE CENTRALE
DES ORGANISMES
Commercial
Paper 59,984,112.52 0.96%
STANDARD CHARTE 0 0.00000
STANDARD
CHARTERED PLC
Certificates of
Deposit 59,986,457.13 0.96%
DEXIA CREDIT LO 3 0.00000 DEXIA SA
Certificates of
Deposit 49,976,583.76 0.80%
SUMITOMO MITSUI 4 0.00000
BE6260360779
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 94,988,068.76 1.52%
SUMITOMO MITSUI 2014/02/17
BE6260361785
SUMITOMO MITSUI
BANKING
CORPORATION
Commercial
Paper 22,496,524.14 0.36%
National Bank o2/5/2014
NATIONAL BANK OF
ABU DHABI PJSC Time Deposit 150,000,000.00 2.39%
Deutsche Bank A2/5/2014 DEUTSCHE BANK AG Time Deposit 312,000,000.00 4.98%
Natixis2/5/2014
NATIXIS (PARIS
BRANCH) Time Deposit 312,000,000.00 4.98%
Citibank NA, Lo2/5/2014 CITIGROUP INC Time Deposit 293,400,000.00 4.68%
NV BANK NEDERLANDSE GEMEE
ECS 2014/09/22 CP
BANK NEDERLANDSE
GEMEENTEN
Commercial
Paper 61,291,612.26 0.98%
AGENCE CENTRALE 0.6% 1 OCT 14
CP
AGENCE CENTRALE
DES ORGANISMES
Commercial
Paper 74,708,320.62 1.19%
LMA EAC 2014/02 2014/02/10 LMA SA
Commercial
Paper 26,498,113.19 0.42%
BANK OF CHINA L 2014/04/23 BANK OF CHINA LTD
Commercial
Paper 52,882,659.60 0.84%
BANQUE FEDERATI 2014/04/16
GROUPE CREDIT
MUTUEL
Commercial
Paper 36,363,066.54 0.58%
DEKABANK DEUTSC 2014/04/30
DEKABANK DEUTSCHE
GIROZENRA
Commercial
Paper 46,945,984.41 0.75%
DEKABANK DEUTSC 2014/04/29
DEKABANK DEUTSCHE
GIROZENRA
Commercial
Paper 36,957,983.31 0.59%
Merrill Lynch I2/5/2014
MERRILL LYNCH + CO
INC
Repurchase
Agreement 47,000,000.00 0.75%
J.P. MORGAN SEC2/5/2014
JPMORGAN CHASE &
CO
Repurchase
Agreement 560,000,000.00 8.94%
UCITS MERGER – MERGER TYPE (c)
M-16303481-31 32
Barclays Bank P2/5/2014 BARCLAYS BANK PLC
Repurchase
Agreement 650,000,000.00 10.38%
Societe General2/5/2014 SOCIETE GENERALE
Repurchase
Agreement 255,000,000.00 4.07%
BNP Paribas2/5/2014 BNP PARIBAS
Repurchase
Agreement 357,300,000.00 5.70%
BANQUE FEDERATI 2014/03/03
BANQUE FEDERALE
MUTUALISTE
Commercial
Paper 28,489,356.33 0.45%
DEKABANK DEUTSC 2014/02/28
DEKABANK DEUTSCHE
GIROZENRA
Commercial
Paper 54,982,693.05 0.88%
FMS WERTMANAGEMENT AOER
FRN 06/16/2014
FEDERAL REPUBLIC
OF GERMANY
Government
Bond 9,507,848.59 0.15%
DEXIA CREDIT LOCAL TLF
2014/12/02 0.00000 DEXIA SA
Commercial
Paper 39,993,424.66 0.64%
Other assets and Liabilities
Other assets and
Liabilities Other -978,906.43 -0.02%
Total 6,263,692,144.03 100.00%
UCITS MERGER – MERGER TYPE (c)
M-18525506-8
1
THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.
GLOBAL TREASURY FUNDS PLC
(an umbrella investment company with segregated liability between its sub-funds)
PROPOSED MERGER
OF
EURO FUND
(a sub-fund of Global Treasury Funds plc)
INTO
GOLDMAN SACHS EURO LIQUID RESERVES FUND
(a sub-fund of Goldman Sachs Funds, plc)
THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Euro Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.10 a.m. on 23 March 2014.
The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true
and accurate in all material respects and that there are no material facts the omission of which would
make misleading any statement herein of fact or of opinion. The Directors accept responsibility
accordingly. Dated 3 March 2014
UCITS MERGER – MERGER TYPE (c)
M-18525506-8
2
CONTENTS PAGE
Definitions 4
Explanatory Letter from Global Treasury Funds plc 6
Appendix I 15 Notice of Extraordinary General Meeting of the Euro Fund
Appendix II 16 Proxy Form for Shareholders in the Euro Fund
Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes
Appendix IV 19 Jurisdiction Table
Appendix V 20 Country Specific Information
Appendix VI 21 Schedule of Principal Similarities and Differences
Appendix VII 27 Directors of GS Funds
Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Euro Liquid Reserves Fund as at 4 February 2014
All definitions used in this Circular, except where the context requires otherwise, have the meaning
attributed to them on pages 4 and 5.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8
3
KEY DATES FOR MERGER OF THE EURO FUND AND THE GOLDMAN SACHS EURO LIQUID RESERVES
FUND
Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.10 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Euro Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Euro Liquid Reserves Fund
The merger of the Euro Fund with the Goldman Sachs Euro Liquid Reserves Fund is subject to the approval
of the Shareholders in the Euro Fund. Save where otherwise provided, times referred to above are Irish
times.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8
4
DEFINITIONS
Central Bank means the Central Bank of Ireland;
Circular means this circular to be issued to Shareholders in relation to the Merger;
Directors mean the directors of GTF;
Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;
Effective Time means 7 a.m.;
Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;
Existing Shares means shares held by a Shareholder in the Merging Fund;
Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;
GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;
GSAMI means Goldman Sachs Asset Management International;
GSAMI Group means GSAMI and any Group Company of GSAMI;
GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;
GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;
Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;
KIID(s) means Key Investor Information Document(s);
Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;
Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;
Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;
Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;
UCITS MERGER – MERGER TYPE (c)
M-18525506-8
5
Merging Fund means the Euro Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;
Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;
New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;
Prospectus means the prospectus of GTF or GS Funds as appropriate;
RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;
RBSI means the Royal Bank of Scotland International Limited;
RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;
Receiving Fund means Goldman Sachs Euro Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;
Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;
Resolution means the resolution to be considered at the Meeting;
Shareholder means a holder of Existing Shares on the share register of the Merging Fund;
UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and
UK means the United Kingdom.
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6
GLOBAL TREASURY FUNDS PLC
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014
Proposed Merger of the Euro Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs Euro
Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder
We are writing to you as a shareholder in the Euro Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-
funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs
Euro Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.
Merging Fund of Global Treasury Funds
plc
Receiving Fund of Goldman Sachs Funds, plc
(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund
(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
(iv) Euro Government Fund
Goldman Sachs Euro Government Liquid Reserves Fund
(v) Sterling Government Fund
Goldman Sachs Sterling Government Liquid Reserves Fund
To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.
The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.
Background to and rationale for the proposed Merger
RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in
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alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.
As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.
Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%
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per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes
Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the
Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the
relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant
class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-
designate shareholders between share classes in this way and therefore the share class in which holders of
Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of
Existing Shares will receive.
Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders
In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of
the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date
so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that
dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the
Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.
Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the
Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date.
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Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator
(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial
Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.
Principal Similarities and Differences
A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI.
Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure
Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.
Service Providers
GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.
Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the
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essential features of the share classes of the Receiving Fund.
Taxation
The below summary is only intended as a general guide to some of the main aspects of current Irish
and UK tax law and practice applicable to the Merger and may not apply to certain categories of
investor. It is not intended to provide specific advice and no action should be taken or omitted to be
taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position
in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they
should seek independent advice immediately from their professional adviser.
Shareholders should be aware that, depending on their individual circumstances, there may be some
impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider
their position in this regard. Non Irish and UK tax resident investors should in particular consider
obtaining appropriate professional advice regarding their position under the proposed Merger.
Irish Taxation
If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders.
No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.
UK Taxation
Merging Fund
Capital Gains
GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the
UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the
transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or
corporation tax on chargeable gains.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on
the issue of New Shares.
Shareholders
Individual Shareholders
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On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)
Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of
shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the
purposes of SI 2009/3001.
To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the
case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual
Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of
the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the
Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as
made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.
Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)
be liable to UK income tax in respect of gains arising from the disposal.
To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be
the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of
section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual
Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of
the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been
acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being
disposed of.
If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment
described above will only be available if the transaction has been entered into for bona fide commercial reasons
and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her
Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not
apply to this transaction.
The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-
avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in
an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A
tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being
a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax
advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should
be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a
"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to
the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.
In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a
counteraction notice in relation to this transaction.
Corporate Shareholders
For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will
predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by
them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship
(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting
must be used (meaning that any debits or credits for tax purposes should be recognised in line with the
accounting treatment of the Merger).
The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation
Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed
under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To
confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not
serve a counteraction notice in relation to this transaction.
Tax treatment of future holdings for individual Shareholders and corporate Shareholders
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A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New
Shares is set out in the GS Funds’ Prospectus.
Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.
The Notice sets out the text of the Resolution to be proposed at the Meeting.
The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.
The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.
The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.
Shareholders will be notified promptly of the outcome of the Meeting.
If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.
Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the Effective Date.
Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing
Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.
Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of
the Merger.
Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations
provide that Shareholders will have the right to request a repurchase of their Existing Shares without
charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing
Shares as set out on page 3 of this Circular.
Dealings in the Existing Shares will cease at 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.
Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is
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terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.
Potential Changes to the Merging and Receiving Funds due to European Securities and Markets
Authority Guidelines
The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.
Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.
Review by an Independent Auditor
In accordance with the Regulations, an Independent Auditor will validate the following:
the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and
the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.
Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.
Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which
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may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.
Documents available for inspection
The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:
Key Investor Information Documents (KIID) relating to the Merging Fund;
Memorandum and Articles of Association of GTF and GS Funds;
Prospectus of GTF and GS Funds;
KIIDs relating to the Receiving Fund;
Audited report and accounts of GTF for the period to 31 December 2012;
Audited report and accounts of GS Funds for the period to 31 December 2012; and
the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.
Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-
the passing of the Resolution by Shareholders to approve the Merger;
the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and
the issue of New Shares to Shareholders.
Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as
a whole. The Directors recommend that you vote in favour of the Resolution to be proposed.
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M-18525506-8 15
RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.10 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.
Yours faithfully
Director for and on behalf of
Global Treasury Funds plc
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 16
APPENDIX I
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
EURO FUND (the Merging Fund)
A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10.10 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:
SPECIAL RESOLUTION:
That:
the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or
transfer of all the net assets of the Merging Fund to Goldman Sachs Euro Liquid Reserves Fund (the Receiving
Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the
date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.
BY ORDER OF THE BOARD Director for and on behalf of
Global Treasury Funds plc
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 17
APPENDIX II
FORM OF PROXY
OF
EURO FUND (the Merging Fund)
A SUB-FUND OF
GLOBAL TREASURY FUNDS PLC (the Company)
I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10.10 a.m. and at any adjournment thereof.
Signature:_______________________ Date: _______________________
It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.
Special Resolution Number of
Shares
For
Number
of Shares
Against
Abstain
That: the merger, the terms of which are set out in a circular dated 3 March
2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman
Sachs Euro Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the
merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 18
Notes:
1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.
2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.
3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.
4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.
5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 19
APPENDIX III
List of New Share classes to be received in exchange for Existing Share classes
As set out in the table below, Classes of Share of the Merging Fund charges a management fee of 0.15% per annum whilst Classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable.
It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps.
FROM: TO:
GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC
Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee
Euro Fund Goldman Sachs Euro Liquid Reserves Fund
Class 1 (Acc) 15bp 35bp - Administration (Acc) 20bp 25bp
Class 1 (Dist) 15bp 35bp - Administration 20bp 25bp
Class 2 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 2 (Dist) 15bp 25bp - Administration 20bp 25bp
Class 3 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 3 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 4 (Acc) 15bp 0bp - Institutional (Acc) 20bp 0bp
Class 4 (Dist) 15bp 0bp - Institutional 20bp 0bp
Class 5 (Acc) 15bp 5bp - Value (Acc) 20bp 5bp
Class 5 (Dist) 15bp 5bp - Value 20bp 5bp
Class 6 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 6 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 7 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 7 (Dist) 15bp 25bp - Administration 20bp 25bp
Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 20
APPENDIX IV
Jurisdiction Table
The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.
Jurisdiction GTF Euro Fund
Goldman Sachs
Euro Liquid
Reserves Fund
UK √ √
Germany √ √
Luxembourg √ √
Finland √ √
Singapore
√ (as a restricted recognised scheme)
√ (as a restricted recognised scheme)
Italy √ (for offer to institutional investors only)
√ (for offer to institutional investors only)
Jersey √ x
Guernsey √ x
Gibraltar √ x
Isle of Man √ (as a recognised scheme)
x
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 21
APPENDIX V
Country Specific Information
Guernsey
This Circular is not being circulated to the public in Guernsey and is only being circulated to existing
shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors
(Bailiwick of Guernsey) 1987, as amended.
Isle of Man
GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph
1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).
Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is
recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.
For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to
constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment
Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations
2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by
RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance
with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the
Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory
compensation arrangements in the Isle of Man.
It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule
4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any
statutory compensation arrangements in the Isle of Man.
Jersey
No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in
relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the
Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does
not constitute an "offer to the public" for the purposes of the Order.
Luxembourg
The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on
request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 22
APPENDIX VI
Schedule of Principal Similarities and Differences
For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in
the Definitions section of the relevant Prospectus
Product Features Global Treasury Funds plc
Goldman Sachs Funds, plc
Name
Euro Fund
(the Merging Fund)
Goldman Sachs Euro Liquid Reserves Fund
(the Receiving Fund)
Domiciliation Ireland
Ireland
Regulatory Status UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
Form Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Segregated
Liability
Yes Yes
Service Providers
Manager RBS Asset Management (Dublin) Limited
Self-managed
Promoter The Royal Bank of Scotland plc
Goldman Sachs Asset Management
International
Investment
Manager
RBS Asset Management Limited Goldman Sachs Asset Management
International
Administrator BNY Mellon Fund Services (Ireland) Limited
BNY Mellon Fund Services (Ireland) Limited
Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited
Distributor UK: The Royal Bank of Scotland plc
UK: Goldman Sachs International
US: Goldman, Sachs & Co.
Auditors KPMG
PricewaterhouseCoopers
Company
Secretary
Goodbody Secretarial Limited Matsack Trust Limited
Registrar and
Transfer Agent
BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited
Legal Advisers A&L Goodbody
Matheson
Sponsoring
Broker/Listing
Agent
A&L Listing Investec
Shareholder None Goldman Sachs International acting through its
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 23
Services Agent
European Shareholder Services
Investment Objective and Policies
Investment
Objective and
Policies
The investment objective of the Merging Fund
is to provide income while preserving capital.
The Merging Fund invests predominantly in
highly rated, liquid money market instruments
issued by banks, public international bodies,
corporate or other commercial issuers as well
as those issued or guaranteed by Euro zone
governments, denominated in Euro.
The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Euro and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Euro and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Merging Fund may utilise efficient portfolio
management techniques and instruments such
as reverse repurchase agreements in
accordance with the conditions and limits set
down by the Central Bank of Ireland from time
to time.
The Merging Fund seeks to maintain a stable
Net Asset Value per Distributing Share
however this may not be guaranteed.
The investment objective of the Receiving
Fund is to provide income while preserving
capital.
The Receiving Fund will invest in Euro
denominated debt securities and debt
instruments issued by local and national
governments, supranational organisations,
high quality banks and other financial firms so
long as they are considered to be the
equivalent of First Tier Securities which means
the highest credit rating category for short term
investments by recognised credit rating
agencies.
The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Euro and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Euro and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Receiving Fund may also invest up to 10%
of the assets in other short-term money market
funds with similar investment objectives and
policies to the Receiving Fund and that would
present minimal credit risk.
The Receiving Fund may utilise efficient
portfolio management techniques and
instruments such as reverse repurchase
agreements in accordance with the conditions
and limits set down by the Central Bank of
Ireland from time to time.
The Receiving Fund seeks to maintain a stable
Net Asset Value per Share however this may
not be guaranteed.
Rating Triple A
Triple A
Subscription and Redemption
Base Currency Euro
Euro
Form of Shares Distributing and accumulating shares
Distributing and accumulating shares
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 24
Business Day Any day (except Saturday or Sunday) on which
the TARGET 2 System is open as determined
by the Governing Council of the European
Central Bank from time to time and on which
the majority of banks in the Euro zone and the
United Kingdom are generally open for
business or such other day or days as may be
determined by the Directors and notified to
Shareholders.
Those days when the TARGET system is open
to effect the movement of Euro, or such other
day or days as may be determined from time to
time by the Directors and notified to
Shareholders in advance.
Dealing Day Any Business Day.
Any Business Day.
Dealing Deadline 1 p.m. Dublin time on each Dealing Day or
a later cut-off time as notified to investors at or
before the Valuation Point.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
1 p.m. Dublin time on each Dealing Day
The Distributor may elect a later cut-off time at
or before the Valuation Point.
Administration Accumulation Class Shares
Institutional Accumulation Class Shares
Preferred Accumulation Class Shares
Value Accumulation Class Shares
4 p.m. Dublin time on each Dealing Day
Valuation Point 5 p.m. Dublin time on each Dealing Day.
4 p.m. Dublin time on a Dealing Day.
Minimum Initial
Subscription
Amount
€50,000 €1 million or such lesser amount as the
Directors or the Distributor may determine.
Minimum Holding Minimum holdings apply to all Classes
None
Maximum Holding Maximum holdings apply to Class 1 and Class
2 Shares
None
Subscription
Settlement Period
Close of business Dublin time on the relevant
Dealing Day with respect to the Distributing
Shares and close of business Dublin time on
the Business Day following the Dealing Day
with respect to the Accumulating Shares
Subscription monies must be transmitted to the
Receiving Fund by 3 p.m, Dublin time or such
later time as the Distributor may determine.
Redemption
Settlement Period
Distributing Shares
Redemption proceeds are ordinarily paid out by
close of business on the same Business Day
where redemption requests are received
before 1 p.m. Dublin time.
Accumulating Shares
Redemption proceeds are ordinarily paid out by
the close of business on the next Business Day
where redemption requests are received
before 1 p.m. Dublin time.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
Redemption proceeds are ordinarily wired the
same Business Day where redemption
requests are received before 1 p.m. Dublin
time.
Administration Accumulation Class
Institutional Accumulation Class
Preferred Accumulation Class
Value Accumulation Class
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 25
Redemption proceeds are ordinarily wired the
next Business Day where redemption requests
are received before 4 p.m. Dublin time.
Limitation of
Repurchase of
Shares
The Directors are entitled to limit the number of
Shares of the Merging Fund repurchased on
any Dealing Day to Shares representing 10%
of the Net Asset Value of the Merging Fund in
issue. In this event, the limitation will apply pro
rata so that all Shareholders wishing to have
Shares of that Fund repurchased on that
Dealing Day realise the same proportion of
such Shares. Shares not repurchased, but
which would otherwise have been repurchased
will be carried forward for repurchase on the
next Dealing Day. The Manager will inform the
Shareholders affected and give priority to such
requests on that next Dealing Day over
repurchase requests received subsequently.
If any Shareholder requests the redemption of
5% or more of the number of Shares of a
particular series or class in issue on any
Dealing Day, the Directors may at their
absolute discretion hold over the redemption of
such numbers of Shares held by that
Shareholder as exceeds 5% (“the Excess
Shares”) and, if the Directors hold over such
Excess Shares, the request for redemption on
such Dealing Day shall be reduced rateably
and the Excess Shares to which the request
relates which are not redeemed shall be
treated as if a request for redemption had been
made in respect of each subsequent Dealing
Day until all the Shares to which the original
redemption request related have been
redeemed.
Automatic
Switching
Between Share
Classes
The Merging Fund has in place an automatic
switching facility between classes 1, 2 and 3 so
that a Shareholder is automatically switched
between these classes depending on the
amount they have invested and therefore the
fees paid by such a Shareholder will vary as
they switch between Classes.
The Receiving Fund does not automatically
switch Shareholders between any of its
Classes.
Fee Structure
Initial Charge None None
Total Annual
Charges and
Expenses Fees
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
The Merging Fund may pay all its expenses out
of its assets. Such expenses include but are
not limited to brokerage commissions, legal
and other professional advisory fees, company
secretarial fees, Companies Registration Office
filings and statutory fees, auditing fees,
translation and accounting expenses, interest
on borrowings, taxes and governmental
expenses, costs of preparation, printing and
distribution of reports and notices, costs of all
marketing material and advertisements, costs
of periodic update of the Prospectus, custody
and transfer expenses (including the
remuneration and transaction charges payable
to the Custodian and any sub-custodian which
shall be at normal commercial rates together
with any expenses payable by the Custodian or
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
Administration Class Shares and
Administration Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund will be capped by the
Investment Manager at 0.60% per annum of
the Net Asset Value (the “Fixed Rate”),
although currently they do not exceed 0.45%.
Institutional Class Shares and Institutional
Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.35% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.20%.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 26
any sub-custodian and any value added tax
applicable to such remuneration, transaction
charges and expenses) stock exchange listing
fees, all expenses in connection with
registration, listing and distribution of the
Merging Fund and Shares issued or to be
issued, all expenses in connection with
obtaining and maintaining a credit rating for
any Funds or Classes or Shares, expenses of
Shareholders meetings, insurance premia,
expenses of the publication and distribution of
the Net Asset Value, including clerical costs of
issue or redemption of shares and any other
expenses. Any such expenses may be
deferred and amortised by the Merging Fund,
in accordance with standard accounting
practice, at the discretion of the Manager or
may be paid by the Manager out of its fees and
not out of the assets of the Merging Fund. An
estimated accrual for operating expenses of
the Merging Fund will be provided for in the
calculation of the Net Asset Value of the
Merging Fund. Operating expenses and the
fees and expenses of service providers which
are payable by the Merging Fund shall be
borne in proportion to the Net Asset Value of
the Merging Fund or attributable to the relevant
Class provided that fees and expenses directly
or indirectly attributable to a particular Fund or
Class shall be borne solely by the the Merging
Fund.
All or a portion of the Management Fee and
Charges and Expenses may be charged to the
capital of the Merging Fund in the event
that there is insufficient income from which to
pay such Management Fee and Charges and
Expenses. In such event, on redemptions of
holdings, Shareholders may not receive back
the full amount invested.
Fee Increases
The maximum Management Fee which can be
charged is 1% and the maximum Distribution
Fee/Commission which can be charged is
0.50%. The rates of Management Fees and
Distributor’s Fees for the Merging Fund may be
increased from their current levels up to their
maximum levels provided at least one month’s
written notice is given to affected Shareholders.
Preferred Class Shares and Preferred
Accumulation Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.45% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.30%.
Value Class Shares and Value Accumulation
Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.40% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.25%.
Fee Increases
The Investment Manager may from time to
time elect to decrease or increase the Fixed
Rate. The Fixed Rate may not be increased
above the stated maximum without the
approval of affected Shareholders.
Redemption Fee Directors may charge a redemption fee up to
2% of the Net Asset Value per Share if they
have reason to believe that any Shareholder
requesting redemption is attempting any form
of arbitrage on the yield of Shares in the
Merging Fund.
None
Conversion Fee
The Directors may charge a fee on the
conversion of Shares up to a maximum of 2%
No conversion fees will be charged in respect
of any such conversion except in the case of
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 27
of Net Asset Value of Shares. It is not currently
intended to charge any conversion fee.
conversion from one currency to another. The
costs of any foreign exchange trade
necessitated by the conversion will be borne by
the converting Shareholder.
Directors’ Fees
The Articles of Association authorise the
Directors to charge a fee for their services at a
rate determined by the Directors up to a
maximum fee per Director of €20,000 per
annum, plus VAT if any thereon. All Directors
will be entitled to reimbursement by the
Merging Fund of expenses directly incurred in
attendance at board meetings.
While the Articles empower Goldman Sachs
Funds, plc to pay total Directors’ fees in any
year up to US$50,000 (or such other sum as
the Directors may from time to time determine
and disclose to the Shareholders), the
Investment Managers have agreed to
discharge all Directors’ fees and expenses
including out-of-pocket expenses.
Dividend Policy
Policy
Distributing Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulating Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Distributing Class Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulation Class Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Dividend
Distribution Date
The first Business Day of the next calendar
month.
On or about the first Business Day of the next
calendar month.
Valuation of Assets
Method of
Valuation
The Administrator shall value the investments
of the Merging Fund using the amortised cost
method.
The Administrator shall value the investments
of the Receiving Fund using the amortised cost
method.
Negative Yield
Where the Merging Fund experiences a
negative yield, the number of Distributing
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Merging Fund on the relevant Business
Day.
In addition, the Directors may convert
Shareholders of Distributing Shares to another
Class of Shares within the Merging Fund or
another Merging Fund or change the
distribution policy and/or settlement policy of
such Class of Distributing Shares to reflect that
of the corresponding Class of Accumulating
Shares within the Merging Fund or other
Merging Fund.
Where the Receiving Fund experiences a
negative yield, the number of Distribution Class
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Receiving Fund on the relevant Business
Day.
Other Information
Registered Office Guild House
Guild Street
IFSC
Dublin 1
70 Sir John Rogerson's Quay
Dublin 2
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 28
Listing on Irish
Stock Exchange
Yes
Yes
Accounting Year
End
31 December 31 December
Accounting Half
Year
30 June 30 June
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 29
APPENDIX VII
Directors of GS Funds
Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.
Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.
Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.
Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.
Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.
Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 30
APPENDIX VIII
Unaudited portfolio details for Goldman Sachs Euro Liquid Reserves Fund, the Receiving
Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF Administrator, as at 4
February 2014
Security Description Issuer Name Security Type
Traded Market
Value (EUR)
% of net
assets
UNILEVER N.V. E 2014/06/11 UNILEVER NV
Commercial
Paper 49,946,707.18 0.58%
J.P. MORGAN SEC 1 0.44000 JPMORGAN CHASE & CO
Certificates of
Deposit 100,000,000.00 1.16%
DEXIA CREDIT LOCAL VCD
2014/09/12 DEXIA SA
Certificates of
Deposit 75,002,274.65 0.87%
BANK OF CHINA L 7 0.00000
FR0122006481 BANK OF CHINA LTD
Certificates of
Deposit 49,883,002.37 0.58%
MATCHPOINT FINA 2014/02/24
FR0122101530 MATCHPOINT FINANCE
Commercial
Paper 40,695,275.17 0.47%
NORDEA BANK AB 2014/07/10 NORDEA BANK AB
Commercial
Paper 149,845,186.80 1.74%
BANK OF CHINA L 2014/04/10 BANK OF CHINA LTD
Commercial
Paper 49,946,746.55 0.58%
BANQUE FEDERATI 2014/05/12 GROUPE CREDIT MUTUEL
Commercial
Paper 29,977,621.24 0.35%
DEXIA CREDIT LO 4 0.00000 DEXIA SA
Certificates of
Deposit 124,960,246.18 1.45%
CHINA CONSTRUCT 2014/04/30
CHINA CONSTRUCTION
BANK CORP
Commercial
Paper 54,907,933.28 0.64%
BANQUE FEDERATI 2014/02/28 GROUPE CREDIT MUTUEL
Commercial
Paper 129,983,399.96 1.51%
COOPERATIEVE CE 7 0.00000
XS0949728330
RABOBANK NEDERLAND
NV
Certificates of
Deposit 99,836,986.77 1.16%
COOPERATIEVE CE 5 0.00000
XS0963888960
RABOBANK NEDERLAND
NV
Certificates of
Deposit 49,891,685.14 0.58%
STANDARD CHARTE 2014/03/10
XS0971017958
STANDARD CHARTERED
PLC
Commercial
Paper 99,978,026.66 1.16%
SVENSKA HANDELS 7 0.20000
XS0972846876
SVENSKA
HANDELSBANKEN AB
Certificates of
Deposit 25,000,138.75 0.29%
KA FINANZ AG ECS 2014/03/31 REPUBLIC OF AUSTRIA
Commercial
Paper 46,987,321.85 0.55%
THE PROCTER & G 2014/03/10
XS0981927865
PROCTER & GAMBLE
COMPANY
Commercial
Paper 129,979,756.00 1.51%
HSBC BANK PLC C 0 0.22000
XS0981984668 HSBC HOLDINGS PLC
Certificates of
Deposit 99,996,422.89 1.16%
NORDEA BANK AB 2014/02/06 NORDEA BANK AB Commercial 99,999,388.92 1.16%
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 31
XS0991972851 Paper
LMA EAC 2014/02 2014/02/12
XS0994522422 LMA SA
Commercial
Paper 18,998,412.41 0.22%
GE CAPITAL EURO 2014/05/12
XS0994991502
GE CAPITAL COMMERCIAL
MORTGAGE CORP
Commercial
Paper 99,936,077.13 1.16%
QATAR NATIONAL 6 0.00000
XS1003251524
QATAR NATIONAL BANK
SAQ
Certificates of
Deposit 99,906,021.92 1.16%
J.P. MORGAN SEC 5 0.37000
XS1005347114 JPMORGAN CHASE & CO
Certificates of
Deposit 93,000,000.00 1.08%
INDUSTRIAL AND 2014/03/20
XS1008663400
INDUSTRIAL +
COMMERCIAL BANK OF CHI
Commercial
Paper 25,984,956.30 0.30%
NV BANK NEDERLA 2014/04/15
XS1009055150
KINGDOM OF THE
NETHERLANDS
Commercial
Paper 93,969,384.68 1.09%
LMA EAC 2014/02 2014/02/06
XS1013458580 LMA SA
Commercial
Paper 159,999,066.84 1.86%
J.P. MORGAN SEC 9 0.43000
XS1014723701 JPMORGAN CHASE & CO
Certificates of
Deposit 50,000,000.00 0.58%
J.P. MORGAN SEC 9 0.28000
XS1014724006 JPMORGAN CHASE & CO
Certificates of
Deposit 100,000,000.00 1.16%
LMA EAC 2014/02 2014/02/13
XS1017230381 LMA SA
Commercial
Paper 170,992,021.44 1.99%
REGENCY ASSETS 2014/02/17
XS1020297633
REGENCY FINANCIAL
GROUP
Commercial
Paper 71,993,041.52 0.84%
MATCHPOINT FINA 2014/02/24
XS1022112277 MATCHPOINT FINANCE
Commercial
Paper 17,897,827.57 0.21%
REGENCY ASSETS 2014/02/19
XS1022151689
REGENCY FINANCIAL
GROUP
Commercial
Paper 76,375,387.66 0.89%
GE CAPITAL EUROPEAN FUNDI
VRO 2014/07/21 0.15380
GE CAPITAL COMMERCIAL
MORTGAGE CORP
Certificates of
Deposit 57,500,000.00 0.67%
GE CAPITAL EUROPEAN FUNDI
VRO 2014/07/18 0.15140
GE CAPITAL COMMERCIAL
MORTGAGE CORP
Certificates of
Deposit 57,500,000.00 0.67%
BANQUE FEDERATI 2014/08/01
XS1023449108 GROUPE CREDIT MUTUEL
Commercial
Paper 79,846,913.45 0.93%
MATCHPOINT FINA 2014/02/25
XS1023780320 MATCHPOINT FINANCE
Commercial
Paper 17,397,777.08 0.20%
MANAGED AND ENH 2014/02/07
XS1029162390
MANAGED AND ENHANCED
FUNDING
Commercial
Paper 12,141,865.09 0.14%
KA FINANZ AG EC 2014/04/02 REPUBLIC OF AUSTRIA
Commercial
Paper 70,480,278.64 0.82%
MIZUHO BANK, LT 0 0.00000
MIZUHO CORPORATE BANK
LTD (LONDON BRANCH
Certificates of
Deposit 89,939,143.63 1.05%
SVENSKA HANDELS 2014/04/07
SVENSKA
HANDELSBANKEN AB
Commercial
Paper 99,966,990.88 1.16%
BANK OF TOKYO-M 2014/02/06
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Commercial
Paper 99,999,555.74 1.16%
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 32
BANQUE FEDERATI 2014/06/06 GROUPE CREDIT MUTUEL
Commercial
Paper 94,897,987.25 1.10%
OVERSEA-CHINESE 2014/06/10
OVERSEA-CHINESE
BANKING CORP
Commercial
Paper 99,927,160.67 1.16%
MATCHPOINT FINA 2014/02/18 MATCHPOINT FINANCE
Commercial
Paper 39,896,974.85 0.46%
REGENCY ASSETS 2014/02/14
REGENCY FINANCIAL
GROUP
Commercial
Paper 99,994,750.92 1.16%
REGENCY ASSETS 2014/02/18
REGENCY FINANCIAL
GROUP
Commercial
Paper 34,997,346.36 0.41%
DBS BANK LTD. E 2014/03/27 DBS GROUP HOLDINGS LTD
Commercial
Paper 149,961,494.15 1.74%
STANDARD CHARTE 2014/06/20
STANDARD CHARTERED
PLC
Commercial
Paper 139,842,738.51 1.63%
MIZUHO BANK, LT 4 0.00000
MIZUHO CORPORATE BANK
LTD (LONDON BRANCH
Certificates of
Deposit 49,974,517.40 0.58%
MANAGED AND ENH 2014/02/12
MANAGED AND ENHANCED
FUNDING
Commercial
Paper 36,067,597.55 0.42%
THE NORINCHUKIN 8 0.00000 NORINCHUKIN BANK/THE
Certificates of
Deposit 134,920,101.93 1.57%
BANK NEDERLANDSE
GEMEENTEN 4.5% 03/10/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 7,904,918.16 0.09%
BANK OF CHINA L 2014/06/03 BANK OF CHINA LTD
Commercial
Paper 98,738,226.96 1.15%
SUMITOMO MITSUI 8 0.00000
BE6258480407
SUMITOMO MITSUI
BANKING CORPORATION
Certificates of
Deposit 144,983,335.08 1.69%
BRED BANQUE POP2/5/2014 GROUP BPCE SA Time Deposit 425,000,000.00 4.95%
CALYON LONDON2/5/2014 SAS RUE LA BOETIE Time Deposit 425,000,000.00 4.95%
BNP Paribas (Fr2/5/2014 BNP PARIBAS Time Deposit 46,800,000.00 0.54%
CAISSE CENTRALE DU CREDIT
QCD 2014/06/11 0.00000
CAISSE CENTRALE DES
ASSURANCES MUTU
Certificates of
Deposit 90,906,321.87 1.06%
OVERSEA-CHINESE 2014/07/17
OVERSEA-CHINESE
BANKING CORP
Commercial
Paper 89,890,798.24 1.05%
GENERAL FUNDING 2014/02/17 GENERAL FUNDING LTD
Commercial
Paper 74,990,003.45 0.87%
DEXIA CREDIT LOCAL ECS
2014/02/17 DEXIA SA
Commercial
Paper 89,994,004.20 1.05%
DEKABANK DEUTSC 2014/04/29
DEKABANK DEUTSCHE
GIROZENRA
Commercial
Paper 89,944,012.79 1.05%
BANK OF CHINA L 2 0.00000 BANK OF CHINA LTD
Certificates of
Deposit 49,994,466.39 0.58%
BANK OF CHINA L 2014/02/12 BANK OF CHINA LTD
Commercial
Paper 39,995,960.92 0.47%
SUMITOMO MITSUI 2 0.00000
SUMITOMO MITSUI
BANKING CORPORATION
Certificates of
Deposit 149,970,852.77 1.75%
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 33
Societe General2/5/2014 SOCIETE GENERALE
Repurchase
Agreement 340,000,000.00 3.96%
Credit Suisse S2/5/2014 CREDIT SUISSE GROUP AG
Repurchase
Agreement 300,000,000.00 3.49%
Credit Suisse S2/5/2014 CREDIT SUISSE GROUP AG
Repurchase
Agreement 40,000,000.00 0.47%
Barclays Bank P2/5/2014 BARCLAYS BANK PLC
Repurchase
Agreement 430,000,000.00 5.00%
Credit Suisse S2/5/2014 CREDIT SUISSE GROUP AG
Repurchase
Agreement 80,000,000.00 0.93%
ING Bank Nv2/5/2014
ING BANK NV (LONDON
BRANCH)
Repurchase
Agreement 100,000,000.00 1.16%
BNP Paribas2/5/2014 BNP PARIBAS
Repurchase
Agreement 80,000,000.00 0.93%
BNP Paribas2/5/2014 BNP PARIBAS
Repurchase
Agreement 200,000,000.00 2.33%
Societe General2/5/2014 SOCIETE GENERALE
Repurchase
Agreement 110,500,000.00 1.29%
REGENCY ASSETS 2014/02/10
REGENCY FINANCIAL
GROUP
Commercial
Paper 73,486,652.69 0.86%
MANAGED AND ENH 2014/02/25
MANAGED AND ENHANCED
FUNDING
Commercial
Paper 19,997,444.92 0.23%
MITSUBISHI UFJ 8 0.00000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 144,983,335.08 1.69%
BANK NEDERLANDSE
GEMEENTEN 4% 07/15/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 13,216,825.52 0.15%
GE CAPITAL EUROPEAN FUNDING
FRN 04/03/2014
GENERAL ELECTRIC
CAPITAL CORP Corporate Bond 650,130.76 0.01%
PROCTER & GAMBLE CO/THE 4.5%
05/12/2014
PROCTER & GAMBLE
COMPANY Corporate Bond 19,027,661.87 0.22%
3M CO 5% 07/14/2014 3M CO Corporate Bond 1,326,560.95 0.02%
BANK NEDERLANDSE
GEMEENTEN 3.75% 03/14/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 19,460,497.96 0.23%
ELECTRICITE DE FRANCE 5.13%
01/23/2015 FRENCH REPUBLIC
Government
Bond 3,917,566.67 0.05%
ELECTRICITE DE FRANCE 4.5%
07/17/2014 FRENCH REPUBLIC
Government
Bond 12,577,240.00 0.15%
UNEDIC 2.38% 03/31/2014 FRENCH REPUBLIC
Government
Bond 4,715,301.04 0.05%
SOCIETE DE FINANCEMENT DE
L'EC 3% 04/07/2014
SOCIETE FINANCEMENT DE
L'ECONO
Government
Bond 98,792,130.08 1.15%
EUROPEAN UNION 3.13%
04/03/2014 EUROPEAN COMMISSION
Government
Bond 5,023,109.78 0.06%
TOTAL CAPITAL SA 3.5%
02/27/2014 TOTAL SA Corporate Bond 32,553,913.95 0.38%
UCITS MERGER – MERGER TYPE (c)
M-18525506-8 34
SOCIETE DE FINANCEMENT DE
L'EC 3.13% 06/30/2014
SOCIETE FINANCEMENT DE
L'ECONO
Government
Bond 2,611,727.38 0.03%
EUROPEAN FINANCIAL STABILITY
F 1% 03/12/2014
EUROPEAN FINANCIAL
STABILITY F
Government
Bond 318,155,207.42 3.70%
ERSTE ABWICKLUNGSANSTALT
FRN 04/22/2014
ERSTE
ABWICKLUNGSANSTALT
Government
Bond 6,303,192.00 0.07%
RABOBANK FRN 04/17/2014
RABOBANK NEDERLAND
NV Corporate Bond 100,000,000.00 1.16%
RABOBANK FRN 08/21/2014
RABOBANK NEDERLAND
NV Corporate Bond 50,000,000.00 0.58%
STATE OF NORTH RHINE-
WESTPHALIA FRN 06/10/2014
STATE OF NORTH RHINE-
WESTPHALIA
Government
Bond 10,406,590.28 0.12%
FRANCE TREASURY BILL BTF 0%
09/18/2014 FRENCH REPUBLIC
Government
Bond 106,380,400.98 1.24%
Other assets and Liabilities Other assets and Liabilities Other -5,353,288.45 -0.06%
Total 8,593,968,613.64 100.00%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8
1
THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.
GLOBAL TREASURY FUNDS PLC
(an umbrella investment company with segregated liability between its sub-funds)
PROPOSED MERGER
OF
DOLLAR FUND
(a sub-fund of Global Treasury Funds plc)
INTO
GOLDMAN SACHS US$ LIQUID RESERVES FUND
(a sub-fund of Goldman Sachs Funds, plc)
THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Dollar Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10 a.m. on 23 March 2014.
The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true
and accurate in all material respects and that there are no material facts the omission of which would
make misleading any statement herein of fact or of opinion. The Directors accept responsibility
accordingly. Dated 3 March 2014
UCITS MERGER – MERGER TYPE (c)
M-18183571-8
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CONTENTS PAGE
Definitions 4
Explanatory Letter from Global Treasury Funds plc 6
Appendix I 15 Notice of Extraordinary General Meeting of the Dollar Fund
Appendix II 16 Proxy Form for Shareholders in the Dollar Fund
Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes
Appendix IV 19 Jurisdiction Table
Appendix V 20 Country Specific Information
Appendix VI 21 Schedule of Principal Similarities and Differences
Appendix VII 27 Directors of GS Funds
Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs US$ Liquid Reserves Fund as at 4 February 2014
All definitions used in this Circular, except where the context requires otherwise, have the meaning
attributed to them on pages 4 and 5.
UCITS MERGER – MERGER TYPE (c)
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3
KEY DATES FOR MERGER OF THE DOLLAR FUND AND THE GOLDMAN SACHS US$ LIQUID
RESERVES FUND
Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the first business day after the Effective Date the Goldman Sachs US$ Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs US$ Liquid Reserves Fund
The merger of the Dollar Fund with the Goldman Sachs US$ Liquid Reserves Fund is subject to the approval
of the Shareholders in the Dollar Fund. Save where otherwise provided, times referred to above are Irish
times.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8
4
DEFINITIONS
Central Bank means the Central Bank of Ireland;
Circular means this circular to be issued to Shareholders in relation to the Merger;
Directors mean the directors of GTF;
Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;
Effective Time means 7 a.m.;
Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;
Existing Shares means shares held by a Shareholder in the Merging Fund;
Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;
GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;
GSAMI means Goldman Sachs Asset Management International;
GSAMI Group means GSAMI and any Group Company of GSAMI;
GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;
GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;
Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;
KIID(s) means Key Investor Information Document(s);
Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;
Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;
Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;
Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;
UCITS MERGER – MERGER TYPE (c)
M-18183571-8
5
Merging Fund means the Dollar Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;
Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;
New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;
Prospectus means the prospectus of GTF or GS Funds as appropriate;
RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;
RBSI means the Royal Bank of Scotland International Limited;
RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;
Receiving Fund means Goldman Sachs US$ Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;
Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;
Resolution means the resolution to be considered at the Meeting;
Shareholder means a holder of Existing Shares on the share register of the Merging Fund;
UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and
UK means the United Kingdom.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8
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GLOBAL TREASURY FUNDS PLC
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014
Proposed Merger of the Dollar Fund, a sub-fund of Global Treasury Funds plc into Goldman Sachs US$
Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder
We are writing to you as a shareholder in the Dollar Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between its sub-
funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs
US$ Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.
Merging Fund of Global Treasury Funds
plc
Receiving Fund of Goldman Sachs Funds, plc
(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund
(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
(iv) Euro Government Fund
Goldman Sachs Euro Government Liquid Reserves Fund
(v) Sterling Government Fund
Goldman Sachs Sterling Government Liquid Reserves Fund
To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.
The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.
Background to and rationale for the proposed Merger
RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in
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alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.
As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.
Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%
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per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for both the Merging Fund and Receiving Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes
Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the
Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the
relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant
class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-
designate shareholders between share classes in this way and therefore the share class in which holders of
Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of
Existing Shares will receive.
Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders
In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of
the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date
so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that
dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the
Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.
Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the
Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date.
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Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator
(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial
Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.
Principal Similarities and Differences
A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI.
Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure
Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.
Service Providers
GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.
Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at
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www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.
Taxation
The below summary is only intended as a general guide to some of the main aspects of current Irish
and UK tax law and practice applicable to the Merger and may not apply to certain categories of
investor. It is not intended to provide specific advice and no action should be taken or omitted to be
taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position
in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they
should seek independent advice immediately from their professional adviser.
Shareholders should be aware that, depending on their individual circumstances, there may be some
impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider
their position in this regard. Non Irish and UK tax resident investors should in particular consider
obtaining appropriate professional advice regarding their position under the proposed Merger.
Irish Taxation
If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders. No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.
UK Taxation
Merging Fund
Capital Gains
GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the
UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the
transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or
corporation tax on chargeable gains.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on
the issue of New Shares.
Shareholders
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Individual Shareholders
On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)
Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of
shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the
purposes of SI 2009/3001.
To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the
case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual
Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of
the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the
Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as
made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.
Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)
be liable to UK income tax in respect of gains arising from the disposal.
To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be
the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of
section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual
Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of
the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been
acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being
disposed of.
If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment
described above will only be available if the transaction has been entered into for bona fide commercial reasons
and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her
Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not
apply to this transaction.
The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-
avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in
an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A
tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being
a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax
advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should
be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a
"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to
the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.
In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a
counteraction notice in relation to this transaction.
Corporate Shareholders
For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will
predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by
them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship
(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting
must be used (meaning that any debits or credits for tax purposes should be recognised in line with the
accounting treatment of the Merger).
The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation
Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed
under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To
confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not
serve a counteraction notice in relation to this transaction.
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Tax treatment of future holdings for individual Shareholders and corporate Shareholders
A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New
Shares is set out in the GS Funds’ Prospectus.
Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.
The Notice sets out the text of the Resolution to be proposed at the Meeting.
The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.
The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.
The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.
Shareholders will be notified promptly of the outcome of the Meeting.
If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.
Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the first business day after the Effective Date.
Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing
Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.
Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of
the Merger.
Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations
provide that Shareholders will have the right to request a repurchase of their Existing Shares without
charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing
Shares as set out on page 3 of this Circular.
In order for the Merger to be carried out efficiently, the Directors will bring forward the dealing deadline of the Merging Fund to 1 p.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.
Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case,
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Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.
Potential Changes to the Merging and Receiving Funds due to European Securities and Markets
Authority Guidelines
The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.
Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.
Review by an Independent Auditor
In accordance with the Regulations, an Independent Auditor will validate the following:
the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and
the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.
Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.
Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks.
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Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.
Documents available for inspection
The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:
Key Investor Information Documents (KIID) relating to the Merging Fund;
Memorandum and Articles of Association of GTF and GS Funds;
Prospectus of GTF and GS Funds;
KIIDs relating to the Receiving Fund;
Audited report and accounts of GTF for the period to 31 December 2012;
Audited report and accounts of GS Funds for the period to 31 December 2012; and
the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.
Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-
the passing of the Resolution by Shareholders to approve the Merger;
the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and
the issue of New Shares to Shareholders.
Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective.
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In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as
a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.
Yours faithfully
Director for and on behalf of
Global Treasury Funds plc
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APPENDIX I
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
DOLLAR FUND (the Merging Fund)
A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:
SPECIAL RESOLUTION:
That:
the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or
transfer of all the net assets of the Merging Fund to Goldman Sachs US$ Liquid Reserves Fund (the Receiving
Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the
date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.
BY ORDER OF THE BOARD Director for and on behalf of
Global Treasury Funds plc
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 17
APPENDIX II
FORM OF PROXY
OF
DOLLAR FUND (the Merging Fund)
A SUB-FUND OF
GLOBAL TREASURY FUNDS PLC (the Company)
I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10 a.m. and at any adjournment thereof.
Signature:_______________________ Date: _______________________
It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.
Special Resolution Number of
Shares
For
Number
of Shares
Against
Abstain
That: the merger, the terms of which are set out in a circular dated 3 March
2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman
Sachs US$ Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the
merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 18
Notes:
1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.
2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.
3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.
4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.
5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 19
APPENDIX III
List of New Share classes to be received in exchange for Existing Share classes
As set out in the table below, Classes of Share of the Merging Fund charges a management fee of 0.15% per annum whilst Classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable.
It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps.
FROM: TO:
GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC
Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee
Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
Class 1 (Acc) 15bp 35bp - Administration (Acc) 20bp 25bp
Class 1 (Dist) 15bp 35bp - Administration 20bp 25bp
Class 2 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 2 (Dist) 15bp 25bp - Administration 20bp 25bp
Class 3 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 3 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 4 (Acc) 15bp 0bp - Institutional (Acc) 20bp 0bp
Class 4 (Dist) 15bp 0bp - Institutional 20bp 0bp
Class 5 (Acc) 15bp 5bp - Value (Acc) 20bp 5bp
Class 5 (Dist) 15bp 5bp - Value 20bp 5bp
Class 6 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 6 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 7 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 7 (Dist) 15bp 25bp - Administration 20bp 25bp
Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for both the Merging Fund and Receiving Fund.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 20
APPENDIX IV
Jurisdiction Table
The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.
Jurisdiction GTF Dollar
Fund
Goldman Sachs
US$ Liquid
Reserves Fund
UK √ √
Germany √ √
Luxembourg √ √
Finland √ √
Singapore
√ (as a restricted recognised scheme)
√ (as a restricted recognised scheme)
Italy √ (for offer to institutional investors only)
√ (for offer to institutional investors only)
Jersey √ x
Guernsey √ x
Gibraltar √ x
Isle of Man √ (as a recognised scheme)
x
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 21
APPENDIX V
Country Specific Information
Guernsey
This Circular is not being circulated to the public in Guernsey and is only being circulated to existing
shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors
(Bailiwick of Guernsey) 1987, as amended.
Isle of Man
GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph
1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).
Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is
recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.
For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to
constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment
Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations
2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by
RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance
with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the
Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory
compensation arrangements in the Isle of Man.
It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule
4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any
statutory compensation arrangements in the Isle of Man.
Jersey
No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in
relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the
Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does
not constitute an "offer to the public" for the purposes of the Order.
Luxembourg
The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on
request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 22
APPENDIX VI
Schedule of Principal Similarities and Differences
For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in
the Definitions section of the relevant Prospectus
Product Features Global Treasury Funds plc
Goldman Sachs Funds, plc
Name
Dollar Fund
(the Merging Fund)
Goldman Sachs US$ Liquid Reserves Fund
(the Receiving Fund)
Domiciliation Ireland
Ireland
Regulatory Status UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
Form Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Segregated
Liability
Yes Yes
Service Providers
Manager RBS Asset Management (Dublin) Limited
Self-managed
Promoter The Royal Bank of Scotland plc
Goldman Sachs Asset Management
International
Investment
Manager
RBS Asset Management Limited Goldman Sachs Asset Management
International
Administrator BNY Mellon Fund Services (Ireland) Limited
BNY Mellon Fund Services (Ireland) Limited
Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited
Distributor UK: The Royal Bank of Scotland plc
UK: Goldman Sachs International
US: Goldman, Sachs & Co.
Auditors KPMG
PricewaterhouseCoopers
Company
Secretary
Goodbody Secretarial Limited Matsack Trust Limited
Registrar and
Transfer Agent
BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited
Legal Advisers A&L Goodbody
Matheson
Sponsoring
Broker/Listing
Agent
A&L Listing Investec
Shareholder None Goldman Sachs International acting through its
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 23
Services Agent
European Shareholder Services
Investment Objective and Policies
Investment
Objective and
Policies
The investment objective of the Merging Fund
is to provide income while preserving capital.
The Merging Fund invests predominantly in
highly rated, liquid money market instruments
issued by banks, public international bodies,
corporate or other commercial issuers as well
as those issued or guaranteed by the US
government, denominated in Dollars.
The Merging Fund may invest in “Commercial Paper” (not including asset-backed commercial paper) which is payable in Dollar and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Merging Fund may invest in other short-term obligations payable in Dollar and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Merging Fund may utilise efficient portfolio
management techniques and instruments such
as reverse repurchase agreements in
accordance with the conditions and limits set
down by the Central Bank of Ireland from time
to time.
The Merging Fund seeks to maintain a stable
Net Asset Value per Distributing Share
however this may not be guaranteed.
The investment objective of the Receiving
Fund is to provide income while preserving
capital.
The Receiving Fund will invest in Dollars
denominated debt securities and debt
instruments issued by local and national
governments, supranational organisations,
high quality banks and other financial firms so
long as they are considered to be the
equivalent of First Tier Securities which means
the highest credit rating category for short term
investments by recognised credit rating
agencies.
The Receiving Fund may invest in “Commercial Paper” (including asset-backed commercial paper) which is payable in Dollars and is issued or guaranteed by corporations, commercial banks or other entities. In addition, the Receiving Fund may invest in other short-term obligations payable in Dollars and issued or guaranteed by corporations, commercial banks or other entities, such as short-term notes and bonds.
The Receiving Fund may also invest up to 10%
of the assets in other short-term money market
funds with similar investment objectives and
policies to the Receiving Fund and that would
present minimal credit risk.
The Receiving Fund may utilise efficient
portfolio management techniques and
instruments such as reverse repurchase
agreements in accordance with the conditions
and limits set down by the Central Bank of
Ireland from time to time.
The Receiving Fund seeks to maintain a stable
Net Asset Value per Share however this may
not be guaranteed.
Rating Triple A
Triple A
Subscription and Redemption
Base Currency Dollar
Dollar
Form of Shares Distributing and accumulating shares
Distributing and accumulating shares
Business Day Any day (except Saturday or Sunday) on which
banks in the United Kingdom and the United
States are generally open for business or such
other day or days as may be determined by the
Directors and notified to Shareholders.
Any day when banks are open for business in New York with the exception of Good Friday, or such other day or days as may be determined from time to time by the Directors and notified to Shareholders in advance.
Dealing Day Any Business Day. Any Business Day.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 24
Dealing Deadline 5 p.m. Dublin time on each Dealing Day or
a later cut-off time as notified to investors at or
before the Valuation Point.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
4:00 pm New York time, (normally 9:00 pm
Dublin time) on each Dealing Day.
Administration Accumulation Class Shares
Institutional Accumulation Class Shares
Preferred Accumulation Class Shares
Value Accumulation Class Shares
11:00 am New York time (normally 4:00 pm Dublin time) on each Dealing Day.
Valuation Point 9 p.m. Dublin time on each Dealing Day.
4:00 pm New York time (normally 9:00 pm
Dublin time on a Dealing Day.
Minimum Initial
Subscription
Amount
US$50,000 US$1 million or such lesser amount as the
Directors or the Distributor may determine.
Minimum Holding Minimum holdings apply to all Classes
None
Maximum Holding Maximum holdings apply to Class 1 and Class
2 Shares
None
Subscription
Settlement Period
Close of business Dublin time on the relevant
Dealing Day with respect to the Distributing
Shares and close of business Dublin time on
the Business Day following the Dealing Day
with respect to the Accumulating Shares
Subscription monies must be transmitted to the Receiving Fund by 6 p.m. New York time (normally 11:00 pm Dublin time) or such later time as the Distributors may determine.
Redemption
Settlement Period
Distributing Shares
Redemption proceeds are ordinarily paid out
on the same Business Day where redemption
requests are received before 5 p.m. Dublin
time.
Accumulating Shares
Redemption proceeds are ordinarily paid out by
the close of business on the next Business Day
where redemption requests are received
before 5 p.m. Dublin time.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
Redemption proceeds are ordinarily wired the
same Business Day where redemption
requests are received before 4 p.m., New York
time (normally 9:00 pm Dublin time).
Administration Accumulation Class
Institutional Accumulation Class
Preferred Accumulation Class
Value Accumulation Class
Redemption proceeds are ordinarily wired the
next Business Day where redemption requests
are received before 11:00 am New York time
(normally 4:00 pm Dublin time).
Limitation of
Repurchase of
Shares
The Directors are entitled to limit the number of
Shares of the Merging Fund repurchased on
any Dealing Day to Shares representing 10%
of the Net Asset Value of the Merging Fund in
issue. In this event, the limitation will apply pro
rata so that all Shareholders wishing to have
If any Shareholder requests the redemption of
5% or more of the number of Shares of a
particular series or class in issue on any
Dealing Day, the Directors may at their
absolute discretion hold over the redemption of
such numbers of Shares held by that
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 25
Shares of that Fund repurchased on that
Dealing Day realise the same proportion of
such Shares. Shares not repurchased, but
which would otherwise have been repurchased
will be carried forward for repurchase on the
next Dealing Day. The Manager will inform the
Shareholders affected and give priority to such
requests on that next Dealing Day over
repurchase requests received subsequently.
Shareholder as exceeds 5% (“the Excess
Shares”) and, if the Directors hold over such
Excess Shares, the request for redemption on
such Dealing Day shall be reduced rateably
and the Excess Shares to which the request
relates which are not redeemed shall be
treated as if a request for redemption had been
made in respect of each subsequent Dealing
Day until all the Shares to which the original
redemption request related have been
redeemed.
Automatic
Switching
Between Share
Classes
The Merging Fund has in place an automatic
switching facility between classes 1, 2 and 3 so
that a Shareholder is automatically switched
between these classes depending on the
amount they have invested and therefore the
fees paid by such a Shareholder will vary as
they switch between Classes.
The Receiving Fund does not automatically
switch Shareholders between any of its
Classes.
Fee Structure
Initial Charge None None
Total Annual
Charges and
Expenses Fees
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
The Merging Fund may pay all its expenses out
of its assets. Such expenses include but are
not limited to brokerage commissions, legal
and other professional advisory fees, company
secretarial fees, Companies Registration Office
filings and statutory fees, auditing fees,
translation and accounting expenses, interest
on borrowings, taxes and governmental
expenses, costs of preparation, printing and
distribution of reports and notices, costs of all
marketing material and advertisements, costs
of periodic update of the Prospectus, custody
and transfer expenses (including the
remuneration and transaction charges payable
to the Custodian and any sub-custodian which
shall be at normal commercial rates together
with any expenses payable by the Custodian or
any sub-custodian and any value added tax
applicable to such remuneration, transaction
charges and expenses) stock exchange listing
fees, all expenses in connection with
registration, listing and distribution of the
Merging Fund and Shares issued or to be
issued, all expenses in connection with
obtaining and maintaining a credit rating for
any Funds or Classes or Shares, expenses of
Shareholders meetings, insurance premia,
expenses of the publication and distribution of
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
Administration Class Shares and
Administration Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund will be capped by the
Investment Manager at 0.60% per annum of
the Net Asset Value (the “Fixed Rate”),
although currently they do not exceed 0.45%.
Institutional Class Shares and Institutional
Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.35% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.20%.
Preferred Class Shares and Preferred
Accumulation Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.45% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.30%.
Value Class Shares and Value Accumulation
Class Shares
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 26
the Net Asset Value, including clerical costs of
issue or redemption of shares and any other
expenses. Any such expenses may be
deferred and amortised by the Merging Fund,
in accordance with standard accounting
practice, at the discretion of the Manager or
may be paid by the Manager out of its fees and
not out of the assets of the Merging Fund. An
estimated accrual for operating expenses of
the Merging Fund will be provided for in the
calculation of the Net Asset Value of the
Merging Fund. Operating expenses and the
fees and expenses of service providers which
are payable by the Merging Fund shall be
borne in proportion to the Net Asset Value of
the Merging Fund or attributable to the relevant
Class provided that fees and expenses directly
or indirectly attributable to a particular Fund or
Class shall be borne solely by the the Merging
Fund.
All or a portion of the Management Fee and
Charges and Expenses may be charged to the
capital of the Merging Fund in the event
that there is insufficient income from which to
pay such Management Fee and Charges and
Expenses. In such event, on redemptions of
holdings, Shareholders may not receive back
the full amount invested.
Fee Increases
The maximum Management Fee which can be
charged is 1% and the maximum Distribution
Fee/Commission which can be charged is
0.50%. The rates of Management Fees and
Distributor’s Fees for the Merging Fund may be
increased from their current levels up to their
maximum levels provided at least one month’s
written notice is given to affected Shareholders.
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.40% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.25%.
Fee Increases
The Investment Manager may from time to
time elect to decrease or increase the Fixed
Rate. The Fixed Rate may not be increased
above the stated maximum without the
approval of affected Shareholders.
Redemption Fee Directors may charge a redemption fee up to
2% of the Net Asset Value per Share if they
have reason to believe that any Shareholder
requesting redemption is attempting any form
of arbitrage on the yield of Shares in the
Merging Fund.
None
Conversion Fee
The Directors may charge a fee on the
conversion of Shares up to a maximum of 2%
of Net Asset Value of Shares. It is not currently
intended to charge any conversion fee.
No conversion fees will be charged in respect
of any such conversion except in the case of
conversion from one currency to another. The
costs of any foreign exchange trade
necessitated by the conversion will be borne by
the converting Shareholder.
Directors’ Fees
The Articles of Association authorise the
Directors to charge a fee for their services at a
rate determined by the Directors up to a
maximum fee per Director of €20,000 per
annum, plus VAT if any thereon. All Directors
will be entitled to reimbursement by the
While the Articles empower Goldman Sachs
Funds, plc to pay total Directors’ fees in any
year up to US$50,000 (or such other sum as
the Directors may from time to time determine
and disclose to the Shareholders), the
Investment Managers have agreed to
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 27
Merging Fund of expenses directly incurred in
attendance at board meetings.
discharge all Directors’ fees and expenses
including out-of-pocket expenses.
Dividend Policy
Policy
Distributing Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulating Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Distributing Class Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulation Class Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Dividend
Distribution Date
The first Business Day of the next calendar
month.
On or about the first Business Day of the next
calendar month.
Valuation of Assets
Method of
Valuation
The Administrator shall value the investments
of the Merging Fund using the amortised cost
method.
The Administrator shall value the investments
of the Receiving Fund using the amortised cost
method.
Negative Yield
Where the Merging Fund experiences a
negative yield, the number of Distributing
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Merging Fund on the relevant Business
Day.
In addition, the Directors may convert
Shareholders of Distributing Shares to another
Class of Shares within the Merging Fund or
another Merging Fund or change the
distribution policy and/or settlement policy of
such Class of Distributing Shares to reflect that
of the corresponding Class of Accumulating
Shares within the Merging Fund or other
Merging Fund.
Where the Receiving Fund experiences a
negative yield, the number of Distribution Class
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Receiving Fund on the relevant Business
Day.
Other Information
Registered Office Guild House
Guild Street
IFSC
Dublin 1
70 Sir John Rogerson's Quay
Dublin 2
Listing on Irish
Stock Exchange
Yes
Yes
Accounting Year
End
31 December 31 December
Accounting Half
Year
30 June 30 June
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 28
APPENDIX VII
Directors of GS Funds
Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.
Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.
Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.
Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.
Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.
Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 29
APPENDIX VIII
Unaudited portfolio details for Goldman Sachs US$ Liquid Reserves Fund, the Receiving
Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF Administrator, as at 4
February 2014
Security Description Issuer Name Security Type
Traded Market
Value (USD)
% of
net
assets
BANK OF CHINA LTD CD 04/29/2014 BANK OF CHINA LTD
Certificates of
Deposit 149,655,896.74 0.52%
BANK OF CHINA LIMITED-PAR FCD
2014/07/15 0.00000 BANK OF CHINA LTD
Certificates of
Deposit 199,075,939.32 0.69%
ASPEN FUNDING CORP. ACP
2014/04/16 ASPEN FUNDING
Commercial
Paper 50,012,596.57 0.17%
AUSTRALIA AND NEW ZEALAND
EXT 2013/12/12
AUSTRALIA & NEW
ZEALAND BANKING
GRO
Commercial
Paper 335,000,000.00 1.17%
BANK OF NEW ZEALAND VRO
2014/02/13 0.34000
AUSTRALIA & NEW
ZEALAND BANKING
GRO
Commercial
Paper 100,000,000.00 0.35%
BNZ INTERNATIONAL FNDNG CP
08/19/2014 GROUP BPCE SA
Commercial
Paper 49,997,623.97 0.17%
BANK OF MONTREAL YCD
2014/02/10 0.15500 BANK OF MONTREAL
Certificates of
Deposit 500,000,000.00 1.74%
BANK OF NOVA SCOTIA/HOUSTON
FRN 08/22/2014
BANK OF NOVA
SCOTIA
Certificates of
Deposit 245,000,000.00 0.85%
BANK OF NOVA SCOTIA (THE) YCD
2014/07/25 0.24000
BANK OF NOVA
SCOTIA
Certificates of
Deposit 295,000,000.00 1.03%
STANDARD CHARTERED BANK CD
2014/05/20 0.32000
STANDARD
CHARTERED PLC
Certificates of
Deposit 450,000,000.00 1.57%
MITSUBISHI UFJ TRUST AND YCD
2014/05/02 0.25000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 100,000,000.00 0.35%
CHARIOT FUNDING LLC ACP
2014/03/03
CHARIOT FUNDING
LLC
Commercial
Paper 49,989,166.67 0.17%
CHARIOT 0.00 03/07/14
CHARIOT FUNDING
LLC
Commercial
Paper 49,987,500.00 0.17%
CHARIOT FUNDING LLC ACP
2014/03/24
CHARIOT FUNDING
LLC
Commercial
Paper 49,980,416.67 0.17%
CHARIOT FUNDING LLC ACP
2014/06/26
CHARIOT FUNDING
LLC
Commercial
Paper 99,882,500.00 0.35%
CHARIOT FUNDING LLC ACP
2014/08/11
CHARIOT FUNDING
LLC
Commercial
Paper 49,922,083.33 0.17%
CHARIOT FUNDING LLC ACP
2014/08/12
CHARIOT FUNDING
LLC
Commercial
Paper 49,921,666.67 0.17%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 30
CHARIOT FUNDING LLC ACP
2014/08/22
CHARIOT FUNDING
LLC
Commercial
Paper 49,917,500.00 0.17%
CHARIOT FUNDING LLC ACP
2014/09/08
CHARIOT FUNDING
LLC
Commercial
Paper 49,910,416.67 0.17%
CHARIOT FUNDING LLC ACP
2014/10/30
CHARIOT FUNDING
LLC
Commercial
Paper 49,896,166.67 0.17%
CHARTA, LLC ACP 2014/03/05 CHARTA CORP
Commercial
Paper 74,989,500.00 0.26%
CHINA CONSTRUCTION BANK C
YCD 2014/04/11 0.60000
CHINA CONSTRUCTION
BANK CORP
Certificates of
Deposit 150,001,350.99 0.52%
CITIBANK CD 2014/03/26 0.22 CITIGROUP INC
Certificates of
Deposit 300,000,000.00 1.04%
COMMONWEALTH BANK OF AUST
FRN 2014/04/04 0.29940
COMMONWEALTH
BANK OF AUSTRALIA
Commercial
Paper 100,000,000.00 0.35%
COMMONWEALTH BANK OF AUST
VRO 2015/01/02 0.24710
COMMONWEALTH
BANK OF AUSTRALIA
Commercial
Paper 247,000,000.00 0.86%
RABOBANK NEDERLAND NY FRN
09/03/14
RABOBANK
NEDERLAND NV
Certificates of
Deposit 44,999,573.96 0.16%
COOPERATIEVE CENTRALE
RAIFFEIS FRN 06/03/2014
RABOBANK
NEDERLAND NV
Certificates of
Deposit 300,000,000.00 1.04%
COOPERATIEVE CENTRALE
RAIFFEIS FRN 09/15/2014
RABOBANK
NEDERLAND NV
Certificates of
Deposit 250,000,000.00 0.87%
COOPERATIEVE CENTRALE RAI
YCD 2015/01/09 0.35000
RABOBANK
NEDERLAND NV
Certificates of
Deposit 297,000,000.00 1.03%
CREDIT INDUSTRIEL ET COMM
YCD 2014/06/06 0.27000
GROUPE CREDIT
MUTUEL
Certificates of
Deposit 150,000,000.00 0.52%
CREDIT SUISSE NEW YORK FLT
10/24/2014
CREDIT SUISSE
GROUP AG
Certificates of
Deposit 245,000,000.00 0.85%
CREDIT SUISSE AG YCD
2014/04/17 0.23000
CREDIT SUISSE
GROUP AG
Certificates of
Deposit 300,000,000.00 1.04%
DEUTSCHE BANK AKTIENGESEL
VRO 2014/02/28 0.30000 DEUTSCHE BANK AG
Certificates of
Deposit 560,000,000.00 1.95%
DEUTSCHE BANK NY FRN
03/18/2014 DEUTSCHE BANK AG
Certificates of
Deposit 250,000,000.00 0.87%
DEXIA CREDIT LOCAL SA NY DEXIA SA
Commercial
Paper 118,961,126.67 0.41%
DEXIA CREDIT LOCAL SA NY DEXIA SA
Commercial
Paper 16,969,454.83 0.06%
DEXIA CREDIT LOCAL-NEW YO
TCP 2014/08/18 DEXIA SA
Commercial
Paper 61,206,029.50 0.21%
DEXIA CREDIT LOCAL-NEW YO
TCP 2014/08/18 DEXIA SA
Commercial
Paper 99,806,000.00 0.35%
DEXIA CREDIT LOCAL-NEW YO
TCP 2014/03/04 DEXIA SA
Commercial
Paper 19,193,232.00 0.07%
DEXIA CREDIT LOCAL-NEW YO DEXIA SA Commercial 77,972,505.00 0.27%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 31
TCP 2014/03/04 Paper
DEXIA CREDIT LOCAL-NEW YO
TCP 2014/02/28 DEXIA SA
Commercial
Paper 144,956,459.72 0.50%
ELECTRICITE DE FRANCE CP
2015/01/02
ELECTRICITE DE
FRANCE
Commercial
Paper 148,246,515.83 0.52%
ELECTRICITE DE FRANCE CP
2015/01/06
ELECTRICITE DE
FRANCE
Commercial
Paper 79,590,555.33 0.28%
FEDERAL HOME LOAN BANKS
0.25% 10/07/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 128,800,000.00 0.45%
FEDERAL HOME LOAN BANKS
0.2% 01/02/2015
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 248,000,000.00 0.86%
FEDERAL HOME LOAN BANKS
0.2% 12/26/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 300,000,000.00 1.04%
FEDERAL HOME LOAN BANKS
0.13% 07/01/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 116,956,608.44 0.41%
FEDERAL HOME LOAN BANKS
0.25% 07/25/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 259,000,000.00 0.90%
FEDERAL HOME LOAN BANKS
0.25% 07/25/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 200,000,000.00 0.70%
FEDERAL HOME LOAN BANKS
0.19% 07/11/2014
FEDERAL HOME LOAN
MORTGAGE CORP
Agency
Securities 99,992,306.85 0.35%
GEMINI SECURITIZATION COR ACP
2014/03/25
GEMINI
SECURITIZATION
CORP LLC
Commercial
Paper 199,941,333.33 0.70%
GEMINI SECURITIZATION COR ACP
2014/04/15
GEMINI
SECURITIZATION
CORP LLC
Commercial
Paper 125,031,654.49 0.44%
GEMINI SECURITIZATION COR ACP
2014/04/16
GEMINI
SECURITIZATION
CORP LLC
Commercial
Paper 119,951,000.00 0.42%
HANNOVER FUNDING COMPANY
ACP 2014/02/19
HANNOVER FUNDING
CO LLC
Commercial
Paper 100,161,767.32 0.35%
HANNOVER FUNDING COMPANY
ACP 2014/02/21
HANNOVER FINANCE
LUXEMBOURG SA
Commercial
Paper 99,993,111.12 0.35%
JPMORGAN CHASE BANK NA FRN
02/06/2015
JPMORGAN CHASE &
CO Corporate Bond 500,000,000.00 1.74%
JUPITER SECURITIZATION CO ACP
2014/02/27
JUPITER
SECURITIZATION
Commercial
Paper 24,995,416.67 0.09%
JUPITER SECURITIZATION CO ACP
2014/02/28
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 24,995,208.33 0.09%
JUPITER 0.00 03/03/14
JUPITER FUND
MANAGEMENT PLC
Commercial
Paper 49,989,166.67 0.17%
JUPITER 0.00 03/07/14
JUPITER FUND
MANAGEMENT PLC
Commercial
Paper 99,975,000.00 0.35%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 32
JUPITER SECURITIZATION CO ACP
2014/03/10
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 49,986,250.00 0.17%
JUPITER 0.00 03/11/14
JUPITER FUND
MANAGEMENT PLC
Commercial
Paper 49,985,833.33 0.17%
JUPITER SECURITIZATION CO ACP
2014/03/14
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 14,995,375.00 0.05%
JUPITER SECURITIZATION CO ACP
2014/03/28
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 24,989,375.00 0.09%
JUPITER SECURITIZATION CO ACP
2014/04/07
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 49,974,583.33 0.17%
JUPITER SECURITIZATION CO ACP
2014/07/17
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 44,939,250.00 0.16%
JUPITER SECURITIZATION CO ACP
2014/08/11
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 49,922,083.33 0.17%
JUPITER SECURITIZATION CO ACP
2014/10/02
JUPITER
SECURITIZATION CO
LLC
Commercial
Paper 49,900,416.67 0.17%
KELLS FUNDING, LLC ACP
2014/02/18 KELLS HOLDING CORP
Commercial
Paper 99,391,564.81 0.35%
KELLS FUNDING, LLC ACP
2014/05/13 KELLS HOLDING CORP
Commercial
Paper 19,988,144.45 0.07%
LANDESBANK HESSEN-THUERIN
CP 2014/02/07
LANDESBANK
HESSEN-THUERINGEN
GIROZE
Commercial
Paper 94,783,841.52 0.33%
LIBERTY STREET FUNDING LL ACP
2014/04/08
LIBERTY STREET
FUNDING LLC
Commercial
Paper 99,969,000.00 0.35%
LLOYDS BANK PLC CP 2014/02/05
0.07000
LLOYDS TSB GROUP
PLC
Commercial
Paper 1,000,000,000.00 3.48%
LMA-AMERICAS LLC ACP
2014/02/10 LMA SA
Commercial
Paper 74,998,229.17 0.26%
LMA-AMERICAS LLC ACP
2014/02/12 LMA SA
Commercial
Paper 99,996,694.44 0.35%
LMA-AMERICAS LLC ACP
2014/02/14 LMA SA
Commercial
Paper 137,294,164.75 0.48%
MITSUBISHI UFJ TRUST AND YCD
2014/03/06 0.23000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 300,000,000.00 1.04%
MITSUBISHI UFJ TRUST AND YCD
2014/03/17 0.23000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 150,000,000.00 0.52%
MITSUBISHI UFJ TRUST AND YCD
2014/06/04 0.23000
BANK OF TOKYO-
MITSUBISHI UFJ LTD
Certificates of
Deposit 250,000,000.00 0.87%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 33
MIZUHO BANK, LTD. YCD
2014/03/20 0.24000
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 220,000,000.00 0.77%
MIZUHO BANK, LTD. YCD
2014/03/24 0.24000
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 250,000,000.00 0.87%
MIZUHO BANK, LTD. YCD
2014/05/13 0.22000
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 75,000,000.00 0.26%
MIZUHO BANK, LTD. YCD
2014/06/02 0.22000
MIZUHO CORPORATE
BANK LTD (LONDON
BRANCH
Certificates of
Deposit 200,000,000.00 0.70%
NRW BANK
STATE OF NORTH
RHINE-WESTPHALIA
Commercial
Paper 749,929,583.31 2.61%
NATIONAL BANK OF KUWAIT S
YCD 2014/02/21 0.28000
NATIONAL BANK OF
KUWAIT
Certificates of
Deposit 50,000,000.00 0.17%
NATIONAL BANK OF KUWAIT S
YCD 2014/02/24 0.28000
NATIONAL BANK OF
ABU DHABI PJSC
Certificates of
Deposit 50,000,000.00 0.17%
NATIONAL BANK OF KUWAIT S
YCD 2014/04/29 0.28000
NATIONAL BANK OF
KUWAIT
Certificates of
Deposit 50,000,575.76 0.17%
NATIONAL BANK OF KUWAIT S
YCD 2014/05/06 0.28000
NATIONAL BANK OF
KUWAIT
Certificates of
Deposit 95,000,000.00 0.33%
NATIXIS NY BRANCH YCD
09/17/2014
NATIXIS (PARIS
BRANCH)
Certificates of
Deposit 250,000,000.00 0.87%
NEWPORT FUNDING CORP. ACP
2014/02/19 NEWPORT CORP
Commercial
Paper 35,070,999.22 0.12%
NIEUW AMSTERDAM RECEIVABL
ACP 2014/02/12
NIEUW AMSTERDAM
RECEIVABLES CORP
Commercial
Paper 59,997,900.00 0.21%
THE NORINCHUKIN BANK YCD
2014/04/14 0.24000
NORINCHUKIN
BANK/THE
Certificates of
Deposit 695,000,000.00 2.42%
CREDIT SUISSE SECURITIES
11/27/2013
CREDIT SUISSE
GROUP AG
Repurchase
Agreement 100,000,000.00 0.35%
WELLS FARGO SECURITIES LLC
2014/03/13 WELLS FARGO & CO
Repurchase
Agreement 250,000,000.00 0.87%
J.P. MORGAN SECURITIES LLC
2014/04/17
JPMORGAN CHASE &
CO
Repurchase
Agreement 100,000,000.00 0.35%
CREDIT SUISSE SECURITIES (USA)
LLC 2014/03/07
CREDIT SUISSE
GROUP AG
Repurchase
Agreement 250,000,000.00 0.87%
BARCLAYS BANK PLC 2014/02/05 BARCLAYS BANK PLC
Repurchase
Agreement 100,000,000.00 0.35%
BARCLAYS BANK PLC 2014/02/05 BARCLAYS BANK PLC Time Deposit 250,000,000.00 0.87%
DNB BANK ASA 2014/02/05 DNB NOR ASA Time Deposit 1,250,000,000.00 4.35%
CHINA CONSTRUCTION BANK
CORPORATION 2014/02/05
CHINA CONSTRUCTION
BANK CORP Time Deposit 250,000,000.00 0.87%
NATIONAL BANK OF KUWAIT SAK NATIONAL BANK OF Time Deposit 300,000,000.00 1.04%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 34
2014/02/05 KUWAIT
CREDIT INDUSTRIEL ET
COMMERCIAL 2014/02/05
GROUPE CREDIT
MUTUEL Time Deposit 275,000,000.00 0.96%
CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK 2014
CREDIT AGRICOLE
GROUP Time Deposit 500,000,000.00 1.74%
STANDARD CHARTERED BANK
2014/02/05
STANDARD
CHARTERED PLC Time Deposit 350,000,000.00 1.22%
DEUTSCHE BANK
AKTIENGESELLSCHAFT 2014/02/05 DEUTSCHE BANK AG Time Deposit 400,000,000.00 1.39%
NATIXIS 2014/02/05
NATIXIS (PARIS
BRANCH) Time Deposit 899,200,000.00 3.13%
ING BANK NV 2014/02/05
ING BANK NV (LONDON
BRANCH)
Repurchase
Agreement 500,000,000.00 1.74%
BARCLAYS BANK PLC 2014/02/06 BARCLAYS BANK PLC
Repurchase
Agreement 100,000,000.00 0.35%
SOCIETE GENERALE PARIS
2014/02/05 SOCIETE GENERALE
Repurchase
Agreement 400,000,000.00 1.39%
SOCIETE GENERALE PARIS
2014/02/05 SOCIETE GENERALE
Repurchase
Agreement 350,000,000.00 1.22%
DEUTSCHE BANK SECURITIES INC
2014/02/05 DEUTSCHE BANK AG
Repurchase
Agreement 100,000,000.00 0.35%
BNP PARIBAS SECURITIES CORP.
2014/02/05 BNP PARIBAS
Repurchase
Agreement 170,000,000.00 0.59%
DEUTSCHE BANK SECURITIES INC
2014/02/05 DEUTSCHE BANK AG
Repurchase
Agreement 139,200,000.00 0.48%
BNP PARIBAS SECURITIES CORP.
2014/02/05 BNP PARIBAS
Repurchase
Agreement 100,000,000.00 0.35%
BNP PARIBAS SECURITIES CORP.
2014/02/05 BNP PARIBAS
Repurchase
Agreement 35,000,000.00 0.12%
CREDIT AGRICOLE CIB 2014/02/05
CREDIT AGRICOLE
GROUP
Repurchase
Agreement 1,500,000,000.00 5.22%
CITIGROUP GLOBAL MARKETS
INC. 2014/02/05 CITIGROUP INC
Repurchase
Agreement 115,000,000.00 0.40%
ING FINANCIAL MARKETS LLC
2014/02/05
ING BANK NV (LONDON
BRANCH)
Repurchase
Agreement 250,000,000.00 0.87%
REGENCY MARKETS NO. 1, LL ACP
2014/02/18
REGENCY MARKETS
NO. 1 LLC
Commercial
Paper 195,137,134.24 0.68%
REGENCY MARKETS NO. 1, LL ACP
2014/02/19
REGENCY MARKETS
NO. 1 LLC
Commercial
Paper 151,347,759.50 0.53%
ROYAL BANK OF CANADA NY FRN
08/01/2014
ROYAL BANK OF
CANADA
Certificates of
Deposit 300,000,000.00 1.04%
STANDARD CHARTERED BANK
YCD 2014/04/30 0.28000
STANDARD
CHARTERED PLC
Certificates of
Deposit 100,000,000.00 0.35%
SUMITOMO MITSUI BANKING C
YCD 2014/03/03 0.24000
SUMITOMO MITSUI
BANKING
Certificates of
Deposit 225,000,000.00 0.78%
UCITS MERGER – MERGER TYPE (c)
M-18183571-8 35
CORPORATION
SUMITOMO MITSUI BANKING C
YCD 2014/03/05 0.22000
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 319,998,756.52 1.11%
SUMITOMO MITSUI BANKING C
YCD 2014/04/22 0.22000
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 250,000,000.00 0.87%
SUMITOMO MITSUI TRUST BAN
YCD 2014/03/12 0.22000
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 450,000,000.00 1.57%
SUMITOMO MITSUI TRUST BAN
YCD 2014/05/19 0.22000
SUMITOMO MITSUI
BANKING
CORPORATION
Certificates of
Deposit 150,000,000.00 0.52%
SVENSKA HANDELSBANKEN AB
FRN 03/04/2015
SVENSKA
HANDELSBANKEN AB Corporate Bond 300,000,000.00 1.04%
WESTPAC BANKING CORP FRN
02/27/2015
WESTPAC BANKING
CORP Corporate Bond 350,000,000.00 1.22%
VERSAILLES COMMERCIAL PAP
PVR 2014/03/05 0.24210
VERSAILLES
COMMERCIAL PAPER
LL
Commercial
Paper 100,000,000.00 0.35%
VICTORY RECEIVABLES CORPO
ACP 2014/03/06
VICTORY
RECEIVABLES CORP
Commercial
Paper 139,980,827.78 0.49%
VICTORY RECEIVABLES CORPO
ACP 2014/03/10
VICTORY
RECEIVABLES CORP
Commercial
Paper 99,984,416.66 0.35%
WELLS FARGO BANK, NATIONA
VRO 2014/11/13 0.23750 WELLS FARGO & CO
Certificates of
Deposit 150,000,000.00 0.52%
WELLS FARGO BANK NA FRN
02/20/2015 WELLS FARGO & CO Corporate Bond 170,000,000.00 0.59%
WESTPAC BANKING CORPORATI
VRO 2014/07/18 0.29620
WESTPAC BANKING
CORP
Certificates of
Deposit 75,000,000.00 0.26%
CREDIT AGRICOLE CORPORATE
FCD 2014/05/02 0.2600
CREDIT AGRICOLE
GROUP
Certificates of
Deposit 445,005,311.84 1.55%
CREDIT INDUSTRIEL ET COMM
FCD 2014/04/02 0.27500
GROUPE CREDIT
MUTUEL
Certificates of
Deposit 275,006,411.16 0.96%
CREDIT INDUSTRIEL ET
COMMERCIAL
GROUPE CREDIT
MUTUEL
Certificates of
Deposit 248,011,836.45 0.86%
NATIONAL AUSTRALIA BANK CD
FRN 10/23/2014
NATIONAL AUSTRALIA
BANK LTD
Certificates of
Deposit 150,001,378.09 0.52%
Other assets and Liabilities
Other assets and
Liabilities Other -100,406,256.61 -0.35%
Total 28,725,405,790.05 100.00%
UCITS MERGER – MERGER TYPE (c)
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1
THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.
GLOBAL TREASURY FUNDS PLC
(an umbrella investment company with segregated liability between its sub-funds)
PROPOSED MERGER
OF
STERLING GOVERNMENT FUND
(a sub-fund of Global Treasury Funds plc)
INTO
GOLDMAN SACHS STERLING GOVERNMENT LIQUID RESERVES FUND
(a sub-fund of Goldman Sachs Funds, plc)
THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Sterling Government Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.40 a.m. on 23 March 2014.
The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true
and accurate in all material respects and that there are no material facts the omission of which would
make misleading any statement herein of fact or of opinion. The Directors accept responsibility
accordingly. Dated 3 March 2014
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CONTENTS PAGE
Definitions 4
Explanatory Letter from Global Treasury Funds plc 6
Appendix I 15 Notice of Extraordinary General Meeting of the Sterling Government Fund
Appendix II 16 Proxy Form for Shareholders in the Sterling Government Fund
Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes
Appendix IV 19 Jurisdiction Table
Appendix V 20 Country Specific Information
Appendix VI 21 Schedule of Principal Similarities and Differences
Appendix VII 27 Directors of GS Funds
Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Sterling Government Liquid Reserves Fund as at 4 February 2014
All definitions used in this Circular, except where the context requires otherwise, have the meaning
attributed to them on pages 4 and 5.
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KEY DATES FOR MERGER OF THE STERLING GOVERNMENT FUND AND THE GOLDMAN SACHS
STERLING GOVERNMENT LIQUID RESERVES FUND
Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.40 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Sterling Government Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Sterling Government Liquid Reserves Fund
The merger of the Sterling Government Fund with the Goldman Sachs Sterling Government Liquid Reserves
Fund is subject to the approval of the Shareholders in the Sterling Government Fund. Save where otherwise
provided, times referred to above are Irish times.
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DEFINITIONS
Central Bank means the Central Bank of Ireland;
Circular means this circular to be issued to Shareholders in relation to the Merger;
Directors mean the directors of GTF;
Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;
Effective Time means 7 a.m.;
Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;
Existing Shares means shares held by a Shareholder in the Merging Fund;
Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;
GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;
GSAMI means Goldman Sachs Asset Management International;
GSAMI Group means GSAMI and any Group Company of GSAMI;
GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;
GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;
Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;
KIID(s) means Key Investor Information Document(s);
Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;
Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;
Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;
Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;
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Merging Fund means the Sterling Government Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;
Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;
New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;
Prospectus means the prospectus of GTF or GS Funds as appropriate;
RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;
RBSI means the Royal Bank of Scotland International Limited;
RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;
Receiving Fund means Goldman Sachs Sterling Government Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;
Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;
Resolution means the resolution to be considered at the Meeting;
Shareholder means a holder of Existing Shares on the share register of the Merging Fund;
UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and
UK means the United Kingdom.
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GLOBAL TREASURY FUNDS PLC
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014
Proposed Merger of the Sterling Government Fund, a sub-fund of Global Treasury Funds plc into
Goldman Sachs Sterling Government Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder
We are writing to you as a shareholder in the Sterling Government Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability
between its sub-funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs
Sterling Government Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.
Merging Fund of Global Treasury Funds
plc
Receiving Fund of Goldman Sachs Funds, plc
(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund
(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
(iv) Euro Government Fund
Goldman Sachs Euro Government Liquid Reserves Fund
(v) Sterling Government Fund
Goldman Sachs Sterling Government Liquid Reserves Fund
To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.
The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.
Background to and rationale for the proposed Merger
RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in
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alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.
As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.
Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date.
Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of share of the Merging Fund charges a management fee of 0.15%
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per annum whilst classes of share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes
Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the
Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the
relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant
class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-
designate shareholders between share classes in this way and therefore the share class in which holders of
Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of
Existing Shares will receive.
Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders
In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of
the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date
so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that
dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the
Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.
Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the
Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any member of its group held by the Merging Fund will be disposed of prior to the Effective Date.
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Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator
(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial
Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.
Principal Similarities and Differences
A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI.
Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure
Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.
Service Providers
GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.
Key Investor Information Document (KIID) A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at
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www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.
Taxation
The below summary is only intended as a general guide to some of the main aspects of current Irish
and UK tax law and practice applicable to the Merger and may not apply to certain categories of
investor. It is not intended to provide specific advice and no action should be taken or omitted to be
taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position
in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they
should seek independent advice immediately from their professional adviser.
Shareholders should be aware that, depending on their individual circumstances, there may be some
impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider
their position in this regard. Non Irish and UK tax resident investors should in particular consider
obtaining appropriate professional advice regarding their position under the proposed Merger.
Irish Taxation
If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders. No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.
UK Taxation
Merging Fund
Capital Gains
GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the
UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the
transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or
corporation tax on chargeable gains.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on
the issue of New Shares.
Shareholders
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Individual Shareholders
On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)
Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of
shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the
purposes of SI 2009/3001.
To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the
case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual
Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of
the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the
Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as
made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.
Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)
be liable to UK income tax in respect of gains arising from the disposal.
To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be
the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of
section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual
Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of
the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been
acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being
disposed of.
If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment
described above will only be available if the transaction has been entered into for bona fide commercial reasons
and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her
Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not
apply to this transaction.
The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-
avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in
an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A
tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being
a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax
advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should
be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a
"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to
the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.
In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a
counteraction notice in relation to this transaction.
Corporate Shareholders
For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will
predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by
them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship
(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting
must be used (meaning that any debits or credits for tax purposes should be recognised in line with the
accounting treatment of the Merger).
The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation
Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed
under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To
confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not
serve a counteraction notice in relation to this transaction.
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Tax treatment of future holdings for individual Shareholders and corporate Shareholders
A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New
Shares is set out in the GS Funds’ Prospectus.
Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.
The Notice sets out the text of the Resolution to be proposed at the Meeting.
The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.
The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.
The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.
Shareholders will be notified promptly of the outcome of the Meeting.
If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.
Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the Effective Date.
Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing
Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.
Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of
the Merger.
Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations
provide that Shareholders will have the right to request a repurchase of their Existing Shares without
charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing
Shares as set out on page 3 of this Circular.
Dealings in the Existing Shares will cease at 12 noon on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.
Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular. In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case,
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 13
Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.
Potential Changes to the Merging and Receiving Funds due to European Securities and Markets
Authority Guidelines
The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.
Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.
Review by an Independent Auditor
In accordance with the Regulations, an Independent Auditor will validate the following:
the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and
the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.
Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.
Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds. In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 14
Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.
Documents available for inspection
The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:
Key Investor Information Documents (KIID) relating to the Merging Fund;
Memorandum and Articles of Association of GTF and GS Funds;
Prospectus of GTF and GS Funds;
KIIDs relating to the Receiving Fund;
Audited report and accounts of GTF for the period to 31 December 2012;
Audited report and accounts of GS Funds for the period to 31 December 2012; and
the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.
Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-
the passing of the Resolution by Shareholders to approve the Merger;
the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and
the issue of New Shares to Shareholders.
Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become effective.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 15
In the opinion of the Directors, the Merger is fair and reasonable and is in the best interests of Shareholders, as
a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.40 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.
Yours faithfully
Director for and on behalf of
Global Treasury Funds plc
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 16
APPENDIX I
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
STERLING GOVERNMENT FUND (the Merging Fund)
A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10.40 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:
SPECIAL RESOLUTION:
That:
the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Sterling Government Liquid Reserves Fund
(the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the
Merging Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.
BY ORDER OF THE BOARD Director for and on behalf of
Global Treasury Funds plc
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 17
APPENDIX II
FORM OF PROXY
OF
STERLING GOVERNMENT FUND (the Merging Fund)
A SUB-FUND OF
GLOBAL TREASURY FUNDS PLC (the Company)
I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10.40 a.m. and at any adjournment thereof.
Signature:_______________________ Date: _______________________
It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.
Special Resolution Number of
Shares
For
Number
of Shares
Against
Abstain
That: the merger, the terms of which are set out in a circular dated 3 March
2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman
Sachs Sterling Government Liquid Reserves Fund (the Receiving
Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the
merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 18
Notes:
1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.
2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.
3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.
4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.
5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 19
APPENDIX III
List of New Share classes to be received in exchange for Existing Share classes
As set out in the table below, Classes of Share of the Merging Fund charges a management fee of 0.15% per annum whilst Classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable.
It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps.
FROM: TO:
GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC
Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee
Sterling Government Fund Goldman Sachs Sterling Government Liquid Reserves Fund
Class 1 (Acc) 15bp 35bp - Administration (Acc) 20bp 25bp
Class 1 (Dist) 15bp 35bp - Administration 20bp 25bp
Class 2 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 2 (Dist) 15bp 25bp - Administration 20bp 25bp
Class 3 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 3 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 4 (Acc) 15bp 0bp - Institutional (Acc) 20bp 0bp
Class 4 (Dist) 15bp 0bp - Institutional 20bp 0bp
Class 5 (Acc) 15bp 5bp - Value (Acc) 20bp 5bp
Class 5 (Dist) 15bp 5bp - Value 20bp 5bp
Class 6 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 6 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 7 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 7 (Dist) 15bp 25bp - Administration 20bp 25bp
Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund and currently this policy is active for the Merging Fund.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 20
APPENDIX IV
Jurisdiction Table
The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.
Jurisdiction
GTF Sterling
Government
Fund
Goldman Sachs
Sterling
Government Liquid
Reserves Fund
UK √ √
Germany √ √
Luxembourg √ √
Finland √ √
Italy √ (for offer to institutional investors only)
√ (for offer to institutional investors only)
Jersey √ x
Guernsey √ x
Gibraltar √ x
Isle of Man √ (as a recognised scheme)
x
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M-18183574-8 21
APPENDIX V
Country Specific Information
Guernsey
This Circular is not being circulated to the public in Guernsey and is only being circulated to existing
shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors
(Bailiwick of Guernsey) 1987, as amended.
Isle of Man
GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph
1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).
Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is
recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.
For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to
constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment
Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations
2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by
RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance
with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the
Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory
compensation arrangements in the Isle of Man.
It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule
4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any
statutory compensation arrangements in the Isle of Man.
Jersey
No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in
relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the
Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does
not constitute an "offer to the public" for the purposes of the Order.
Luxembourg
The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on
request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 22
APPENDIX VI
Schedule of Principal Similarities and Differences
For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in
the Definitions section of the relevant Prospectus
Product Features Global Treasury Funds plc
Goldman Sachs Funds, plc
Name
Sterling Government Fund
(the Merging Fund)
Goldman Sachs Sterling Government Liquid
Reserves Fund
(the Receiving Fund)
Domiciliation Ireland
Ireland
Regulatory Status UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
Form Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Segregated
Liability
Yes Yes
Service Providers
Manager RBS Asset Management (Dublin) Limited
Self-managed
Promoter The Royal Bank of Scotland plc
Goldman Sachs Asset Management
International
Investment
Manager
RBS Asset Management Limited Goldman Sachs Asset Management
International
Administrator BNY Mellon Fund Services (Ireland) Limited
BNY Mellon Fund Services (Ireland) Limited
Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited
Distributor UK: The Royal Bank of Scotland plc
UK: Goldman Sachs International
US: Goldman, Sachs & Co.
Auditors KPMG
PricewaterhouseCoopers
Company
Secretary
Goodbody Secretarial Limited Matsack Trust Limited
Registrar and
Transfer Agent
BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited
Legal Advisers A&L Goodbody
Matheson
Sponsoring
Broker/Listing
Agent
A&L Listing Investec
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M-18183574-8 23
Shareholder
Services Agent
None Goldman Sachs International acting through its
European Shareholder Services
Investment Objective and Policies
Investment
Objective and
Policies
The investment objective of the Merging Fund
is to provide income while preserving capital.
This can either be achieved directly via
investment in government issued securities, or
indirectly via investment in short term reverse
repurchase agreements (repo) backed by rated
government collateral, denominated in Sterling.
The Merging Fund may utilise efficient portfolio
management techniques and instruments such
as reverse repurchase agreements in
accordance with the conditions and limits set
down by the Central Bank of Ireland from time
to time.
The Merging Fund seeks to maintain a stable
Net Asset Value per Distributing Share
however this may not be guaranteed.
The investment objective of the Receiving
Fund is to provide income while preserving
capital.
The Receiving Fund will invest in Sterling
denominated debt securities and debt
instruments issued by local and national
governments, supranational organisations,
high quality banks and other financial firms so
long as they are considered to be the
equivalent of First Tier Securities which means
the highest credit rating category for short term
investments by recognised credit rating
agencies.
The Receiving Fund may utilise efficient
portfolio management techniques and
instruments such as reverse repurchase
agreements in accordance with the conditions
and limits set down by the Central Bank of
Ireland from time to time.
The Receiving Fund seeks to maintain a stable
Net Asset Value per Share however this may
not be guaranteed.
Rating Triple A
Triple A
Subscription and Redemption
Base Currency Sterling
Sterling
Form of Shares Distributing and accumulating shares
Distributing and accumulating shares
Business Day Those days when banks are open for business
in the United Kingdom, or such other day or
days as may be determined from time to time
by the Directors and notified to Shareholders in
advance.
Those days when banks are open for business
in London, or such other day or days as may
be determined from time to time by the
Directors and notified to Shareholders in
advance.
Dealing Day Any Business Day.
Any Business Day.
Dealing Deadline 12 noon Dublin time on each Dealing Day or
a later cut-off time as notified to investors at or
before the Valuation Point.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
1 p.m. Dublin time on each Dealing Day
The Distributor may elect a later cut-off time at
or before the Valuation Point.
Administration Accumulation Class Shares
Institutional Accumulation Class Shares
Preferred Accumulation Class Shares
Value Accumulation Class Shares
4 p.m. Dublin time on each Dealing Day.
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M-18183574-8 24
Valuation Point 5 p.m. Dublin time on each Dealing Day.
4 p.m. Dublin time on a Dealing Day.
Minimum Initial
Subscription
Amount
£50,000 £1 million or such lesser amount as the
Directors or the Distributor may determine.
Minimum Holding Minimum holdings apply to all Classes
None
Maximum Holding Maximum holdings apply to Class 1 and Class
2 Shares
None
Subscription
Settlement Period
Close of business Dublin time on the relevant
Dealing Day with respect to the Distributing
Shares and close of business Dublin time on
the Business Day following the Dealing Day
with respect to the Accumulating Shares
Subscription monies must be transmitted to the
Receiving Fund by 4 p.m, Dublin time or such
later time as the Distributor may determine.
Redemption
Settlement Period
Distributing Shares
Redemption proceeds are ordinarily paid out by
close of business on the same Business Day
where redemption requests are received
before 12 noon Dublin time.
Accumulating Shares
Redemption proceeds are ordinarily paid out by
the close of business on the next Business Day
where redemption requests are received
before 12 noon Dublin time.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
Redemption proceeds are ordinarily wired the
same Business Day where redemption
requests are received before 1 p.m Dublin
time.
Administration Accumulation Class
Institutional Accumulation Class
Preferred Accumulation Class
Value Accumulation Class
Redemption proceeds are ordinarily wired the
next Business Day where redemption requests
are received before 4 p.m. Dublin time.
Limitation of
Repurchase of
Shares
The Directors are entitled to limit the number of
Shares of the Merging Fund repurchased on
any Dealing Day to Shares representing 10%
of the Net Asset Value of the Merging Fund in
issue. In this event, the limitation will apply pro
rata so that all Shareholders wishing to have
Shares of that Fund repurchased on that
Dealing Day realise the same proportion of
such Shares. Shares not repurchased, but
which would otherwise have been repurchased
will be carried forward for repurchase on the
next Dealing Day. The Manager will inform the
Shareholders affected and give priority to such
requests on that next Dealing Day over
repurchase requests received subsequently.
If any Shareholder requests the redemption of
5% or more of the number of Shares of a
particular series or class in issue on any
Dealing Day, the Directors may at their
absolute discretion hold over the redemption of
such numbers of Shares held by that
Shareholder as exceeds 5% (“the Excess
Shares”) and, if the Directors hold over such
Excess Shares, the request for redemption on
such Dealing Day shall be reduced rateably
and the Excess Shares to which the request
relates which are not redeemed shall be
treated as if a request for redemption had been
made in respect of each subsequent Dealing
Day until all the Shares to which the original
redemption request related have been
redeemed.
Automatic
Switching
Between Share
Classes
The Merging Fund has in place an automatic
switching facility between classes 1, 2 and 3 so
that a Shareholder is automatically switched
between these classes depending on the
amount they have invested and therefore the
fees paid by such a Shareholder will vary as
The Receiving Fund does not automatically
switch Shareholders between any of its
Classes.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 25
they switch between Classes.
Fee Structure
Initial Charge None None
Total Annual
Charges and
Expenses Fees
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
The Merging Fund may pay all its expenses out
of its assets. Such expenses include but are
not limited to brokerage commissions, legal
and other professional advisory fees, company
secretarial fees, Companies Registration Office
filings and statutory fees, auditing fees,
translation and accounting expenses, interest
on borrowings, taxes and governmental
expenses, costs of preparation, printing and
distribution of reports and notices, costs of all
marketing material and advertisements, costs
of periodic update of the Prospectus, custody
and transfer expenses (including the
remuneration and transaction charges payable
to the Custodian and any sub-custodian which
shall be at normal commercial rates together
with any expenses payable by the Custodian or
any sub-custodian and any value added tax
applicable to such remuneration, transaction
charges and expenses) stock exchange listing
fees, all expenses in connection with
registration, listing and distribution of the
Merging Fund and Shares issued or to be
issued, all expenses in connection with
obtaining and maintaining a credit rating for
any Funds or Classes or Shares, expenses of
Shareholders meetings, insurance premia,
expenses of the publication and distribution of
the Net Asset Value, including clerical costs of
issue or redemption of shares and any other
expenses. Any such expenses may be
deferred and amortised by the Merging Fund,
in accordance with standard accounting
practice, at the discretion of the Manager or
may be paid by the Manager out of its fees and
not out of the assets of the Merging Fund. An
estimated accrual for operating expenses of
the Merging Fund will be provided for in the
calculation of the Net Asset Value of the
Merging Fund. Operating expenses and the
fees and expenses of service providers which
are payable by the Merging Fund shall be
borne in proportion to the Net Asset Value of
the Merging Fund or attributable to the relevant
Class provided that fees and expenses directly
or indirectly attributable to a particular Fund or
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
Administration Class Shares and
Administration Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund will be capped by the
Investment Manager at 0.60% per annum of
the Net Asset Value (the “Fixed Rate”),
although currently they do not exceed 0.45%.
Institutional Class Shares and Institutional
Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.35% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.20%.
Preferred Class Shares and Preferred
Accumulation Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.45% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.30%.
Value Class Shares and Value Accumulation
Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.40% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.25%.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 26
Class shall be borne solely by the the Merging
Fund.
All or a portion of the Management Fee and
Charges and Expenses may be charged to the
capital of the Merging Fund in the event
that there is insufficient income from which to
pay such Management Fee and Charges and
Expenses. In such event, on redemptions of
holdings, Shareholders may not receive back
the full amount invested.
Fee Increases
The maximum Management Fee which can be
charged is 1% and the maximum Distribution
Fee/Commission which can be charged is
0.50%. The rates of Management Fees and
Distributor’s Fees for the Merging Fund may be
increased from their current levels up to their
maximum levels provided at least one month’s
written notice is given to affected
Shareholders.
Fee Increases
The Investment Manager may from time to
time elect to decrease or increase the Fixed
Rate. The Fixed Rate may not be increased
above the stated maximum without the
approval of affected Shareholders.
Redemption Fee Directors may charge a redemption fee up to
2% of the Net Asset Value per Share if they
have reason to believe that any Shareholder
requesting redemption is attempting any form
of arbitrage on the yield of Shares in the
Merging Fund.
None
Conversion Fee
The Directors may charge a fee on the
conversion of Shares up to a maximum of 2%
of Net Asset Value of Shares. It is not
currently intended to charge any conversion
fee.
No conversion fees will be charged in respect
of any such conversion except in the case of
conversion from one currency to another. The
costs of any foreign exchange trade
necessitated by the conversion will be borne by
the converting Shareholder.
Directors’ Fees
The Articles of Association authorise the
Directors to charge a fee for their services at a
rate determined by the Directors up to a
maximum fee per Director of €20,000 per
annum, plus VAT if any thereon. All Directors
will be entitled to reimbursement by the
Merging Fund of expenses directly incurred in
attendance at board meetings.
While the Articles empower Goldman Sachs
Funds, plc to pay total Directors’ fees in any
year up to US$50,000 (or such other sum as
the Directors may from time to time determine
and disclose to the Shareholders), the
Investment Managers have agreed to
discharge all Directors’ fees and expenses
including out-of-pocket expenses.
Dividend Policy
Policy
Distributing Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulating Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
Distributing Class Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulation Class Shares
Dividends will not be paid. The Directors have
determined to accumulate all net income and
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 27
net realised capital gains attributable to the
Shares.
net realised capital gains attributable to the
Shares.
Dividend
Distribution Date
The first Business Day of the next calendar
month.
On or about the first Business Day of the next
calendar month.
Valuation of Assets
Method of
Valuation
The Administrator shall value the investments
of the Merging Fund using the amortised cost
method.
The Administrator shall value the investments
of the Receiving Fund using the amortised cost
method.
Negative Yield
Where the Merging Fund experiences a
negative yield, the number of Distributing
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Merging Fund on the relevant Business
Day.
In addition, the Directors may convert
Shareholders of Distributing Shares to another
Class of Shares within the Merging Fund or
another Merging Fund or change the
distribution policy and/or settlement policy of
such Class of Distributing Shares to reflect that
of the corresponding Class of Accumulating
Shares within the Merging Fund or other
Merging Fund.
Where the Receiving Fund experiences a
negative yield, the number of Distribution Class
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Receiving Fund on the relevant Business
Day.
Other Information
Registered Office Guild House
Guild Street
IFSC
Dublin 1
70 Sir John Rogerson's Quay
Dublin 2
Listing on Irish
Stock Exchange
Yes
Yes
Accounting Year
End
31 December 31 December
Accounting Half
Year
30 June 30 June
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 28
APPENDIX VII
Directors of GS Funds
Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.
Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.
Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.
Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.
Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.
Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.
UCITS MERGER – MERGER TYPE (c)
M-18183574-8 29
APPENDIX VIII
Unaudited portfolio details for Goldman Sachs Sterling Liquid Reserves Fund, the Receiving
Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF Administrator, as at 4
February 2014
Security Description Issuer Name Security Type
Traded Market
Value (GBP)
% of net
assets
NV BANK NEDERLANDSE GEMEE
ECS 2014/09/22 CP
BANK NEDERLANDSE
GEMEENTEN
Commercial
Paper 996,611.58 0.34%
AGENCE CENTRALE DES ORGAN
ECP 2014/10/01
AGENCE CENTRALE
DES ORGANISMES
Commercial
Paper 1,992,221.89 0.69%
Merrill Lynch I2/5/2014
MERRILL LYNCH + CO
INC
Repurchase
Agreement 28,000,000.00 9.67%
J.P. MORGAN SEC2/5/2014
JPMORGAN CHASE &
CO
Repurchase
Agreement 50,000,000.00 17.27%
Barclays Bank P2/5/2014 BARCLAYS BANK PLC
Repurchase
Agreement 50,000,000.00 17.27%
Societe General2/5/2014 SOCIETE GENERALE
Repurchase
Agreement 55,000,000.00 19.00%
BNP Paribas2/5/2014 BNP PARIBAS
Repurchase
Agreement 52,500,000.00 18.14%
UNITED KINGDOM TREASURY BILL
0% 02/17/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 39,996,975.72 13.82%
UNITED KINGDOM TREASURY BILL
0% 04/22/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 999,396.61 0.35%
UNITED KINGDOM TREASURY BILL
0% 03/10/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 2,999,322.17 1.04%
UNITED KINGDOM TREASURY BILL
0% 04/07/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 999,532.33 0.35%
UNITED KINGDOM TREASURY BILL
0% 04/14/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 4,997,300.33 1.73%
UNITED KINGDOM TREASURY BILL
0% 07/21/2014
UNITED KINGDOM OF
GREAT BRITAIN AND
Government
Bond 998,320.36 0.34%
Other assets and Liabilities
Other assets and
Liabilities Other -11,038.36 0.00%
Total 289,468,642.63 100.00%
UCITS MERGER – MERGER TYPE (c)
M-18183573-9
1
THIS CIRCULAR IS SENT TO YOU AS A SHAREHOLDER IN GLOBAL TREASURY FUNDS PLC. IT IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE
ACTION TO BE TAKEN, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR OR ATTORNEY OR OTHER PROFESSIONAL ADVISOR. If you have sold or otherwise transferred your holding in Global Treasury Funds plc please send this document and the accompanying proxy form to the stockbroker, bank manager, or other agent through whom the sale was effected for transmission to the purchaser or transferee.
GLOBAL TREASURY FUNDS PLC
(an umbrella investment company with segregated liability between its sub-funds)
PROPOSED MERGER
OF
EURO GOVERNMENT FUND
(a sub-fund of Global Treasury Funds plc)
INTO
GOLDMAN SACHS EURO GOVERNMENT LIQUID RESERVES FUND
(a sub-fund of Goldman Sachs Funds, plc)
THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 14. Notice of a Meeting of Shareholders in the Euro Government Fund, a sub-fund of Global Treasury Funds plc, to be held on 25 March 2014 is set out on page 15 of this Circular. You are particularly requested to complete and return the relevant enclosed proxy form contained on page 16 of this Circular in accordance with the instructions printed thereon as soon as possible but in any event so that they arrive by 10.30 a.m. on 23 March 2014.
The Directors have taken all reasonable care to ensure that the facts contained in this Circular are true
and accurate in all material respects and that there are no material facts the omission of which would
make misleading any statement herein of fact or of opinion. The Directors accept responsibility
accordingly. Dated 3 March 2014
UCITS MERGER – MERGER TYPE (c)
M-18183573-9
2
CONTENTS PAGE
Definitions 4
Explanatory Letter from Global Treasury Funds plc 6
Appendix I 15 Notice of Extraordinary General Meeting of the Euro Government Fund
Appendix II 16 Proxy Form for Shareholders in the Euro Government Fund
Appendix III 18 List of New Share classes to be received in exchange for Existing Share classes
Appendix IV 19 Jurisdiction Table
Appendix V 20 Country Specific Information
Appendix VI 21 Schedule of Principal Similarities and Differences
Appendix VII 27 Directors of GS Funds
Appendix VIII 28 Unaudited portfolio details for the Goldman Sachs Euro Government Liquid Reserves Fund as at 4 February 2014
All definitions used in this Circular, except where the context requires otherwise, have the meaning
attributed to them on pages 4 and 5.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9
3
KEY DATES FOR MERGER OF THE EURO GOVERNMENT FUND AND THE GOLDMAN SACHS EURO
GOVERNMENT LIQUID RESERVES FUND
Date of dispatch of Circular 3 March 2014 Last time and date for receipt of proxy forms in relation 10.30 a.m. on 23 March 2014 to the Meeting Date of the Meeting 25 March 2014 Date of dispatch of notification of outcome of the Meeting 25 March 2014 (and notification of any change to the Effective Date) Latest time for dealing in Existing Shares 11 April 2014 Effective Date and Time 7 a.m. on 14 April 2014 First day for dealing in New Shares in the Effective Date the Goldman Sachs Euro Government Liquid Reserves Fund Date of dispatch of letters confirming within 21 days of the Effective Date shareholding in the Goldman Sachs Euro Government Liquid Reserves Fund
The merger of the Euro Government Fund with the Goldman Sachs Euro Government Liquid Reserves Fund
is subject to the approval of the Shareholders in the Euro Government Fund. Save where otherwise
provided, times referred to above are Irish times.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9
4
DEFINITIONS
Central Bank means the Central Bank of Ireland;
Circular means this circular to be issued to Shareholders in relation to the Merger;
Directors mean the directors of GTF;
Directive means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);
Effective Date is 14 April 2014 or such later date as may be notified to Shareholders at the time of the notification of the outcome of the Meeting;
Effective Time means 7 a.m.;
Exchange Ratio means the number of New Shares which a Shareholder participating in the Merger will receive in the Receiving Fund in exchange for and having an equivalent value to their holding of Existing Shares;
Existing Shares means shares held by a Shareholder in the Merging Fund;
Group Company means in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
GS Funds means Goldman Sachs Funds, plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 252159 and established as a UCITS under the Regulations;
GS Funds Custodian means BNY Mellon Trust Company (Ireland) Limited;
GSAMI means Goldman Sachs Asset Management International;
GSAMI Group means GSAMI and any Group Company of GSAMI;
GTF means Global Treasury Funds plc, an open-ended umbrella investment company with variable capital incorporated with limited liability and segregated liability between its sub-funds in Ireland under the Companies Acts 1963 to 2012 of Ireland with registration number 335525 and established as a UCITS under the Regulations;
GTF Administrator means BNY Mellon Fund Services (Ireland) Limited;
Independent Auditor means an auditor approved in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts;
KIID(s) means Key Investor Information Document(s);
Meeting means the extraordinary general meeting of the Merging Fund to approve the Merger to be held on 25 March 2014;
Memorandum and Articles of Association means the memorandum and articles of association of GTF or GS Funds as appropriate;
Merger means the proposed separate and independent merger of the Merging Fund with the Receiving Fund, as more particularly described in the Circular;
Merger Agreement means the commercial agreement relating to the merger of GTF and GS Funds which was announced on 21 October 2013;
UCITS MERGER – MERGER TYPE (c)
M-18183573-9
5
Merging Fund means the Euro Government Fund, a sub-fund of GTF which is to merge with the Receiving Fund, a sub-fund of GS Funds;
Money Market Fund means a short-term money market fund as defined by the European Securities and Markets Authority guidelines on a common definition of European money market funds and the Central Bank's UCITS notices;
New Shares means shares in the Receiving Fund to be issued to a Shareholder under the Merger in exchange for their holding of Existing Shares;
Prospectus means the prospectus of GTF or GS Funds as appropriate;
RBSAMD means RBS Asset Management (Dublin) Limited, a UCITS management company authorised pursuant to the Regulations and appointed to act as manager of GTF;
RBSI means the Royal Bank of Scotland International Limited;
RBS plc means The Royal Bank of Scotland plc which acts as promoter to GTF;
Receiving Fund means Goldman Sachs Euro Government Liquid Reserves Fund, a sub-fund of GS Funds which is to receive the assets of the Merging Fund;
Regulations mean the European Communities (Undertaking for Collective Investment in Transferable Securities) Regulations 2011, as amended and includes any relevant notices and guidelines issued by the Central Bank pursuant to the Regulations;
Resolution means the resolution to be considered at the Meeting;
Shareholder means a holder of Existing Shares on the share register of the Merging Fund;
UCITS means an undertaking for collective investment in transferable securities authorised pursuant to the Regulations; and
UK means the United Kingdom.
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6
GLOBAL TREASURY FUNDS PLC
Guild House, Guild Street, International Financial Services Centre, Dublin 1, Ireland 3 March 2014
Proposed Merger of the Euro Government Fund, a sub-fund of Global Treasury Funds plc into Goldman
Sachs Euro Government Liquid Reserves Fund, a sub-fund of Goldman Sachs Funds, plc Dear Shareholder
We are writing to you as a shareholder in the Euro Government Fund (the Merging Fund) which is a sub-fund of Global Treasury Funds plc, an Irish domiciled umbrella investment company with segregated liability between
its sub-funds (GTF). The purpose of this Circular is to describe the proposal to merge the Merging Fund with the Goldman Sachs
Euro Government Liquid Reserves Fund (the Receiving Fund) on the Effective Date by way of Merger completed in accordance with paragraph (c) under the definition of “Merger” in Regulation 3(1) of the Regulations. Information on the background and rationale for this proposed merger is set out below. This proposed Merger relates on a broader scale to the five sub-funds of GTF merging with five corresponding sub-funds of GS Funds as set out below. A separate circular is being sent to shareholders in each sub-fund setting out the proposed merger terms in relation to each sub-fund merger. Shareholders in each sub-fund will be asked to vote in favour of the proposed merger as set out in the relevant circular.
Merging Fund of Global Treasury Funds
plc
Receiving Fund of Goldman Sachs Funds, plc
(i) Dollar Fund Goldman Sachs US$ Liquid Reserves Fund
(ii) Euro Fund Goldman Sachs Euro Liquid Reserves Fund
(iii) Sterling Fund Goldman Sachs Sterling Liquid Reserves Fund
(iv) Euro Government Fund
Goldman Sachs Euro Government Liquid Reserves Fund
(v) Sterling Government Fund
Goldman Sachs Sterling Government Liquid Reserves Fund
To be effective, the proposed Merger requires approval of the Resolution set out in the Notice of Extraordinary General Meeting contained in Appendix I of this Circular to approve the proposed Merger of the Merging Fund. The relevant proxy form is enclosed in Appendix II of this Circular to enable Shareholders to vote at the Meeting. Shareholders who cannot to attend in person are urged to complete and return the proxy form as soon as possible and in any event no later than the date and time set out on page 3 of this Circular.
The proposed merger of each of the five sub-funds of GTF with five corresponding sub-funds of GS Funds as set out in the above table is separate from and independent of each other. Therefore, the approval of the merger of one GTF sub-fund is not contingent upon the approval of the merger of any other GTF sub-fund. It is possible that the merger may not be approved in relation to any GTF sub-fund or that it may be approved in relation to one GTF sub-fund but not any other.
Background to and rationale for the proposed Merger
RBS plc has reviewed the strategic fit of GTF within its overall business model. It has concluded that, in light of market developments and ongoing cost requirements, the sector in which GTF operates is not currently in
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 7
alignment with its overall strategy. A merger of the five sub-funds of GTF with five corresponding sub-funds of GS Funds under the Directive has been proposed. The GS Funds have been selected as the proposed counter-party to the merger of all five sub-funds set out in the table above on commercial grounds and in order to promote the success of the Merging Fund and for the benefit of shareholders in GTF as a whole. Shareholders participating in the Merger will benefit from an increased asset base which should create economies of scale.
As set out above, RBS plc no longer considers GTF to be a strategic fit within its overall business model and as such the five sub-funds of GTF will be closed by its Directors if they are not merged with another Money Market Fund. On the basis that Shareholders wish to remain invested in a Money Market Fund, the Directors are of the opinion that it would be in the best interests of Shareholders to exchange their Existing Shares for New Shares. Accordingly, the Directors are proposing the Merger whereby the Merging Fund will transfer its net assets to the Receiving Fund which, if approved by Shareholders, will result in those Shareholders directly holding New Shares in the Receiving Fund. In the event that all of the proposed mergers are approved, GTF will then have no active sub-funds and the Directors of GTF will take steps to wind up GTF in accordance with the Memorandum and Articles of Association of GTF.
Proposed Merger and the impact on Shareholders in the Merging Fund Transfer of assets The Merger will involve the delivery and/or transfer of the net assets of the Merging Fund to the GS Funds Custodian to be held on behalf of the Receiving Fund in exchange for the issue of New Shares in the Receiving Fund to Shareholders on the Effective Date. Accrued Income The final dividend declared by the Merging Fund prior to the Effective Date will be paid on 1 April 2014. Any income of the Merging Fund accrued but not yet paid out by the Merging Fund as at the Effective Date will form part of the assets of the Merging Fund and will be distributed to Shareholders of the Merging Fund on or after the Effective Date. Impact on holding Under the terms of the Merger, Shareholders will receive New Shares having an equivalent value to the value of their holding of Existing Shares on the Effective Date. Shareholders holding fractions of Existing Shares will receive fractions of New Shares in the Receiving Fund. The net asset value of the Merging Fund on the Effective Date will be calculated in accordance with the valuation methodology of GTF as set out in its Prospectus and Memorandum and Articles of Association. The net asset value of the Receiving Fund on the Effective Date and, following the delivery and/or transfer of the net assets of the Merging Fund to the Receiving Fund, will be calculated in accordance with the valuation methodology of GS Funds as set out in its Prospectus and Memorandum and Articles of Association. The valuation methodology for the assets of the Merging Fund is the same as that of the Receiving Fund. Each applies the amortised cost method of valuation in the manner prescribed by the Central Bank for use by Money Market Funds. The net asset value of the Merging Fund and the Receiving Fund will not be known until the Effective Date. Dealings in the Existing Shares will continue until the latest time for dealing in the Existing Shares as set out on page 3 of this Circular. If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date and Shareholders will be issued New Shares without any further action on their part, whether or not they voted in favour of the Merger or voted at all. Impact on rights of Shareholders of the Merging Fund The Merging Fund and the Receiving Fund are existing sub-funds of different Irish UCITS authorised by the Central Bank. Each is a Money Market Fund. A table setting out the New Shares proposed to be received by holders of Existing Shares is contained in Appendix III. Where possible the New Share class will correspond as closely as possible to the Existing Share class. The management fees and distribution fees relating to the Existing Shares and New Shares are set out in Appendix III. It should be noted that classes of Share of the Merging Fund charges a management fee of 0.15%
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 8
per annum whilst classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable. It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps. Other than any difference in fee structure, the New Shares will operate in a very similar way to the Existing Shares as regards subscriptions, repurchases, conversions and payment of distributions (if any in respect of a particular New Share class) although there may be some differences in dealing deadline times, settlement dates or minimum dealing amounts between Existing Share classes and New Share classes. Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund. Shareholders should however note that such policy is not currently applied to the full extent. Indeed, while there is no distribution fee, management fees are however still being charged to the Merging Fund, hence creating a negative net yield in this low yielding environment. While there are some differences between GTF and GS Funds, principal differences are set out in Appendix VI, it is not expected that there will be any material difference in the rights of Shareholders before and after the Merger takes effect as Shareholders will still be invested in an Irish UCITS Money Market Fund authorised by the Central Bank. By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time. Re-designation of Share Classes
Existing Shares held in any of Class 1, Class 2, and Class 3 of the Merging Fund may be re-designated by the
Directors as shares in another of such classes if the value of Existing Shares held by the Shareholder in the
relevant class falls below the minimum holding for that class or if the value of Existing Shares in the relevant
class rises above the maximum holding value of Existing Shares for that class. The Receiving Fund will not re-
designate shareholders between share classes in this way and therefore the share class in which holders of
Existing Shares are invested on the Effective Date will determine the class of New Shares which holders of
Existing Shares will receive.
Changes to Settlement Periods for Subscriptions and Redemptions for Accumulation Class Holders
In order for the Merger to be carried out efficiently, the settlement periods for subscriptions and redemptions of
the accumulating classes of Existing Shares will be amended on the last dealing day before the Effective Date
so that the settlement period for subscriptions and redemptions will be close of business (Dublin time) on that
dealing day. Therefore, for any subscriptions made by the dealing deadline on the last dealing day before the
Effective Date, subscription proceeds must be received by close of business (Dublin time) on that day.
Redemption proceeds for any redemptions submitted by the dealing deadline on the last dealing day before the
Effective Date will be paid out by close of business (Dublin time) on that day. Impact on performance of Merging Fund On the basis that the investment objective and policies of the Merging Fund and the Receiving Fund are substantially similar, the Merger is not expected to impact the performance experienced by Shareholders. No performance fee is currently payable in relation to the Merging Fund. No performance fee is payable in relation to the Receiving Fund. As most of the portfolio of assets of the Merging Fund comprise eligible assets for the purposes of the portfolio of assets which can be held by the Receiving Fund, it is expected that no significant re-balancing of the portfolio of the Merging Fund will be required before the Merger can become effective. If the Merger is approved, reasonable endeavours will be used to ensure any instruments issued by The Goldman Sachs Group Inc. or any
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 9
member of its group held by the Merging Fund will be disposed of prior to the Effective Date. Impact on Risk Profile Each Merging Fund and Receiving Fund is a Money Market Fund. The synthetic risk and reward indicator
(SRRI) which is set out in the KIID for a UCITS is a measure of a fund’s volatility. The SRRI for both the Merging Fund and Receiving Fund is 1. GTF is suitable for investors seeking a moderate return over a short term and who require lower than average risk, and GS Funds is suitable for those who wish to maximise current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in a diversified portfolio of high quality money market securities. The risks included in the narrative accompanying the SRRI in the KIIDs for the Receiving Fund differ from those of the Merging Fund but there is no material difference in the risk profiles for both the Merging Fund and Receiving Fund. General Existing Shares are listed on the Irish Stock Exchange. New Shares are listed on the Irish Stock Exchange. Unaudited portfolio details for the Receiving Fund are set out at Appendix VIII. The Merging Fund is a recognised scheme in the UK for the purposes of section 264 of the UK Financial
Services and Markets Act 2000, as amended (FSMA) and accordingly can be promoted in the UK by persons authorised to conduct investment business in the UK. The Receiving Fund has also been registered under section 264 of FSMA. The table in Appendix IV lists the jurisdictions in which the Merging Fund is currently registered for marketing and indicates whether the Receiving Fund is also registered in those jurisdictions. Additional country specific information is set out for Shareholders at Appendix V. No application is being made to suspend dealings in either the Merging Fund or the Receiving Fund in order to facilitate the calculation of the Exchange Ratio.
Principal Similarities and Differences
A table highlighting the principal similarities and differences between the Existing Fund and the Receiving Fund is included at Appendix VI.
Accounting Date The accounting year end date of 31 December is the same for GTF and GS Funds. Fund Authorisation and Structure
Both GTF and GS Funds are authorised under the Regulations and have the same domicile. The legal form of GTF and GS Funds is the same i.e. they are both established as investment companies, although GTF has appointed RBSAMD as its management company, whereas GS Funds is a self-managed UCITS.
Service Providers
GTF and GS Funds each have the same administrator and custodian. GS Funds has appointed a separate registrar and transfer agent, RBC Investor Services Ireland Limited, and a separate shareholder service agent, Goldman Sachs International acting through its European Shareholder Services group. GTF and GS Funds have different promoters, investment managers and auditors. Directors Details of the directors of GS Funds are set out in Appendix VII.
Key Investor Information Document (KIID)
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M-18183573-9 10
A copy of the KIID of each share class of the Receiving Fund is enclosed with this Circular and is available at www.gsam.com/kiids. Shareholders are encouraged to read the relevant KIID, which contains information on the essential features of the share classes of the Receiving Fund.
Taxation
The below summary is only intended as a general guide to some of the main aspects of current Irish
and UK tax law and practice applicable to the Merger and may not apply to certain categories of
investor. It is not intended to provide specific advice and no action should be taken or omitted to be
taken in reliance upon it. If Shareholders are in any doubt about their personal UK and Irish tax position
in relation to the Merger, or indeed if they are resident for tax purposes in another jurisdiction, they
should seek independent advice immediately from their professional adviser.
Shareholders should be aware that, depending on their individual circumstances, there may be some
impact in respect of taxation arising from the proposed Merger. Shareholders should carefully consider
their position in this regard. Non Irish and UK tax resident investors should in particular consider
obtaining appropriate professional advice regarding their position under the proposed Merger.
Irish Taxation
If the Merger is approved by the Shareholders, the exchange and cancellation of the Existing Shares in return for the issue of New Shares shall not be a chargeable event under Irish tax law. Accordingly, no Irish tax liability will arise for the Shareholders on the cancellation of their Existing Shares and the acquisition of New Shares under the Merger. In the event that New Shares are subsequently disposed of by the Shareholders, Irish tax legislation would deem such New Shares to have been acquired at the date and at the price that the Existing Shares were originally acquired. If the Shareholders request the repurchase of their Existing Shares this would constitute a taxable event for Irish tax purposes and would be subject to the same tax consequences as any disposal of shares in the Merging Fund. A disposal of New Shares will be a chargeable event for Irish tax purposes. However no tax should arise where the Shareholders are Irish tax resident exempt investors or non-Irish tax resident investors and the appropriate declarations have in each case been filed with the Receiving Fund prior to the chargeable event arising. Existing subscription forms (containing the relevant declarations) signed by Shareholders have been transferred to the Receiving Fund in lieu of Shareholders being required to sign new declarations. The Revenue Commissioners have confirmed that as a result the Receiving Fund does not need to obtain new declarations from Shareholders. No stamp, documentary, transfer or registration tax would be payable in Ireland by the Shareholders on the disposal of their Existing Shares or on the issue of New Shares. Following the Effective Date, there will be no difference in the manner in which Shareholders are taxed in relation to their holding of New Shares from the Irish taxation treatment currently applied in relation to their holding of Existing Shares.
UK Taxation
Merging Fund
Capital Gains
GTF has carried on its affairs with the intention of not becoming resident in the UK or carrying on a trade in the
UK. Provided GTF is not resident in the UK and does not carry on a trade in the UK, gains arising on the
transfer of the assets of the Merging Fund to the Receiving Fund will not be subject to UK capital gains tax or
corporation tax on chargeable gains.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty or stamp duty reserve tax should be payable on the cancellation of the Existing Shares or on
the issue of New Shares.
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Shareholders
Individual Shareholders
On the basis that the Merging Fund is not a "reporting fund” for the purposes of the UK's Offshore Funds (Tax)
Regulations 2009 (SI 2009/3001), the treatment applicable to individual Shareholders on the disposal by them of
shares in the Merging Fund will depend on whether the Receiving Fund is or is not a “reporting fund” for the
purposes of SI 2009/3001.
To the extent that any of the classes of the Receiving Fund is a "reporting fund" (which is understood to be the
case in relation to the distributing classes of the Receiving Fund), it is expected that UK resident individual
Shareholders should be treated as making a disposal of their interest in the Merging Fund for the purposes of
the UK offshore funds rules as a result of the Merger (notwithstanding that the conditions of section 136 of the
Taxation of Chargeable Gains Act (TCGA 1992) may otherwise be met). This disposal should be treated as
made for a consideration equal to the market value of the Merging Fund shares which are being disposed of.
Any individual Shareholders who are resident or ordinarily resident in the UK will (subject to any available reliefs)
be liable to UK income tax in respect of gains arising from the disposal.
To the extent that any of the classes of the Receiving Fund is not a "reporting fund" (which is understood to be
the case in relation to the accumulating classes of the Receiving Fund), it is expected that the conditions of
section 136 of the TCGA 1992 should be met and there should be no disposal made by UK resident individual
Shareholders of their interest in the Merging Fund for the purposes of the UK offshore funds rules as a result of
the Merger. Instead, the interest received by Shareholders in the Receiving Fund will be treated as having been
acquired at the time of, and for the consideration applicable to, the interest in the Merging Fund which is being
disposed of.
If any individual Shareholder holds more than 5% of any class of the Merging Fund, the "no disposal" treatment
described above will only be available if the transaction has been entered into for bona fide commercial reasons
and not for a tax avoidance purpose (section 137(1) TCGA 1992). Clearance has been obtained from Her
Majesty's Revenue & Customs (HMRC) under section 138 TCGA 1992 that section 137(1) TCGA 1992 will not
apply to this transaction.
The "transactions in securities" legislation in Chapter 1 of Part 13 Income Tax Act 2007 (ITA 2007) is an anti-
avoidance provision which HMRC may invoke in certain circumstances to counter transactions which result in
an income tax advantage. These provisions could apply to individual Shareholders as a result of the Merger. A
tax charge would, however, only apply if the main purpose, or one of the main purposes, of the person in being
a party to the transaction in securities, or any of the transactions in securities, is to obtain an income tax
advantage and HMRC serve a counteraction notice. Given that future returns for individual Shareholders should
be taxed as income in any event (either when income is reported in relation to the Receiving Fund which is a
"reporting fund" or on the disposal of interests in the Receiving Fund which is not a "reporting fund" pursuant to
the offshore funds rules), it would not normally be expected that HMRC would seek to invoke these provisions.
In any event, clearance has been obtained from HMRC under section 701 ITA 2007 that they will not serve a
counteraction notice in relation to this transaction.
Corporate Shareholders
For UK corporate Shareholders within the charge to corporation tax, as the Merging Fund's investments will
predominantly consist of interest-bearing securities and money market securities, the Existing Shares held by
them should be treated for the purposes of the UK's loan relationship rules as rights under a creditor relationship
(instead of the offshore fund regime described above). For UK tax purposes, a fair value basis of accounting
must be used (meaning that any debits or credits for tax purposes should be recognised in line with the
accounting treatment of the Merger).
The "transactions in securities" rules described above also apply to corporate Shareholders (Part 15 Corporation
Tax Act 2010 (CTA 2010)) as a result of the Merger. Given the way that corporate Shareholders are taxed
under the loan relationships regime described above, these rules are unlikely to be invoked by HMRC. To
confirm this position, clearance has been obtained from HMRC under section 748 CTA 2010 that they will not
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M-18183573-9 12
serve a counteraction notice in relation to this transaction.
Tax treatment of future holdings for individual Shareholders and corporate Shareholders
A summary of current UK tax law and HMRC practice applicable to the subsequent holding and disposal of New
Shares is set out in the GS Funds’ Prospectus.
Basis of the Merger An extraordinary general meeting of the Shareholders in the Merging Fund is being convened for 25 March 2014 in order to consider and vote on the proposed Merger. The Notice of the Meeting is set out in Appendix I to this Circular.
The Notice sets out the text of the Resolution to be proposed at the Meeting.
The implementation of the proposed Merger for the Merging Fund is conditional upon the Resolution set out at Appendix I being duly passed as a special resolution of the Shareholders in the Merging Fund.
The quorum for the Meeting is two Shareholders present at the Meeting in person or by proxy.
The Resolution will be proposed as a special resolution. To be passed as a special resolution, the Resolution must be carried by a majority of not less than 75% of the total number of votes cast in person or by proxy at the Meeting. In view of the importance of these matters, the Chairman of the Meeting will demand that a poll be taken. Where votes are cast on a poll, the Memorandum and Articles of Association of GTF provide that any shareholder present in person or by proxy shall be entitled to one vote in respect of each share held.
Shareholders will be notified promptly of the outcome of the Meeting.
If the Resolution is passed, the Merger will be binding on all Shareholders on the register of members of the Merging Fund on the Effective Date.
Shareholders will be issued with New Shares in the relevant share class having an equivalent value to their holding of Existing Shares without any further action on their part, whether or not they voted in favour, or voted at all. Confirmation of your new holding in the Receiving Fund will be sent to you within 21 days of the Effective Date. The first day for dealing in the Receiving Fund will be the Effective Date.
Shareholders who do not wish to take part in the Merger must request the repurchase of their Existing
Shares prior to the latest time for requesting such a repurchase, as specified on page 3 of this Circular.
Otherwise, in the event that the Merger proceeds, such Existing Shares will automatically form part of
the Merger.
Although there is no repurchase fee currently applied in relation to the Merging Fund, the Regulations
provide that Shareholders will have the right to request a repurchase of their Existing Shares without
charge from the date of this Circular up to the latest time for requesting a repurchase of their Existing
Shares as set out on page 3 of this Circular.
Dealings in the Existing Shares will cease at 10 a.m. on 11 April 2014 for distributing shares and for accumulating shares being the latest time for dealing in the Existing Shares. If the Resolution is passed, no further dealings in the Existing Shares will take place from the latest time for dealing in the Existing Shares, the register will be closed and the Existing Shares shall cease to be of any value or effect (subject to the terms of the Merger) after the Effective Time.
Subscription requests received prior to the latest time for dealing in the Existing Shares will be processed in accordance with the Prospectus of GTF. In the event that subscription requests are received for the Merging Fund after the latest time for dealing in the Existing Shares, such requests will be refused, and the applicant will be informed that the Merging Fund is closed for subscriptions. In the event that repurchase or exchange requests are received for the Merging Fund after the latest time for requesting such a repurchase or exchange, as set out on page 3 of this Circular, such requests will be refused and the holding of Existing Shares by the Shareholder will automatically form part of the Merger. Shareholders who form part of the Merger and receive New Shares in exchange for their Existing Shares will be able to exercise their rights as shareholders in the Receiving Fund as and from the first dealing day for dealing in the New Shares as set out on page 3 of this Circular.
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In the event that the Resolution is not passed, the Merging Fund shall be terminated. If this is the case, Shareholders will receive a further notification after the Meeting outlining what steps will be taken to terminate the Merging Fund. Dealings in the Merging Fund will continue after the Meeting until the Merging Fund is terminated. In the event that the Resolution is passed, the proposed Merger will involve the delivery and/or transfer to the GS Funds Custodian, to be held on behalf of the Receiving Fund of the net assets of the Merging Fund in exchange for the issue of New Shares to Shareholders. The number of New Shares to be issued to each Shareholder in exchange for Existing Shares will not be known until the Effective Date. The value of the holding of New Shares which a Shareholder will receive under the Merger will equal the value of their holding of Existing Shares immediately prior to the Effective Time.
Potential Changes to the Merging and Receiving Funds due to European Securities and Markets
Authority Guidelines
The European Securities and Markets Authority (ESMA) previously published new regulatory requirements which apply to the portfolio management techniques which may be utilised by the Merging and Receiving Funds. However, the applicability of the new rules concerning diversification of collateral received by money market funds in relation to repurchase agreements and reverse repurchase agreements is currently subject to further consultation by ESMA. ESMA has indicated that it will finalise its guidelines in the first quarter of 2014. If ESMA conclude that the new collateral guidelines do apply then, the Merging Funds and the Receiving Funds may need to reduce, in certain circumstances, the use of reverse repurchase agreements, which could have a negative impact on the yield achieved.
Expenses of the Merger The Merging Fund will not bear the legal, advisory or administrative costs of the Merger which will be borne by RBS plc. In the case of the expenses of GS Funds in connection with the Merger, GSAMI has agreed to bear the direct legal counsel costs associated with the Merger and any publication or audit costs associated with the Merger. As the Merger will involve an in specie transfer of assets, transaction costs (if any) are expected to be minimal.
Review by an Independent Auditor
In accordance with the Regulations, an Independent Auditor will validate the following:
the criteria adopted for the valuation of the net assets of the Merging Fund on the Effective Date; and
the calculation method of the Exchange Ratio as well as the actual Exchange Ratio determined at the Effective Time.
Following the Effective Date, an Independent Auditor will prepare a report with details of its findings in relation to the above which will be available to the Shareholders and Receiving Fund shareholders, free of charge, upon request to the GTF company secretary. A copy of this report will also be available to the Central Bank.
Data Protection Upon completion of the Merger any personal data relating to Shareholders accounts will cease to be controlled by GTF and will instead be controlled by GS Funds as data controller in accordance with the provisions of the Data Protection Acts 1988 and 2003. GS Funds collect, store and process, by electronic or other means, the personal data supplied by its shareholders for the purpose of fulfilling the services required by the shareholders and complying with its legal obligations. The personal data processed includes in particular the name, contact details (including postal or email address), banking details, invested amount and holdings in GS Funds of each shareholder. Personal data supplied by shareholders is processed for the purpose of (i) maintaining the register of shareholders, (ii) processing subscriptions, redemptions and exchanges of shares and payments of dividends to shareholders, (iii) performing controls on excessive trading and market timing practices, and (iv) complying with applicable anti-money laundering rules. Each shareholder has the right to access their personal data and may ask for the personal data to be rectified where it is inaccurate or incomplete by writing to GS Funds.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 14
In order to facilitate the merger process, GTF/RBS plc have made personal data available to GS Funds, GSAMI Group and their data processors in order to carry out anti-money laundering checks. Upon completion of the Merger, personal data may be transferred to other data processors of GS Funds, which may be located within the E.U. or in countries outside of the E.U. whose data protection laws may not offer an adequate level of protection. By continuing to hold shares in GTF, holders of Existing Shares consent to the transfer of any personal data held by GTF and/or RBS plc to GSAMI Group and GS Funds, as well as the transfer of any personal data to processors located in Australia, Singapore, Japan, Korea, Hong Kong, India and the U.S, in order to enable them to continue to service accounts relating to New Shares following the Merger. RBS plc/GTF may retain personal data relating to Existing Shares in GTF after the Merger in accordance with the RBS plc/GTF record keeping policy.
Documents available for inspection
The following documents are available on request from, or are available for inspection at, the offices of the GTF company secretary, Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, during usual business hours on any business day (Saturdays and Sundays excepted) from the date of this Circular up to and including the date of the Meeting and, if the Resolution is passed, up to and including the Effective Date:
Key Investor Information Documents (KIID) relating to the Merging Fund;
Memorandum and Articles of Association of GTF and GS Funds;
Prospectus of GTF and GS Funds;
KIIDs relating to the Receiving Fund;
Audited report and accounts of GTF for the period to 31 December 2012;
Audited report and accounts of GS Funds for the period to 31 December 2012; and
the Regulations. Shareholders or potential investors who submit subscription requests or who ask to receive copies of the above documents during the period from the date of this Circular to the Effective Date will be provided with a copy of this Circular and the relevant KIID of the Receiving Fund.
Action to be taken We would draw your attention to the Notice of Extraordinary General, which contains the Resolution, set out in Appendix I of this Circular in relation to the Merging Fund. The documents available for inspection, including the KIIDs of the Receiving Fund which Shareholders are advised to read in advance of voting on the Resolution, are listed above. Shareholders holding Existing Shares in the Merging Fund are urged to complete and return the proxy form set out in Appendix II of this Circular. The proxy form should be returned as soon as possible and in any event no later than the date and time set out on page 3 of this Circular. The requisite approvals of the Central Bank and the Irish Stock Exchange have been obtained in relation to the issue of this Circular. In order to implement the Merger, the following actions must be completed:-
the passing of the Resolution by Shareholders to approve the Merger;
the implementation of the transfer of the net assets of the Merging Fund to the Receiving Fund; and
the issue of New Shares to Shareholders.
Following the implementation of the Merger, the Directors will arrange for the filing with the Central Bank of any necessary documents required by the Central Bank in order to note the fact that the Merger has become
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 15
effective. In the opinion of the Directors, the Merger is fair and reasonable and is in the [best interests] of Shareholders,
as a whole. The Directors recommend that you vote in favour of the Resolution to be proposed. RBSAMD currently acts as the manager to GTF. RBSAMD is also a shareholder in the Merging Fund and will be counted in the quorum at the Meeting. However, as RBSAMD is a subsidiary of RBS plc, which gives rise to a potential conflict of interest in relation to voting on the Resolution, it shall abstain from voting on the Resolution. If you do not intend to attend the Meeting in person, it is important that you exercise your voting rights in respect of the Meeting by completing and returning your enclosed proxy form so that it will arrive by 10.30 a.m. on 23 March 2014 at the following address: Goodbody Secretarial Limited 25/28 North Wall Quay Dublin 1 Ireland Fax: 01 649 2649 (with original to follow by post) Submission of a proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
If you have any queries in relation to the proposed Merger or otherwise in relation to this Circular, please contact Sue Leigh, tel: +44 1782 755155 or Warren Boon, tel: +44 20 3361 1610.
Yours faithfully
Director for and on behalf of
Global Treasury Funds plc
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APPENDIX I
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
EURO GOVERNMENT FUND (the Merging Fund)
A SUB-FUND OF GLOBAL TREASURY FUNDS PLC (the Company)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Merging Fund, a sub-fund of the Company, will be held at 25/28 North Wall Quay, IFSC, Dublin 1, Ireland on 25 March 2014 at 10.30 a.m. to consider and, if thought fit, to pass the following resolution, as a special resolution, of the Merging Fund:
SPECIAL RESOLUTION:
That:
the merger, the terms of which are set out in a circular dated 3 March 2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman Sachs Euro Government Liquid Reserves Fund
(the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the
Merging Fund on the date of implementation of the merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect. And to transact any other business which may properly be brought before the meeting.
BY ORDER OF THE BOARD Director for and on behalf of
Global Treasury Funds plc
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APPENDIX II
FORM OF PROXY
OF
EURO GOVERNMENT FUND (the Merging Fund)
A SUB-FUND OF
GLOBAL TREASURY FUNDS PLC (the Company)
I/We ____________________________________________________________________________ being a shareholder of the Merging Fund, hereby appoint the Chairman of the meeting or _______________________, or failing her/him ___________________________________ as my/our proxy to vote for me/us on my/our behalf at an extraordinary general meeting of the Merging Fund to be held at 25/28 North Wall Quay, Dublin 1, Ireland on 25 March 2014 at 10.30 a.m. and at any adjournment thereof.
Signature:_______________________ Date: _______________________
It is intended that votes will be cast on a poll in accordance with the Memorandum and Articles of Association. Where votes are to be cast on a poll each shareholder is entitled to one vote in respect of each share held. Please insert the number of shares in the space below which you wish to vote “FOR” or “AGAINST” the resolution.
Special Resolution Number of
Shares
For
Number
of Shares
Against
Abstain
That: the merger, the terms of which are set out in a circular dated 3 March
2014 (the Circular) produced to the meeting and initialled by the Chairman for the purposes of identification to provide for the delivery and/or transfer of all the net assets of the Merging Fund to Goldman
Sachs Euro Government Liquid Reserves Fund (the Receiving Fund), in consideration of the shareholders who are on the register of shareholders of the Merging Fund on the date of implementation of the
merger (Effective Date) being issued new shares in the Receiving Fund having an equivalent value to their holding of existing shares in the Merging Fund, be and is hereby approved on the terms and conditions set out in the Circular; and that all existing shares of the Merging Fund shall (subject to the terms of the merger) be deemed to have been redeemed following the issue of new shares in the Receiving Fund to those shareholders who are on the register of shareholders of the Merging Fund at the Effective Date; and that the Directors of the Company be and are hereby authorised, on behalf of the Company, to enter into and give effect to any and all documents, deeds and/or agreements and to do any act or thing, requisite or desirable, in the opinion of the Directors, for the purpose of carrying the merger into effect.
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Notes:
1. This proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be sent to, or deposited at, the offices of Goodbody Secretarial Limited, 25/28 North Wall Quay, Dublin 1, Ireland (the Company Secretary), (facsimile + 353 1 649 2649) attention of: Emma O'Sullivan of Goodbody Secretarial Limited no later than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.
2. If you wish to appoint as your proxy some person other than the Chairman of the meeting please insert in block capitals the full name of the person of your choice. A proxy need not be a shareholder of the Merging Fund.
3. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the meeting other than the resolution referred to in the notice of the meeting.
4. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of some officer or attorney duly authorised on its behalf. In the case of joint shareholders, any one shareholder may sign however the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint shareholders; and for this purpose seniority shall be determined by the order in which the names of the shareholders stand in the register in respect of the share.
5. The completion and return of the proxy form will not preclude shareholders from attending and voting at the said meeting should they decide to do so.
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APPENDIX III
List of New Share classes to be received in exchange for Existing Share classes
As set out in the table below, Classes of Share of the Merging Fund charges a management fee of 0.15% per annum whilst Classes of Share of the Receiving Fund charge a management fee of 0.20% per annum. From the Effective Date, an entity within the GSAMI Group (at its discretion) will provide a management fee rebate of 0.05% per annum in order to equalise the management fees between Merging Fund and Receiving Fund, where applicable.
It should also be noted that Class 1 (Acc) Shares and Class 1 (Dist) Shares of the Merging Fund have a distribution fee of 35bps and the corresponding Share Classes in the Receiving Fund have a distribution fee of 25bps.
FROM: TO:
GLOBAL TREASURY FUNDS PLC GOLDMAN SACHS FUNDS, PLC
Share Class Mgmt. Fee Dist. Fee Share Class Mgmt. Fee Dist. Fee
Euro Government Fund Goldman Sachs Euro Government Liquid Reserves Fund
Class 1 (Acc) 15bp 35bp - Administration (Acc) 20bp 25bp
Class 1 (Dist) 15bp 35bp - Administration 20bp 25bp
Class 2 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 2 (Dist) 15bp 25bp - Administration 20bp 25bp
Class 3 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 3 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 4 (Acc) 15bp 0bp - Institutional (Acc) 20bp 0bp
Class 4 (Dist) 15bp 0bp - Institutional 20bp 0bp
Class 5 (Acc) 15bp 5bp - Value (Acc) 20bp 5bp
Class 5 (Dist) 15bp 5bp - Value 20bp 5bp
Class 6 (Acc) 15bp 10bp - Preferred (Acc) 20bp 10bp
Class 6 (Dist) 15bp 10bp - Preferred 20bp 10bp
Class 7 (Acc) 15bp 25bp - Administration (Acc) 20bp 25bp
Class 7 (Dist) 15bp 25bp - Administration 20bp 25bp
Shareholders should be aware of relatively low yields arising from the instruments in which the Receiving Fund invests and therefore the overall net yield of the Receiving Fund is also relatively low. Distribution fees and, where applicable management fee rebates may be reduced or no payment made at all at the discretion of GSAMI Group. This reduction or elimination of payments seeks to preserve a positive net yield for the Receiving Fund for the benefit of Shareholders. A similar policy is operated by the Merging Fund. Shareholders should however note that such policy is not currently applied to the full extent. Indeed, while there is no distribution fee, management fees are however still being charged to the Merging Fund, hence creating a negative net yield in this low yielding environment.
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APPENDIX IV
Jurisdiction Table
The table below indicates with a √ a jurisdiction in which the relevant fund has been registered for sale in accordance with local laws.
Jurisdiction
GTF Euro
Government
Fund
Goldman Sachs
Euro Government
Liquid Reserves
Fund
UK √ √
Germany √ √
Luxembourg √ √
Finland √ √
Italy √ (for offer to institutional investors only)
√ (for offer to institutional investors only)
Jersey √ x
Guernsey √ x
Gibraltar √ x
Isle of Man √ (as a recognised scheme)
x
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APPENDIX V
Country Specific Information
Guernsey
This Circular is not being circulated to the public in Guernsey and is only being circulated to existing
shareholders of the Merging Fund in Guernsey by or to entities licensed under The Protection of Investors
(Bailiwick of Guernsey) 1987, as amended.
Isle of Man
GTF is a collective investment scheme in the Isle of Man which is recognised under Section 4 of, and paragraph
1(1) of Schedule 4 to, the Collective Investment Schemes Act 2008 (as amended) of the Isle of Man (CISA).
Neither the Receiving Fund, nor GS Funds, is a collective investment scheme in the Isle of Man, which is
recognised under Section 4 of, and paragraph 1(1) of Schedule 4, to CISA.
For the purposes of CISA, the dispatch of this Circular to the Shareholders in the Isle of Man is likely to
constitute a promotion of the Receiving Fund in the Isle of Man. For the purposes of the Collective Investment
Schemes (Promotion of Schemes other than Authorised and Recognised Schemes) (Exemption) Regulations
2010 of the Isle of Man (the Isle of Man Regulations), the promotion contained in this Circular is being done by
RBSI (which is an ‘appropriate licenceholder’ within the meaning of the Isle of Man Regulations) in accordance
with the terms of the Isle of Man Regulations. RBSI has confirmed that it is responsible for the promotion of the
Receiving Fund for the purposes of the Isle of Man Regulations. Shareholders are not protected by any statutory
compensation arrangements in the Isle of Man.
It is not intended that the Receiving Fund will be recognised under Section 4 of, and paragraph 1(1) of Schedule
4 to, CISA and any Shareholders who receive New Shares in the Receiving Fund will not be protected by any
statutory compensation arrangements in the Isle of Man.
Jersey
No consent has been applied for under Article 8 of the Control of Borrowing (Jersey) Order 1958 (the Order) in
relation to the circulation of this Circular in Jersey by virtue of the exemption contained in Article 8(2) of the
Order, namely that the GS Funds have no "relevant connection" with Jersey and any offer contained herein does
not constitute an "offer to the public" for the purposes of the Order.
Luxembourg
The GS Funds documents as set out in the circular and the Luxembourg country supplement, are available on
request from the Luxembourg paying agent, RBC Investor Services Bank S.A., 14, Rue Porte de France, L-4360
Esch-sur-Alzette, Grand Duchy of Luxembourg.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 22
APPENDIX VI
Schedule of Principal Similarities and Differences
For the avoidance of doubt all capitalised terms herein shall have the meaning prescribed in
the Definitions section of the relevant Prospectus
Product Features Global Treasury Funds plc
Goldman Sachs Funds, plc
Name
Euro Government Fund
(the Merging Fund)
Goldman Sachs Euro Government Liquid
Reserves Fund
(the Receiving Fund)
Domiciliation Ireland
Ireland
Regulatory Status UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
UCITS and a “Short Term Money Market Fund”
as defined by the European Securities and
Markets Authority
Form Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Open-ended umbrella investment company
with variable capital incorporated with limited
liability
Segregated
Liability
Yes Yes
Service Providers
Manager RBS Asset Management (Dublin) Limited
Self-managed
Promoter The Royal Bank of Scotland plc
Goldman Sachs Asset Management
International
Investment
Manager
RBS Asset Management Limited Goldman Sachs Asset Management
International
Administrator BNY Mellon Fund Services (Ireland) Limited
BNY Mellon Fund Services (Ireland) Limited
Custodian BNY Mellon Trust Company (Ireland) Limited BNY Mellon Trust Company (Ireland) Limited
Distributor UK: The Royal Bank of Scotland plc
UK: Goldman Sachs International
US: Goldman, Sachs & Co.
Auditors KPMG
PricewaterhouseCoopers
Company
Secretary
Goodbody Secretarial Limited Matsack Trust Limited
Registrar and
Transfer Agent
BNY Mellon Trust Company (Ireland) Limited RBC Investor Services Ireland Limited
Legal Advisers A&L Goodbody
Matheson
Sponsoring
Broker/Listing
Agent
A&L Listing Investec
Shareholder None Goldman Sachs International acting through its
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 23
Services Agent
European Shareholder Services
Investment Objective and Policies
Investment
Objective and
Policies
The investment objective of the Merging Fund
is to provide income while preserving capital.
This can either be achieved directly via
investment in government issued securities, or
indirectly via investment in short term reverse
repurchase agreements (repo) backed by rated
government collateral, denominated in Euro.
The Merging Fund may utilise efficient portfolio
management techniques and instruments such
as reverse repurchase agreements in
accordance with the conditions and limits set
down by the Central Bank of Ireland from time
to time.
The Merging Fund seeks to maintain a stable
Net Asset Value per Distributing Share
however this may not be guaranteed.
The investment objective of the Receiving
Fund is to provide income while preserving
capital.
The Receiving Fund will invest in Euro
denominated debt securities and debt
instruments issued by local and national
governments, supranational organisations,
high quality banks and other financial firms so
long as they are considered to be the
equivalent of First Tier Securities which means
the highest credit rating category for short term
investments by recognised credit rating
agencies.
The Receiving Fund may utilise efficient
portfolio management techniques and
instruments such as reverse repurchase
agreements in accordance with the conditions
and limits set down by the Central Bank of
Ireland from time to time.
The Receiving Fund seeks to maintain a stable
Net Asset Value per Share however this may
not be guaranteed.
Rating Triple A
Triple A
Subscription and Redemption
Base Currency Euro
Euro
Form of Shares Distributing and accumulating shares
Distributing and accumulating shares
Business Day Any day (except Saturday or Sunday) on which
the TARGET 2 System is open as determined
by the Governing Council of the European
Central Bank from time to time and on which
the majority of banks in the Euro zone and the
United Kingdom are generally open for
business or such other day or days as may be
determined by the Directors and notified to
Shareholders.
Those days when the TARGET system is open
to effect the movement of Euro, or such other
day or days as may be determined from time to
time by the Directors and notified to
Shareholders in advance.
Dealing Day Any Business Day.
Any Business Day.
Dealing Deadline 10 a.m. Dublin time on each Dealing Day or
a later cut-off time as notified to investors at or
before the Valuation Point.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
12 noon Dublin time on each Dealing Day
The Distributor may elect a later cut-off time at
or before the Valuation Point.
Administration Accumulation Class Shares
Institutional Accumulation Class Shares
Preferred Accumulation Class Shares
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 24
Value Accumulation Class Shares
4 p.m. Dublin time on each Dealing Day.
Valuation Point 5 p.m. Dublin time on each Dealing Day.
4 p.m. Dublin time on a Dealing Day.
Minimum Initial
Subscription
Amount
€50,000 €1 million or such lesser amount as the
Directors or the Distributor may determine.
Minimum Holding Minimum holdings apply to all Classes
None
Maximum Holding Maximum holdings apply to Class 1 and Class
2 Shares
None
Subscription
Settlement Period
Close of business Dublin time on the relevant
Dealing Day with respect to the Distributing
Shares and close of business Dublin time on
the Business Day following the Dealing Day
with respect to the Accumulating Shares
Subscription monies must be transmitted to the
Receiving Fund by 3 p.m., Dublin time or such
later time as the Distributor may determine.
Redemption
Settlement Period
Distributing Shares
Redemption proceeds are ordinarily paid out by
close of business on the same Business Day
where redemption requests are received
before 10 a.m. Dublin time.
Accumulating Shares
Redemption proceeds are ordinarily paid out by
the close of business on the next Business Day
where redemption requests are received
before 10 a.m. Dublin time.
Administration Class Shares
Institutional Class Shares
Preferred Class Shares
Value Class Shares
Redemption proceeds are ordinarily wired the
same Business Day where redemption
requests are received before 12 noon Dublin
time.
Administration Accumulation Class
Institutional Accumulation Class
Preferred Accumulation Class
Value Accumulation Class
Redemption proceeds are ordinarily wired the
next Business Day where redemption requests
are received before 4 p.m. Dublin time.
Limitation of
Repurchase of
Shares
The Directors are entitled to limit the number of
Shares of the Merging Fund repurchased on
any Dealing Day to Shares representing 10%
of the Net Asset Value of the Merging Fund in
issue. In this event, the limitation will apply pro
rata so that all Shareholders wishing to have
Shares of that Fund repurchased on that
Dealing Day realise the same proportion of
such Shares. Shares not repurchased, but
which would otherwise have been repurchased
will be carried forward for repurchase on the
next Dealing Day. The Manager will inform the
Shareholders affected and give priority to such
requests on that next Dealing Day over
repurchase requests received subsequently.
If any Shareholder requests the redemption of
5% or more of the number of Shares of a
particular series or class in issue on any
Dealing Day, the Directors may at their
absolute discretion hold over the redemption of
such numbers of Shares held by that
Shareholder as exceeds 5% (“the Excess
Shares”) and, if the Directors hold over such
Excess Shares, the request for redemption on
such Dealing Day shall be reduced rateably
and the Excess Shares to which the request
relates which are not redeemed shall be
treated as if a request for redemption had been
made in respect of each subsequent Dealing
Day until all the Shares to which the original
redemption request related have been
redeemed.
Automatic
Switching
The Merging Fund has in place an automatic
switching facility between classes 1, 2 and 3 so
The Receiving Fund does not automatically
switch Shareholders between any of its
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 25
Between Share
Classes
that a Shareholder is automatically switched
between these classes depending on the
amount they have invested and therefore the
fees paid by such a Shareholder will vary as
they switch between Classes.
Classes.
Fee Structure
Initial Charge None None
Total Annual
Charges and
Expenses Fees
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
The Merging Fund may pay all its expenses out
of its assets. Such expenses include but are
not limited to brokerage commissions, legal
and other professional advisory fees, company
secretarial fees, Companies Registration Office
filings and statutory fees, auditing fees,
translation and accounting expenses, interest
on borrowings, taxes and governmental
expenses, costs of preparation, printing and
distribution of reports and notices, costs of all
marketing material and advertisements, costs
of periodic update of the Prospectus, custody
and transfer expenses (including the
remuneration and transaction charges payable
to the Custodian and any sub-custodian which
shall be at normal commercial rates together
with any expenses payable by the Custodian or
any sub-custodian and any value added tax
applicable to such remuneration, transaction
charges and expenses) stock exchange listing
fees, all expenses in connection with
registration, listing and distribution of the
Merging Fund and Shares issued or to be
issued, all expenses in connection with
obtaining and maintaining a credit rating for
any Funds or Classes or Shares, expenses of
Shareholders meetings, insurance premia,
expenses of the publication and distribution of
the Net Asset Value, including clerical costs of
issue or redemption of shares and any other
expenses. Any such expenses may be
deferred and amortised by the Merging Fund,
in accordance with standard accounting
practice, at the discretion of the Manager or
may be paid by the Manager out of its fees and
not out of the assets of the Merging Fund. An
estimated accrual for operating expenses of
the Merging Fund will be provided for in the
calculation of the Net Asset Value of the
Merging Fund. Operating expenses and the
fees and expenses of service providers which
are payable by the Merging Fund shall be
Management Fees
The current management fees are set out in
Appendix III.
Distributor’s Fees/Commissions
The current distribution fees are set out in
Appendix III.
Charges and Expenses
Administration Class Shares and
Administration Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund will be capped by the
Investment Manager at 0.60% per annum of
the Net Asset Value (the “Fixed Rate”),
although currently they do not exceed 0.45%.
Institutional Class Shares and Institutional
Accumulation Class Shares:
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.35% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.20%.
Preferred Class Shares and Preferred
Accumulation Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.45% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.30%.
Value Class Shares and Value Accumulation
Class Shares
The total annual fees and expenses of the
Receiving Fund to be borne by the Shares will
be capped by the Investment Manager at
0.60% per annum of the Net Asset Value (the
“Fixed Rate”),although currently they do not
exceed 0.45%.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 26
borne in proportion to the Net Asset Value of
the Merging Fund or attributable to the relevant
Class provided that fees and expenses directly
or indirectly attributable to a particular Fund or
Class shall be borne solely by the the Merging
Fund.
All or a portion of the Management Fee and
Charges and Expenses may be charged to the
capital of the Merging Fund in the event
that there is insufficient income from which to
pay such Management Fee and Charges and
Expenses. In such event, on redemptions of
holdings, Shareholders may not receive back
the full amount invested.
Fee Increases
The maximum Management Fee which can be
charged is 1% and the maximum Distribution
Fee/Commission which can be charged is
0.50%. The rates of Management Fees and
Distributor’s Fees for the Merging Fund may be
increased from their current levels up to their
maximum levels provided at least one month’s
written notice is given to affected Shareholders.
Fee Increases
The Investment Manager may from time to
time elect to decrease or increase the Fixed
Rate. The Fixed Rate may not be increased
above the stated maximum without the
approval of affected Shareholders.
Redemption Fee Directors may charge a redemption fee up to
2% of the Net Asset Value per Share if they
have reason to believe that any Shareholder
requesting redemption is attempting any form
of arbitrage on the yield of Shares in the
Merging Fund.
None
Conversion Fee
The Directors may charge a fee on the
conversion of Shares up to a maximum of 2%
of Net Asset Value of Shares. It is not currently
intended to charge any conversion fee.
No conversion fees will be charged in respect
of any such conversion except in the case of
conversion from one currency to another. The
costs of any foreign exchange trade
necessitated by the conversion will be borne by
the converting Shareholder.
Directors’ Fees
The Articles of Association authorise the
Directors to charge a fee for their services at a
rate determined by the Directors up to a
maximum fee per Director of €20,000 per
annum, plus VAT if any thereon. All Directors
will be entitled to reimbursement by the
Merging Fund of expenses directly incurred in
attendance at board meetings.
While the Articles empower Goldman Sachs
Funds, plc to pay total Directors’ fees in any
year up to US$50,000 (or such other sum as
the Directors may from time to time determine
and disclose to the Shareholders), the
Investment Managers have agreed to
discharge all Directors’ fees and expenses
including out-of-pocket expenses.
Dividend Policy
Policy
Distributing Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulating Shares
Distributing Class Shares
All or substantially all of the net income
attributable to the Shares will be declared as a
dividend daily and distributed monthly.
Shareholders may choose to have dividends
paid in cash or additional Shares.
Accumulation Class Shares
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 27
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Dividends will not be paid. The Directors have
determined to accumulate all net income and
net realised capital gains attributable to the
Shares.
Dividend
Distribution Date
The first Business Day of the next calendar
month.
On or about the first Business Day of the next
calendar month.
Valuation of Assets
Method of
Valuation
The Administrator shall value the investments
of the Merging Fund using the amortised cost
method.
The Administrator shall value the investments
of the Receiving Fund using the amortised cost
method.
Negative Yield
Where the Merging Fund experiences a
negative yield, the number of Distributing
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Merging Fund on the relevant Business
Day.
In addition, the Directors may convert
Shareholders of Distributing Shares to another
Class of Shares within the Merging Fund or
another Merging Fund or change the
distribution policy and/or settlement policy of
such Class of Distributing Shares to reflect that
of the corresponding Class of Accumulating
Shares within the Merging Fund or other
Merging Fund.
Where the Receiving Fund experiences a
negative yield, the number of Distribution Class
Shares held by each Shareholder will be
reduced pro rata to reflect the negative yield of
the Receiving Fund on the relevant Business
Day.
Other Information
Registered Office Guild House
Guild Street
IFSC
Dublin 1
70 Sir John Rogerson's Quay
Dublin 2
Listing on Irish
Stock Exchange
Yes
Yes
Accounting Year
End
31 December 31 December
Accounting Half
Year
30 June 30 June
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 28
APPENDIX VII
Directors of GS Funds
Mark Heaney is an Executive Director in GSAM, having joined the firm in 2005. Mr Heaney is Head of the International Funds Group of Goldman Sachs Asset Management with responsibility for the infrastructure supporting GSAM’s pooled vehicles domiciled in Europe and Asia. Prior to joining GSAM, Mark worked for Invesco Asset Management, in London and Dublin, for six years (where he also served on the Board of Invesco’s collective investment schemes), for PricewaterhouseCoopers for two years and for Threadneedle Asset Management for eight years. Mark received a BA (hons) in Accounting from the University of Ulster in 1989 and qualified as a Chartered Management Accountant in 1992. He is a dual citizen of Ireland and Great Britain.
Alan Shuch is an Advisory Director of GSAM. Mr. Shuch is also a member of the GSAM Mutual Fund Board of Trustees, Hedge Fund Registered Investment Company Board of Managers and several Goldman Sachs offshore hedge fund boards. He also serves on GSAM’s Valuation and Brokerage Allocation Committees and Investment Policy Committees for the Goldman Sachs Global Opportunities, Liquid Trading Opportunities and Insurance Dedicated hedge funds. Prior to retiring as a Goldman Sachs General Partner in 1994, Mr. Shuch was President and Chief Operating Officer of GSAM which he started in 1988. Mr. Shuch joined the Goldman Sachs Fixed Income Division in 1976 after receiving his MBA degree from Wharton. He was instrumental in building the Corporate Bond and High Yield Bond Departments, headed Portfolio Restructuring and Fixed Income Quant and Credit Research and was co-head of Fixed Income Sales. He also served on a variety of firm wide committees including the International Executive, New Product and Strategic Planning Committees.
Theodore T. Sotir is a Managing Director and Partner of Goldman Sachs, having joined the firm in 1986. Mr. Sotir is Chief Administrative Officer for the international business of Goldman Sachs Asset Management. In addition he heads a number of GSAM’s global initiatives including Global Products Group and Global Client Service and is Chairman of the offshore funds business and Chief Operating Officer of distribution. From 1996 to 2009, he was co-head of GSAM Europe. Upon joining Goldman Sachs in 1986 Ted worked as a fixed income institutional salesperson in the Mortgage Securities Department before leaving Goldman Sachs in 1992 to join Fidelity Investments in Boston as a fixed income portfolio manager. Ted returned to Goldman Sachs in 1993 working as a fixed income portfolio manager in New York. In 1996 Ted assumed responsibility for GSAM’s distribution, sales and marketing for Europe and Asia Ex-Japan, a role he held through 2001. Ted received a B.S.E. from Princeton University in 1980 and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in 1986. He is a dual citizen of Great Britain and the United States.
Frank Ennis acts as an independent consultant and independent director in the funds industry. From 1985 to 1999 he was a partner in PricewaterhouseCoopers and in 1989 he was involved in the Mutual Fund Practice. Most of his career was concerned with providing financial and strategic advice to international companies interested in establishing a presence in Ireland. In addition to global marketing and networking for the International Financial Services Centre (the “IFSC”) he was involved in advising on key aspects of start-ups in Dublin, the structuring of fund products and the marketing and distribution of funds in the European market. He had an extensive range of international clients. From 2000-2001 Mr. Ennis was joint CEO and a board member of Trinity Technology Limited. The company was engaged in the technology sector and went into compulsory liquidation on 14 May 2001. He graduated from Trinity College Dublin with a BBS degree in 1977. Having qualified as a Chartered Accountant in 1981, he was admitted as a Fellow to the Institute of Chartered Accountants in 1991.
Eugene Regan is a practising barrister in Ireland. He holds a Bachelor of Arts and a Masters of Economics degree from University College Dublin and a Masters in International Law from Vrije Universiteit, Brussels. From 1985 to 1988 he was a member of Commissioner Peter Sutherland’s Cabinet in the European Commission. He was Executive Director of Agra Trading Limited from 1989 to 1995, following which he pursued his practice at the Irish Bar becoming a Senior Counsel in 2005.
Kaysie Uniacke is an Advisory Director of Goldman Sachs Asset Management, L.P. (“GSAM LP”) Prior to retiring as a Goldman Sachs Partner in 2012, Ms. Uniacke was Chief Operating Officer of GSAM LP’s Global Portfolio Management within the Investment Management division. Ms. Uniacke joined the Goldman Sachs Fixed Income Division in 1983 as an analyst after receiving her undergraduate degree from Gettysburg College. While at Goldman she earned an MBA degree from the New York University Stern School of Business. She was head of Global Cash Services, head of distribution in North America and head of the fiduciary management business before becoming Chief Operating Officer of GSAM LP’s Global Portfolio Management division.
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 29
APPENDIX VIII
Unaudited portfolio details for Goldman Sachs Euro Government Reserves Fund, the
Receiving Fund, sourced by BNY Mellon Fund Services (Ireland) Limited, the GTF
Administrator, as at 4 February 2014
Security Description Issuer Name Security Type
Traded Market
Value (EUR)
% of net
assets
AGENCE CENTRALE 2 0.00000
FR0121655353
AGENCE CENTRALE DES
ORGANISMES
Certificates of
Deposit 18,199,593.18 2.72%
UNEDIC ECP 2014 2014/05/27
FR0121908109 UNEDIC
Commercial
Paper 9,493,999.72 1.42%
UNEDIC ECS 2014/04/23 CP UNEDIC
Commercial
Paper 23,989,225.66 3.59%
EUROPEAN STABILITY
MECHANISM T 0% 05/22/2014
EUROPEAN STABILITY
MECHANISM
Government
Bond 22,992,554.29 3.44%
NV BANK NEDERLA 2014/04/15
XS1009055150
KINGDOM OF THE
NETHERLANDS
Commercial
Paper 5,998,045.83 0.90%
FMS WERTMANAGEMENT ECS
2014/04/16
FEDERAL REPUBLIC OF
GERMANY
Commercial
Paper 29,390,285.80 4.39%
EUROPEAN STABILITY
MECHANISM T 0% 07/24/2014
EUROPEAN STABILITY
MECHANISM
Government
Bond 38,964,778.66 5.82%
ERSTE ABWICKLUNGSANSTALT
ECS 2014/04/28
ERSTE
ABWICKLUNGSANSTALT
Commercial
Paper 26,988,320.61 4.03%
AGENCE CENTRALE DES ORGAN
ECS 2014/04/28
AGENCE CENTRALE DES
ORGANISMES
Commercial
Paper 15,992,168.70 2.39%
KA FINANZ AG EC 2014/04/02 REPUBLIC OF AUSTRIA
Commercial
Paper 4,498,741.19 0.67%
BANK NEDERLANDSE
GEMEENTEN 4.5% 03/10/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 1,003,926.61 0.15%
CAISSE CENTRALE DU CREDIT
QCD 2014/06/11 0.00000
CAISSE CENTRALE DES
ASSURANCES MUTU
Certificates of
Deposit 3,995,882.28 0.60%
KA FINANZ AG ECS 2014/05/23 REPUBLIC OF AUSTRIA
Commercial
Paper 15,989,545.45 2.39%
Credit Suisse S2/5/2014 CREDIT SUISSE GROUP AG
Repurchase
Agreement 100,000,000.00 14.94%
Societe General2/5/2014 SOCIETE GENERALE
Repurchase
Agreement 89,500,000.00 13.38%
KA FINANZ AG ECS 2014/03/31 REPUBLIC OF AUSTRIA
Commercial
Paper 2,999,190.76 0.45%
BANK NEDERLANDSE
GEMEENTEN 4% 07/15/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 17,789,788.00 2.66%
BANK NEDERLANDSE
GEMEENTEN 3.75% 03/14/2014
BANK NEDERLANDSE
GEMEENTEN
Government
Bond 8,139,478.58 1.22%
UNEDIC 2.38% 03/31/2014 FRENCH REPUBLIC Government 300,976.66 0.04%
UCITS MERGER – MERGER TYPE (c)
M-18183573-9 30
Bond
OESTERREICHISCHE
KONTROLLBANK 3.5% 04/28/2014
OESTERREICHISCHE
KONTROLLBANK
Government
Bond 12,687,574.95 1.90%
FMS WERTMANAGEMENT AOER
FRN 02/18/2015
FEDERAL REPUBLIC OF
GERMANY
Government
Bond 20,032,400.00 2.99%
FMS WERTMANAGEMENT AOER
FRN 02/02/2015
FEDERAL REPUBLIC OF
GERMANY
Government
Bond 10,018,382.81 1.50%
EUROPEAN FINANCIAL STABILITY
F 1% 03/12/2014
EUROPEAN FINANCIAL
STABILITY F
Government
Bond 45,136,059.44 6.75%
KFW 0.38% 04/03/2014
FEDERAL REPUBLIC OF
GERMANY
Government
Bond 7,503,329.88 1.12%
ERSTE ABWICKLUNGSANSTALT
FRN 04/22/2014
ERSTE
ABWICKLUNGSANSTALT
Government
Bond 6,603,424.14 0.99%
FRANCE TREASURY BILL BTF 0%
02/06/2014 FRENCH REPUBLIC
Government
Bond 3,199,993.33 0.48%
GERMAN TREASURY BILL 0%
09/24/2014
FEDERAL REPUBLIC OF
GERMANY
Government
Bond 14,988,459.73 2.24%
STATE OF NORTH RHINE-
WESTPHALIA FRN 06/10/2014
STATE OF NORTH RHINE-
WESTPHALIA
Government
Bond 600,380.21 0.09%
FRANCE TREASURY BILL BTF 0%
09/18/2014 FRENCH REPUBLIC
Government
Bond 6,292,925.13 0.94%
EUROPEAN STABILITY
MECHANISM T 0% 02/20/2014
EUROPEAN STABILITY
MECHANISM
Government
Bond 19,499,012.96 2.91%
EUROPEAN STABILITY
MECHANISM T 0% 02/06/2014
EUROPEAN STABILITY
MECHANISM
Government
Bond 84,999,763.25 12.70%
Other assets and Liabilities Other assets and Liabilities Other 1,356,383.71 0.20%
Total 669,144,591.52 100.00%