Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information...

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Westwood Investment Funds Plc Annual report and audited financial statements For the financial year ended 31 October 2019

Transcript of Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information...

Page 1: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

Annual report and audited financial statements For the financial year ended 31 October 2019

Page 2: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

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Annual report and

audited financial statements

Contents Page

Directors and Other Information 2

Investment Manager’s Report 3-7

Directors’ Report 8-15

Report of the Depository to the Shareholders 16

Independent Auditor’s Report 17-20

Financial Statements

Statement of Financial Position 21

Statement of Comprehensive Income 22

Statement of Changes in Net Assets Attributable to Holders of Redeemable Shares

23

Statement of Cash Flows 24-25

Notes Forming Part of the Financial Statements 26-57

Schedule of Investments 58-68

Supplementary Unaudited Information 69-75

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Directors and other information

Directors Legal Advisers

Bronwyn Wright (Irish)*1 (as to matters of Irish law)

Adrian Waters (Irish) 1*

(resigned on 13 November 2019) Walkers

Brian O. Casey (American)1 5

th Floor

William R. Hardcastle, Jr (American)1 The Exchange

Frank Connolly (Irish) 1(appointed on 13 November George’s Dock, IFSC

2019) Dublin 1

Ireland

Company Secretary

Walkers Corporate Services (Ireland) Limited

5th

Floor Independent Auditors

The Exchange KPMG, Chartered Accountants

George’s Dock, IFSC 1 Harbourmaster Place

Dublin 1 IFSC

Ireland Dublin 1

Ireland

Registered Office

5th

Floor Listing Agent

The Exchange J&E Davy

George’s Dock, IFSC Davy House

Dublin 1 49 Dawson Street

Ireland Dublin 2

Ireland

Investment Manager

Westwood International Advisors Inc. Distributor

181 Bay Street, Suite 2450 Westwood Management Corp.

Bay Wellington Tower 200 Crescent Court, Suite 1200

Toronto, ON M5J 2T3 Dallas, Texas 75201

Canada United States of America

Depositary UK Facilities Agent

RBC Investor Services Bank S.A. Dublin Branch KB Associates Consulting (UK) LLP

4th

Floor 42 Brook Street

One George’s Quay Plaza London

George’s Quay W1K 5DB

Dublin 2 United Kingdom

Ireland

Swiss Representative

Administrator ACOLIN Fund Services AG

RBC Investor Services Ireland Limited Affolternstrasse 56

4th

Floor CH-8050 Zürich

One George’s Quay Plaza Switzerland

George’s Quay

Dublin 2 Swiss Paying Agent

Ireland NPB Neue Private Bank AG

Limmatquai 1/am Bellevue

P.O. Box CH-8024 Zürich

Switzerland

Company Registration Number : 527304

* Independent Directors 1 Non-executive Directors

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Investment Manager’s Report for the financial year ended 31 October 2019

Westwood Emerging Markets Fund

Asset Class Commentary & Outlook

Emerging Markets underperformed developed markets with a loss during the period, as optimism

towards potential further easing from the Fed and the ECB due to a series of weak economic data

points, was tempered by uncertainty over the launch of a presidential impeachment inquiry in the

US, and the reluctance of the PBoC in China to implement further rate cuts and fiscal stimulus.

Brent Crude spiked over 14% in mid-September after a drone attack shut down about 5.7mn b/d of

crude production in Saudi Arabia, the single biggest supply disruption ever, but prices softened

subsequently as output was restored. Precious metals – gold, silver and platinum – all declined after

strong rallies in the previous months.

The advance in LatAm was led by Brazil as President Jair Bolsonaro’s policy reforms gathered

momentum with the approval of the pension reform bill in the Senate, the approval of an oil auction

bill by the Senate, and the tabling of a Law Project to modernize the FX market by the Central Bank

of Brazil. A 50bp rate cut by the central bank also provided some tailwind. Chile was gripped by

widespread anti-government protests that prompted President Sebastian Pinera to enact a sweeping

reshuffle of his cabinet and announce a package of social measures. Argentina strengthened capital

control measures after the defeat of Mauricio Macri to Peronist leader Alberto Fernandez in the

Presidential elections, as the central bank cut its benchmark overnight deposit rate by 150 basis point in the wake of disinflation and a recovering currency.

Asia ex-Japan declined as China equities were sold amid domestic growth and trade war uncertainty

despite a preliminary trade deal with the US in September. Investor anticipation of further potential

fiscal easing fueled returns in India, following a 25bp rate cut by the Reserve Bank of India. Korea

also witnessed a 25bp rate cut from its central bank, while Taiwan reflected the rise in index

heavyweight foundries. Performance in the ASEAN region was mixed, dragged down by Thailand

and Malaysia, while Philippines and Indonesia rose sharply, fueled by hopes of potential tax and interest rate cuts.

EEMEA saw major gains in Egypt, Russia and Turkey from a recovery in domestic currencies,

interest rate cuts to fuel growth, and rising gas prices. South Africa reflected the rise in gold prices

as mining companies advanced. Turkey slumped near the end of the period amid renewed volatility

over investor concerns about potential US sanctions in the aftermath of the Turkish attacks in Syria, despite a 250bp rate cut by the central bank.

While recent corporate earnings have so far been relatively resilient and moderately positive compared to lowered expectations, lingering uncertainty from geopolitical tensions and slower global growth prospects suggests another potentially volatile quarter ahead. Although the United

States/China truce over new tariffs provides hope for productive negotiation, increased tariff-related costs and uncertainties continue to weigh on business and consumer sentiment. In the absence of a quick resolution to trade standoff that has undermined investor confidence, global central banks,

particularly across EM, have adopted easier monetary policy stances as governments implement moderate fiscal stimulus through tax cuts and investments.

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Investment Manager’s Report for the financial year ended 31 October 2019

(continued)

Westwood Emerging Markets Fund (continued)

From a long-term perspective, EM equities remain attractive relative to global equities given the

modest valuation of 12 times forward P/E, and less than 8 times EV/EBITDA, for a decent 12% ROE plus 3% dividend yield, based on the MSCI EM benchmark.

Our portfolio continues to provide exposure to a broad range of long-term growth opportunities

throughout Emerging Markets. As long-term investors who have invested through past crises, we

remain disciplined to our process, avoiding the lure of herd mentality, and positioning for the long-term growth story that is to come.

Westwood Emerging Markets Fund

Trailing 1-year performance vs. benchmark

as of 31 October 2019

Westwood Emerging Markets Fund – Class X (GBP) 16.18%

MSCI Emerging Markets Index (GBP) 10.45%

Stock selection drove relative return while sector and country positioning remained positive.

Materials, Financials, and Communication Services led contribution, while Consumer Discretionary

and Energy detracted. Exposure to India, China/HK, Taiwan, and Mexico were positive, while

Argentina, Turkey, and Peru detracted.

Materials contributed primarily from security selection, led by Barrick Gold. Company management

indicated that production output remains at the top end of guidance pending a new 5-yr plan to be

unveiled next quarter. The Nevada joint venture between Barrick Gold and Newmont Goldcorp,

announced on 1 July 2019, is expected to deliver incremental value to the company, with the

potential upside of almost U$5B in synergy. Dampening domestic growth sentiment weighed on

cement companies Anhui Conch and Siam Cement. Names in South America were the main

detractors as iron ore and copper prices weakened, including Vale SA.

Contribution in Financials was led by Commercial International Bank of Egypt, as a decline in Egyptian headline inflation to a six-year low of 7.5% in August raised expectations that interest rates would fall sharply, supporting near-term growth prospects and credit demand. The bank reported

results that showed an increase in net income despite subdued loan growth. Tisco Financial in Thailand also contributed as the company remains one of the best plays in the sector with a current yield of 8% vs sector average of 3-4%, a stronger balance sheet, and demonstrated efficiency in

managing its profitability and risk exposure. Tisco has consistently generated at least 19% ROE even during recent weakness in macro environment and loan growth, and its management team has a solid track-record of staying ahead of regulatory changes to optimize income and preserve capital.

Other contributors included insurance firms AIA Group and BB Seguridade, while BOC Hong Kong and Banco de Chile detracted amid near-term growth concerns from ongoing protests in their respective economies.

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Investment Manager’s Report for the financial year ended 31 October 2019

(continued)

Westwood Emerging Markets Fund (continued)

Communication Services contributed from security selection and underweight allocation, led by

NetEase, as the regulatory uncertainty surrounding gaming approvals continued to dissipate. With

cloud-gaming services expected to transform the game ecosystem in China, leading companies like

Tencent and NetEase are well-positioned to capture marketshare through this opportunity.

Meanwhile on its growing e-commerce platform, NetEase Koala announced a partnership with

Nestle China, targeting the maternal and infant market. Since 2015, the company has been building

its global supply chain through partnerships with over 100 multinational enterprises. MTN Group

contributed as the company announced that it has been given back broadband spectrum in Nigeria

that was previously acquired from its purchase of Visafone Communications in 2015. The regulator

had withheld this spectrum (800MHz) as it looked into MTN’s market dominance, and the return of

this spectrum helps MTN build out its 4G network more cost effectively and support its mobile

payments network rollout. Tencent Holdings detracted as soft mobile gaming revenue was largely

due to recent temporary issues such as revenue recognition and content launch timing, but these

headwinds are expected to turn to tailwinds this year. The company’s near-term stock drivers

remain its mobile gaming monetization which is recovering growth momentum, and its smart retail strategy, which is a growing threat to Alibaba’s core commerce.

We added to the Financials sector through new holdings such as DBS Group, HDFC, and PingAn

Insurance while taking profits from other areas in the portfolio such as Central Pattana, a Thai real

estate developer, and airport construction and operator Grupo Aeroportuario in Mexico. Our

exposure to China was increased slightly with addition of 3SBio and Yum China, while Mr. Price

Group in South Africa was a buying opportunity from valuation. Other holdings that faced a

deteriorating investment outlook were sold, including Ambev and Cielo in Brazil, CT Environmental in China, Thai Union Group and Kasikornbank in Thailand, and Enka Insaat in Turkey.

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Investment Manager’s Report for the financial year ended 31 October 2019

(continued)

Westwood Emerging Markets Plus Fund

Trailing 1-year

performance vs. benchmark as of 31 October 2019

Westwood Emerging Markets Plus Fund – Class X (CAD) 15.31%

MSCI Emerging Markets Index (CAD) 11.95%

Stock selection drove relative return while sector and country positioning remained positive.

Materials, Financials, and Utilities led contribution, while Info Tech and Consumer Discretionary

detracted. Exposure to India, China/HK, and Egypt were positive, while Taiwan, Argentina and Turkey detracted.

Materials contributed primarily from security selection, led by Barrick Gold. Company management

indicated that production output remains at the top end of guidance pending a new 5-yr plan to be

unveiled next quarter. The Nevada joint venture between Barrick Gold and Newmont Goldcorp,

announced on 1 July 2019, is expected to deliver incremental value to the company, with the

potential upside of almost U$5B in synergy. Dampening domestic growth sentiment weighed on

cement companies Anhui Conch and Siam Cement. Names in South America were the main detractors as iron ore and copper prices weakened, including Vale SA.

Contribution in Financials was led by Commercial International Bank of Egypt, as a decline in

Egyptian headline inflation to a six-year low of 7.5% in August raised expectations that interest rates

would fall sharply, supporting near-term growth prospects and credit demand. The bank reported

results that showed an increase in net income despite subdued loan growth. Tisco Financial in

Thailand also contributed as the company remains one of the best plays in the sector with a current

yield of 8% vs sector average of 3-4%, a stronger balance sheet, and demonstrated efficiency in

managing its profitability and risk exposure. Tisco has consistently generated at least 19% ROE

even during recent weakness in macro environment and loan growth, and its management team has a

solid track-record of staying ahead of regulatory changes to optimize income and preserve capital.

Other contributors included insurance firms AIA Group and BB Seguridade, while BOC Hong Kong

and Banco de Chile detracted amid near-term growth concerns from ongoing protests in their respective economies.

Security selection drove positive contribution in Utilities, led by China Resources Gas, Indraprastha

Gas Ltd in India, and Enel Americas in Chile. Shares of China Resources Gas soared to all time

highs following news of a signed cooperation agreement with Shanxi Gas Group. The deal could

potentially be accretive to EPS by 14-33% with no need for any equity funding, plus potential

synergistic benefits such as lower operating cost due to economies of scale, increased sales from

better supply, and lower financing costs. IGL reported very strong performance in its latest quarterly

results that exceeded expectations, as total volume increased, led by higher household connections.

In aggregate, we expect volume growth to be sustainable at 11% yoy over the next three years. Enel

Américas latest quarterly results beat estimates as well, including a rise in net revenues of 16% yoy,

while PT Perusahaan Gas in Indonesia detracted over pricing and regulatory uncertainty.

Page 8: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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Investment Manager’s Report for the financial year ended 31 October 2019

(continued)

Westwood Emerging Markets Plus Fund (continued)

We added to the Financials sector through new holdings such as DBS Group, HDFC, and PingAn

Insurance while taking profits from other areas in the portfolio such as Central Pattana, a Thai real

estate developer, and airport construction and operator Grupo Aeroportuario in Mexico. Our

exposure to China was increased slightly with addition of 3SBio and Yum China, while Mr. Price

Group in South Africa was a buying opportunity from valuation. Other holdings that faced a

deteriorating investment outlook were sold, including Ambev and Cielo in Brazil, Thai Union Group and Kasikornbank in Thailand, and Enka Insaat in Turkey.

Westwood International Advisors Inc.

26 November 2019

Page 9: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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Directors’ Report The Directors present their report and the financial statements for the financial year ended 31 October 2019. Statement of Directors’ Responsibilities in respect of the financial statements The Directors are responsible for preparing the Directors' Report and financial statements, in accordance with applicable law and regulations. Company Law requires the Directors to prepare financial statements for each financial year. Under the law, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and applicable law. Under Company Law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of Westwood Investment Funds Plc (“the Company”) and of its changes in net assets attributable to holders of redeemable shares for that year. In preparing the financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and

state whether they have been prepared in accordance with IFRS as adopted by the EU. The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company and enable them to ensure that the financial statements comply with the Companies Act 2014, the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (“the UCITS Regulations”) and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48 (1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019. The Directors have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company. In this regard, they have entrusted the assets of the Company to RBC Investor Services Bank S.A., Dublin Branch who has been appointed as Depositary to the Company pursuant to the terms of a Depositary Agreement. The Directors have a general responsibility for taking such steps as are reasonably open to them to prevent and detect fraud and other irregularities. The Directors are also responsible for preparing a Directors’ Report that complies with the requirements of the Companies Act 2014. The Directors are responsible for the maintenance and integrity of the corporate and finance information. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Directors’ Report (continued)

Principal activities, business review and future developments

The Company is an umbrella type open-ended self managed investment company with variable capital, limited liability under the laws of Ireland and segregated liability between Sub-Funds. The Company commenced trading on 31 July 2013.

As of the financial year end date, the Company had two active Sub-Funds (the “Sub-Funds”),

Westwood Emerging Markets Fund and Westwood Emerging Markets Plus Fund in respect of which 5 classes of shares were in issue at the financial year end.

As at 31 October 2019 Westwood Absolute Return Global Convertibles Fund hasn't been launched.

The Sub-Funds have five classes of redeemable shares in issue at the financial year end:

Sub-

Fund

Class Currency Income/

Accumulation

Hedged/ Non-

Hedged

Share Classes listed

on GEM/date

Westwood Emerging Markets Fund X Great Britain Pounds Accumulation Non-Hedged 1 August 2013

I Canadian Dollars Accumulation Non-Hedged 3 March 2014 K European Euro Accumulation Non-Hedged n/a

I US Dollars Accumulation Non-Hedged 28 May 2015

Westwood Emerging Markets Plus Fund X Canadian Dollars Accumulation Non-Hedged 28 May 2015

The principal activity of the Company is to achieve long term capital growth through the collective

investment in either or both transferable securities or other liquid financial assets. The net assets of the Company as at 31 October 2019 amounted to GBP 246,015,635 (31 October 2018: GBP 276,205,207).

Westwood International Advisors Inc. is the Investment Manager to the Westwood Emerging Markets Fund and the Westwood Emerging Markets Plus Fund. The Directors do not anticipate any changes to the investment objectives of the Sub-Funds, other than launch of new share classes.

Both the level of business and the financial year end financial position were satisfactory and the Directors expect this to continue in the coming year. A more comprehensive overview of the Company’s investment activities and an analysis of the performance of the relevant Sub-Funds against the benchmark that it follows is detailed in the Investment Manager’s Report.

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Directors’ Report (continued) Risk Management Objectives and Policies The objective of the Westwood Emerging Markets Fund is to achieve long-term capital appreciation by primarily investing in equity securities of emerging market companies. Under normal circumstances the Sub-Fund invests at least 80% of its net assets in equity securities of emerging market companies on recognised exchanges. The Sub-Fund may also invest in exchange-traded funds (“ETFs”), American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), preferred stock, warrants and real estate investment trusts (“REITs”) to gain exposure to emerging markets. The Sub-Fund may invest up to 20% of its assets in cash or cash equivalent instruments (such as a government bond or units in money market funds). The Sub-Fund may invest up to 10% of its assets in Investment Funds. The objective of the Westwood Emerging Markets Plus Fund is to achieve long-term capital appreciation by primarily investing in equity securities of emerging market companies. Under normal circumstances, the Sub-Fund invests at least 80% of its net assets in equity securities of emerging market companies on recognised exchanges. The Sub-Fund may also invest in exchange-traded funds (“ETFs”), American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), preferred stock, warrants and real estate investment trusts (“REITs”) to ga in exposure to emerging markets. The Sub-Fund may invest up to 20% of its assets in cash or cash equivalent instruments (such as government bonds or units in money market funds). The Sub-Fund may invest up to 10% of its assets in Investment Funds. Principal risk and uncertainty The principal risks and uncertainties faced by the Company include but are not limited to market risks, currency risk, interest rate risk, credit risk and liquidity risk. A detailed analysis of the risks faced by the Sub-Funds is included in Note 4 to the financial statements.

Segregated Liability of Sub-Funds The Company is an umbrella fund with segregated liability between Sub-Funds.

Adequate accounting records

To ensure that adequate accounting records are kept in accordance with Section 281 to 285 of the Companies Act 2014, the Directors of the Company have appointed a service organisation, RBC Investor Services Ireland Limited (the “Administrator”) which is regulated by and under the supervision of the Central Bank. The books of account are located at the offices of the Administrator as stated on page 2.

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Directors’ Report (continued) Connected Persons The Central Bank of Ireland UCITS Regulations – “Dealings by promoter, manager, trustee, investment adviser and group companies” states in paragraph 1 that, inter alia, any transaction carried out with a UCITS by a promoter, custodian, investment managers and/or associated or group companies of these (“Connected Persons”) must be carried out as if negotiated at arm’s length. Transactions must be in the best interests of the shareholders. The Board of the Company are satisfied that: (i) there are arrangements (evidenced by written procedures) in place, to ensure that the obligations set out in paragraph 1 of the Central Bank of Ireland UCITS Regulations are applied to all transactions with Connected Persons; and (ii) transactions with Connected Persons entered into during the financial year complied with the obligations set out in paragraph 1 of the Central Bank of Ireland UCITS Regulations.

Results and dividends

The Statement of Financial Position and Statement of Comprehensive Income for the financial year ended 31 October 2019 are set out on pages 21 to 22. No dividends were proposed or paid by the Company during the financial year (31 October 2018: Nil).

The Directors consider that the requirement to provide a commentary on the results for the financial year is covered by the Investment Manager’s Report on pages 3 to 7.

Significant events during the financial year

On 16 July 2019 the Central Bank of Ireland noted a revised Prospectus of the Company, dated 16 July 2019. The Directors have imposed a voluntary cap in respect of Westwood Emerging Markets Fund and updated the existing fee cap for Westwood Emerging Markets Plus Fund to ensure that the Total Expense Ratio is maintained at a competitive level. This became effective on 16 July 2019. Please refer to note 7 for further details.

Significant events after the financial year end

Adrian Waters resigned as a Director of the Company on 13 November 2019. Frank Connolly was appointed as a Director of the Company on 13 November 2019.

Employees There were no employees of the Company throughout the financial year.

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Directors’ Report (continued) Impact on UK Withdrawal from EU In a referendum held on 23 June 2016, the electorate of the United Kingdom (UK) resolved to leave the European Union (EU). The result has led to political instability and economic uncertainty, volatility in the financial markets of the UK and more broadly across Europe and a decline in the value of the Sterling (GBP). There remains a number of uncertainties in connection with the UK relationship with the EU, including the terms of agreement it reaches in relation to its withdrawal. A UK exit could adversely affect some of the Investment Manager ability to provide management services to the Sub-Funds, access markets, make investments or enter into agreements, whether on its own behalf or on behalf of the Sub-Funds, or continue to work with non-UK counterparties and service providers, all of which could result in increased costs to the Sub-Funds. Until the terms of the UK’s exit from the EU are clearer, it is not possible to determine the impact that the UK’s departure and/or any related matters may have on the Sub-Funds and its investments.

Directors’ and Secretary’s interests The names of the persons who were Directors at any time during the financial year ended 31 October 2019 are set out on page 2. In accordance with the Articles of Association, the Directors are not required to retire by rotation. Directors’ fees (including expenses) for the financial year are stated in Note 7 to the financial statements. None of the Directors, secretary or their families or nominees held any redeemable shares as at 31 October 2019 or as at 31 October 2018. The Directors are not aware of any contracts or arrangements of any significance in relation to the business of the Company in which the Directors had any interest as defined in the Companies Act 2014 at anytime during the financial year ended 31 October 2019 (financial year ended 31 October 2018: Nil), other than those disclosed in Note 10.

Directors Compliance Statement

The Directors acknowledge that they are responsible for securing the Company’s compliance with the relevant obligations as set out in section 225 of the Companies Act 2014 which includes drawing up a compliance policy statement that sets out the Company’s policies respecting compliance by the Company with its relevant obligations, putting in place appropriate arrangements or structures that are designed to secure material compliance with the Company’s relevant obligations and conducting an annual review during the financial year of any arrangements or structures referred to above that have been put into place.

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Directors’ Report (continued)

Corporate Governance Statement

The Directors have, for the financial year ended 31 October 2019, adopted the Irish Funds (“IF”) (previously the Irish Funds Industry Association (“IFIA”)) voluntary Corporate Governance Code

for Investment funds (“the Code”), which sets out the principles of good governance of Irish investment funds. The Code was adopted since May 2013. The Directors consider that the Company has been in compliance with the Code in all material respects for the financial year ended 31 October

2019. The Directors meet regularly to consider the activities of the Company and receive reports on various activities, including compliance controls and risk management. The Directors are charged with reviewing the annual accounts and the external audit process (including the appointment and

remuneration of the external Auditor) and reviewing and monitoring the internal financial control systems and risk management systems on which the funds are reliant. The European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 is not applicable.

Composition of the Board of Directors

The composition of the Board of Directors (“the Board”) is made up of four directors, which all are non-executive directors, and one of which is an independent director resident in Ireland being

independent of the fund promoter and investment manager. A non-executive chairman has been appointed to the Board on a permanent basis. Two directors are employees of Westwood Management Corp. (“the Promoter”) to ensure that there is a good balance of skills and expertise

on the Board. Each director has confirmed that he/she has sufficient time to devote to the role of director and associated responsibilities. Conflicts of interest are taken into account in making appointments to the Board. The Company has documented procedures for dealing with conflicts, and

an annual review of compliance with these procedures will be undertaken. If there are on-going conflicts impacting on the ability of the Board to act in the best interests of shareholders of the Company (the “Shareholders”), the Board will consider changing its membership.

The Board undertakes sufficient training as required to enable it to discharge its duties.

The Company conducts an informal annual review of the Board membership and undertakes to conduct a formal review every three years. Board meetings take place on a quarterly basis. Directors attend and participate at meetings in person or via telephone and an attendance schedule will form

part of the annual informal Board performance review process. Control activities and monitoring

The Board has delegated all of the management of the Sub-Funds to third parties (e.g. investment management, investment risk management, administration, distribution) however the Board

acknowledges its responsibility for functions delegated. Mr. Frank Connolly is the Designated Person responsible for monitoring Capital and Financial Management and receives monthly reporting from the Company. The Company’s NAV is monitored on a daily basis by the Investment

Manager. The reserved powers of the Board are set out in the Memorandum and Articles of Association. The Company has appropriate procedures to oversee all third party delegates and monthly reports are received from each party for review. A formal review of third party delegates is

undertaken at each Board meeting.

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Directors’ Report (continued) Corporate Governance Statement (continued)

Dealings with Shareholders

The convening and conduct of shareholders’ meetings are governed by the Articles of Association of the Company and the Companies Act 2014. Although the Directors may convene an Extraordinary General Meeting of the Company at any time, the Directors are required to convene an Annual General Meeting of the Company within fifteen months of the date of the previous annual general meeting thereafter. Shareholders representing not less than one-tenth of the paid up share capital of the Company may also request the Directors to convene a shareholders’ meeting. Not less than 21 days’ notice of every Annual General Meeting and any meeting convened for the passing of a special resolution must be given to shareholders and fourteen days’ notice must be given in the case of any other general meeting unless the auditors of the Company and all the shareholders of the Company entitled to attend and vote agree to shorter notice. Two members present either in person or by proxy constitute a quorum at a general meeting provided that the quorum for a general meeting convened to consider any alteration to the class rights of shares is two or more shareholders holding or representing by proxy at least one third of the issued shares of the relevant sub-fund or class.

Every holder of participating shares or non-participating shares present in person or by proxy who votes on a show of hands is entitled to one vote. On a poll, every holder of participating shares present in person or by proxy is entitled to one vote in respect of each share held by him and every

holder of non-participating shares is entitled to one vote in respect of all non-participating shares held by him. The chairman of a general meeting of the Company or at least two members present in person or by proxy or any holder or holders of participating shares present in person or by proxy

representing at least one tenth of the shares in issue having the right to vote at such meeting may demand a poll.

Shareholders may resolve to sanction an ordinary resolution or special resolution at a shareholders’

meeting. An ordinary resolution of the Company requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution of the Company requires a majority of not less than 75% of the shareholders

present in person or by proxy and voting in general meeting in order to pass a special resolution including a resolution to amend the Articles of Association.

Financial Reporting Mr. Frank Connolly is the Designated Person responsible for various duties including; ensuring the production of periodic financial statements by the Administrator, their approval, and submission to the Central Bank. Internal procedures exist to follow up and resolve any issues that arise or are identified to the Board relating to the financial control of the Company, and to ensure that fair, correct and transparent pricing models and valuation systems are used and that a review of the valuation procedures will be undertaken prior to the launch of any new sub-fund. Mr. Connolly will monitor the production of the semi-annual and annual audited financial statements to ensure that they are filed within the relevant timeframe.

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Page 23: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

22

Statement of Comprehensive Income

For the financial year ended 31 October 2019 Westwood Westwood Westwood Westwood Westwood Westwood

Emerging Emerging Emerging Emerging Strategic Global Strategic Global

Markets Markets Markets Plus Markets Plus Convertibles Convertibles

Fund Fund Fund Fund Fund* Fund Total Total

31 October 31 October 31 October 31 October 31 October 31 October 31 October 31 October

2019 2018 2019 2018 2019 2018 2019 2018

Notes GBP GBP GBP GBP EUR EUR GBP GBP

Income

Bond interest - - - - - 455,653 - 402,638

Bank interest 8,368 4,606 2,394 1,126 - 593 10,762 6,256

Dividend income 6,020,884 7,468,978 1,331,092 1,192,328 - - 7,351,976 8,661,306

Other income 36,415 28,633 11,353 5,728 - 6,487 47,768 40,093

Expenses reimbursement from Investment Manager 10 76,666 - 112,766 129,871 - 207,934 189,432 313,612

Net gain/(loss) on financial instruments at fair value through

profit or loss 26,071,803 (28,871,123) 4,911,071 (3,556,889) - (65,018) 30,982,874 (32,485,465)

Net investment income/(loss) 32,214,136 (21,368,906) 6,368,676 (2,227,836) - 605,649 38,582,812 (23,061,560)

Expenses

Investment manager fees 7 (317,342) (642,464) - - - (85,671) (317,342) (718,167)

Administration fee 7 (59,787) (63,765) (43,424) (40,211) - (51,027) (103,211) (149,066)

Depositary oversight fees 7 (43,074) (54,320) (11,751) (11,850) - (10,531) (54,825) (75,476)

Depositary fees 7 (116,152) (159,751) (34,028) (40,870) - (9,232) (150,180) (208,779)

Audit and legal fees (147,102) (110,794) (43,381) (24,783) - (58,957) (190,483) (187,674)

Directors’ fees and expenses 7 (22,794) (22,652) (4,153) (4,152) - (15,167) (26,947) (40,206)

Interest expenses (837) - (200) (23) - (3,794) (1,037) (3,376)

Transaction costs (243,826) (468,851) (47,479) (44,504) - - (291,305) (513,355)

Other expenses (155,926) (128,516) (46,251) (77,811) - (107,618) (202,177) (301,424)

Total operating expenses (1,106,840) (1,651,113) (230,667) (244,204) - (341,997) (1,337,507) (2,197,523)

Profit/(loss) before tax 31,107,296 (23,020,019) 6,138,009 (2,472,040) - 263,652 37,245,305 (25,259,083)

Withholding tax expense 5 (653,621) (784,927) (129,002) (126,205) - (4,123) (782,623) (914,775)

Capital gain tax expense 5 (915,618) (495,907) (148,551) (69,071) - - (1,064,169) (564,978)

Change in net assets attributable to

holders of redeemable shares from operations 29,538,057 (24,300,853) 5,860,456 (2,667,316) - 259,529 35,398,513 (26,738,836)

*On 6 September 2018, the assets held on the Westwood Strategic Global Convertibles Fund were transferred into the Aviva Global Convertibles Fund and the Sub-Fund ceased trading.

The notes on pages 26 to 57 form part of these financial statements.

Page 24: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

23

Statement of Changes in Net Assets Attributable to Holders of Redeemable Shares For the financial year ended 31 October 2019

Westwood Westwood Westwood Westwood Westwood Westwood

Emerging Emerging Emerging Emerging Strategic Global Strategic Global

Markets Markets Markets Plus Markets Plus Convertibles Convertibles

Fund Fund Fund Fund Fund* Fund

31 October 31 October 31 October 31 October 31 October 31 October

2019 2018 2019 2018 2019 2018

GBP GBP GBP GBP EUR EUR

Net assets attributable to holders of redeemable shares

at beginning of the financial year 233,422,744 387,058,735 42,782,463 44,017,404 - 23,963,887

Change in net assets attributable to holders of

redeemable shares from operations 29,538,057 (24,300,853) 5,860,456 (2,667,316) - 259,529

Issue of redeemable shares during the financial year 6,892,940 86,330,665 2,459,330 6,370,108 - 2,856,223

Redemption of redeemable shares during the financial year (67,233,821) (216,220,803) (7,858,294) (4,937,733) - (4,105,228)

Levy on Subscriptions & Redemptions

151,760 555,000 - - - -

(Decrease)/Increase in net assets from capital transactions (60,189,121) (129,335,138) (5,398,964) 1,432,375 - (1,249,005)

(Decrease)/Increase in net assets during the financial year (30,651,064) (153,635,991) 461,492 (1,234,941) - (989,476)

Transfers out* - - - - - (22,974,411)

Net assets attributable to holders of redeemable shares

at end of the financial year 202,771,680 233,422,744 43,243,955 42,782,463 - -

*On 6 September 2018, the assets held on the Westwood Strategic Global Convertibles Fund were transferred into the Aviva Global Convertibles Fund and the Sub-Fund ceased trading.

The notes on pages 26 to 57 form part of these financial statements.

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Westwood Investment Funds Plc

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Statement of Cash Flows For the financial year ended 31 October 2019

Westwood Westwood Westwood Westwood Westwood Westwood

Emerging Emerging Emerging Emerging Strategic Global Strategic Global

Markets Markets Markets Plus Markets Plus Convertibles Convertibles

Fund Fund Fund Fund Fund* Fund Total Total

31 October 31 October 31 October 31 October 31 October 31 October 31 October 31 October

2019 2018 2019 2018 2019 2018 2019 2018

GBP GBP GBP GBP EUR EUR GBP GBP

Cash flows from operating activities

Change in net assets attributable to holders of redeemable shares 29,538,057 (24,300,853) 5,860,456 (2,667,316) - 259,529 35,398,513 (26,738,838)

Changes in operating assets and liabilities

Financial assets and liabilities at fair value through profit or loss 29,624,369 154,676,647 (687,964) 1,860,981 - 2,996,507**

28,936,405 159,185,494

Decrease/(Increase) in interest receivable 2 (21) 1 (9) - 2 3 (28)

(Increase)/Decrease in other receivables (54,387) (19,216) (17,738) 22,860 - 91,207 (72,125) 84,239

Increase in amounts receivable/due to brokers (758,360) (2,325,396) (200,511) (201,429) - (5,329) (958,871) (2,531,534)

(Increase)/Decrease in receivable from investment manager (76,666) - (34,181) 17,274 - 103,919 (110,847) 109,102

Increase/(Decrease) in deferred tax 659,782 (822,005) 143,437 (34,780) - - 803,219 (856,785)

(Decrease)/Increase in other accrued expenses (21,456) (4,177) 3,210 17,278 (45,348) (24,205) (57,290) (8,288)

Net operating cash inflow/(outflow) after changes

in operating assets and liabilities 29,373,284 151,505,832 (793,746) 1,682,175 (45,348) 3,162,101 28,540,494 155,982,200

Cash flow provided by/(used in) operating activities 58,911,341 127,204,979 5,066,710 (985,141) (45,348) 3,421,630 63,939,007 129,243,362

Financing activities

Issue of redeemable shares 7,052,862 86,255,126 2,459,330 6,370,108 - 2,856,223 9,512,192 95,149,138

Redemption of redeemable shares (67,314,117) (216,575,714) (7,858,294) (4,937,733) - (6,675,939) (75,172,411) (227,412,647)

Levy on subscriptions & redemptions 151,760 555,000 - - - - 151,760 555,000

Cash flow from financing activities (60,109,495) (129,765,588) (5,398,964) 1,432,375 - (3,819,716) (65,508,459) (131,708,509)

*On 6 September 2018, the assets held on the Westwood Strategic Global Convertibles Fund were transferred into the Aviva Global Convertibles Fund and the Sub-Fund ceased trading.

**This amount excludes non-cash transaction of EUR22,974,411. Please refer to Note 1 for details regarding in-specie transaction.

The notes on pages 26 to 57 form part of these financial statements.

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Westwood Investment Funds Plc

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Statement of Cash Flows (continued) For the financial year ended 31 October 2019

Westwood Westwood Westwood Westwood Westwood Westwood

Emerging Emerging Emerging Emerging Strategic Global Strategic Global

Markets Markets Markets Plus Markets Plus Convertibles Convertibles

Fund Fund Fund Fund Fund** Fund Total* Total*

31 October 31 October 31 October 31 October 31 October 31 October 31 October 31 October

2019 2018 2019 2018 2019 2018 2019 2018

GBP GBP GBP GBP EUR EUR GBP GBP

Movement in cash and cash equivalents during the

financial year (1,198,154) (2,560,609) (332,254) 447,234 (45,348) (398,086) (1,569,452) (2,465,144)

Cash and cash equivalents at start of the financial year 4,522,784 7,083,393 1,757,638 1,310,404 45,348 443,434 6,321,198 8,782,578

Currency translation* - - - - - - (1,732) 3,764

Cash and cash equivalents at end of the financial year 3,324,630 4,522,784 1,425,384 1,757,638 - 45,348 4,750,014 6,321,198

Supplemental disclosure of cash flow information

Interest received 8,389 4,585 2,395 1,117 53,157 461,121 58,581 414,330

Dividend received 5,973,770 7,440,647 1,314,041 1,188,403 - (53,157) 7,287,811 8,581,253

Interest paid (837) - (200) (23) (3) (3,797) (1,034) (3,373)

*The Company total amount does not equal the sum of the Sub-Funds’ amounts as a result of the notional FX adjustments. Details of the notional FX adjustment are disclosed in Note 2 (c) to the Financial Statements.

**On 6 September 2018, the assets held on the Westwood Strategic Global Convertibles Fund were transferred into the Aviva Global Convertibles Fund and the Sub-Fund ceased trading.

The notes on pages 26 to 57 form part of these financial statements.

Page 27: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes

(forming part of the financial statements)

26

1. Reporting entity The Company is an umbrella type open-ended self managed investment company with variable capital, incorporated on 8 May 2013 with limited liability and segregated liability between Sub-Funds under the laws of Ireland with registered number 527304 under the Companies Act 2014 (the “Act”). The Company is authorised in Ireland by the Central Bank pursuant to the UCITS Regulations. As at 31 October 2019, there are two active Sub-Funds. These are: Westwood Emerging Markets Fund Westwood Emerging Markets Plus Fund The Company’s principal objective is to achieve long term capital growth through the collective investment in either or both transferable securities or other liquid financial assets of capital raised from the public, operating on the principal of risk-spreading. The Company aims to provide investors with the opportunity to invest in a variety of investments.

2. Basis Preparation

(a) Statement of compliance

The financial statements as at 31 October 2019 are prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, and Irish Statute comprising the Companies Act 2014 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation, 2011 (as amended) (the "Regulations") and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations, 2019 (the "Central Bank UCITS Regulations”) (together the "UCITS Regulations"). The accounting policies set out below have, unless otherwise stated, been applied to the financial statements.

(b) Basis of measurement The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through profit or loss, which are measured at fair value. The financial statements have been prepared on the going concern basis. The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for the foreseeable future. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Therefore the financial statements continue to be prepared on the going concern basis.

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Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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2. Basis Preparation (continued)

(c) Functional and presentation currency

Items included in the Company’s financial statements are measured using the currency of the primary economic environment in which it operates (“the functional currency”). If indicators of the primary economic environment are mixed, then management uses its judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The functional currency is GBP for all Sub-Funds except for the Westwood Strategic Global Convertibles Fund for which the functional currency is the Euro. The functional and presentation currency for the Company is GBP. All amounts have been rounded to the nearest GBP.

Monetary assets and liabilities of the Company denominated in currencies other than GBP, the functional currency, are translated into GBP at prevailing exchange rates at each financial year end. Non-monetary assets and liabilities denominated in currencies other than GBP that are measured at fair value are translated into GBP at the exchange rate at the date on which the fair value was determined.

With regard to Westwood Strategic Global Convertibles Fund, transactions in foreign currencies were translated into the functional currency at the spot exchange rate at the date of the transaction. Monetary assets and liabilities of the Company denominated in currencies other than Euro, the functional currency, were translated into Euro at prevailing exchange rates at each financial year end. Non-monetary assets and liabilities denominated in currencies other than Euro that were measured at fair value and translated into Euro at the exchange rate at the date on which the fair value was determined.

Transactions during the financial year are translated into GBP at the rate of exchange prevailing on the date of the transaction. Foreign currency differences arising on translation are recognised in the Statement of Comprehensive Income as net foreign exchange gain/(loss), except for those arising on financial instruments at fair value through profit or loss, which are recognised as a component of net gain/(loss) from financial instruments at fair value through profit or loss. Realised and unrealised gains and losses on investments and derivatives are accounted for in the Statement of Comprehensive Income.

The foreign currency translation adjustment arising from translation of EUR balances relating to the Westwood Strategic Global Convertibles Fund, for the purposes of preparing the Company total GBP amounts, has been included in the Statement of Cash Flows. The currency translation adjustment for the financial year ended 31 October 2019 was GBP (1,732) (31 October 2018: GBP 3,764). This does not impact the NAV of any individual Sub-Fund.

(d) Use of estimates and judgements The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

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Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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2. Basis Preparation (continued)

(d) Use of estimates and judgements (continued) Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There were no estimates used in measuring the fair value of investments at the financial year end date 31 October 2019 (31 October 2018: None).

(e) Offsetting There were no master netting agreements in place for the financial year ended 31 October 2019 and as at 31 October 2018. As a result the requirements of IFRS 7 to disclose offsetting positions of financial assets and liabilities have no impact on current disclosures in the Company’s financial statements.

3. Significant accounting policies

a) New Accounting Pronouncements Amendments and Interpretations

i) Standards and amendments to existing standards effective 1 November 2018

The below standards, interpretations or amendments to existing standards that are effective for the first time for the annual accounting period beginning 1 November 2018 are outlined below. - IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. An updated version of IFRS 9 was issued on 10 November 2013. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. IFRS 9 does not have a significant impact as the Fund have continued to classify their financial assets and financial liabilities as being at fair value through profit or loss. Please refer to section b and c for further details.

Page 30: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

29

3. Significant accounting policies (continued)

a) New Accounting Pronouncements Amendments and Interpretations (continued)

ii) New standards, amendments and interpretations effective after 1 January 2019

and have not been early adopted

IFRIC 23 “Uncertainty over Income Tax Treatments” was issued in June 2017 and became effective for periods beginning on or after 1 January 2019. It clarifies the accounting for

uncertainties in income taxes which is applied to the determination of taxable profits (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments in accordance with IAS 12. It clarifies whether tax treatments

should be considered independently or collectively, whether the relevant tax authority will or will not accept each tax treatment and, the requirement to reassess its judgments and estimates if facts and circumstances change.

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 November 2018, and have not been early adopted in preparing these financial statements. None of these are expected to have a material effect on

the financial statements of the Company.

b) IFRS 9 Transition

The Company initially applied IFRS 9 from 1 November 2018. As permitted by the transition provisions of IFRS 9, comparative information throughout these financial statements has not generally been restated to reflect the requirement of the standard. Except for the changes noted below, the Company has consistently applied the accounting policies to all periods in these financial statements.

Comparative periods have not generally been restated. Accordingly, the information presented for the financial year ended 31 October 2018 does not reflect the requirements of IFRS 9, but rather those of IAS 39.

- IFRS 9 contains three principal classifications categories of financial assets: measured at amortised cost, Fair Value through Other Comprehensive Income (“FVOCI”) and Fair Value through Profit or Loss (“FVTPL”). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. IFRS 9 eliminates the previous IAS 39 categories of held to maturity, loans and receivable and held for sale. For explanation of how the Company classifies and measures financial instruments and accounts for related gains and losses under IFRS 9, see note 3c below.

- IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. The adoption of IFRS 9 has not had a significant effect on the Company’s accounting policies related to financial liabilities.

Additionally, the Fund has adopted consequential amendments to IFRS 7, Financial Instruments: Disclosures, which are applied to disclosures in 2019 but have not generally been applied to comparative information

IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with an ‘expected credit loss’ (ECL)

model. The new impairment model applies to financial assets measured at amortised cost and debt investments at FVOCI, but not investments in equity instruments. Under IFRS 9, credit losses are recognised earlier than under IAS 39. As at 31 October 2019 this model did not

result in additional impairment losses to the Company.

Page 31: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

30

3. Significant accounting policies (continued)

c) Financial Assets and Liabilities at Fair Value through Profit or Loss

(i) Classification and subsequent measurement

Policy applicable before 1 November 2018 The Company’s financial assets and liabilities at fair value through profit or loss: held for

trading comprise its investment portfolio. The financial assets and liabilities held for trading are those that the Company principally holds for the purpose of short-term profit taking, in accordance with International Accounting Standard 39.

Financial assets that are categorised as loans and receivable include cash and cash equivalents and other receivables, dividends receivable, receivable from the investment manager, none of

which are quoted on an active market.

Financial liabilities that are at amortised cost includes other payables.

After initial measurement, the Company measures financial instruments which are classified as at fair value through profit or loss, at their fair value. Subsequent changes in the fair value

of financial instruments at fair value through profit or loss are recognised in the Statement of Comprehensive Income. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date. The fair value of financial instruments is based on their quoted market prices in an active market. The Company measures instruments quoted in an active market at last traded price, because this price provides a reasonable approximation of exit price.

If a quoted market price is not available, the fair value of the financial instruments may be estimated by a competent person using valuation techniques, including the use of recent arm’s

length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models or any other valuation technique that provides a reliable estimate of prices obtained in actual market

transactions. Policy applicable after 1 November 2018

On initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.

A financial asset is measured at amortised cost if it meets both the following conditions and is not designated at FVTPL: - It is held with a business model whose objective is to hold assets to collect contractual cash

flows; and - Its contractual terms give rise on specified dates to cash flows that are SPPI.

Page 32: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

31

3. Significant accounting policies (continued)

c) Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

(i) Classification and subsequent measurement (continued)

Policy applicable after 1 November 2018

All other financial assets of the Company are measured at FVTPL.

As all of Company’s investments are either held for trading and/or managed and evaluated on a fair value basis, they have remained classified as fair value through profit or loss upon adoption of IFRS 9. The entity is primarily focused on fair value information and uses that information to assess the assets’ performance and to make decisions. The Company held equity securities at year end which had been previously classified as held for trading. On adoption of IFRS 9, these securities are mandatorily classified as fair value through profit or loss.

In addition, a portfolio of financial assets that meets the definition of held for trading is not held to collect contractual cash flows or held both to collect contractual cash flows and to sell financial assets. For such portfolios, the collection of contractual cash flows is only incidental to achieving the business model’s objective. Consequently, such portfolios of financial assets must be measured at fair value through profit or loss.

The Company classifies its investments based on both the Company’s business model for managing those financial assets and the contractual cash flow characteristics of the financial assets. The portfolio of financial assets is managed and performance is evaluated on a fair value basis. The Sub-Funds are primarily focused on fair value information and uses that information to assess the assets’ performance and to make decisions. The Sub-Funds have not taken the option to irrevocably designate any equity securities as fair value through other comprehensive income. Consequently, all investments are measured at fair value through profit or loss.

Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any foreign exchange gains and losses, are recognised in the profit or loss in “net income from financial instruments at FVTPL” in the statement of comprehensive income.

Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. Cash and cash equivalents, other receivables, dividends receivable, receivable from the investment manager are included in this category. Interest income on cash and cash equivalents which was calculated using the effective interest rate method is recognised in bank interest income, foreign gains and losses are recognised in net gain/(loss) on financial instruments at fair value through profit or loss in the statement of comprehensive income.

IAS 39’s treatment of financial liabilities has been carried forward to IFRS 9 with very limited

change. In particular, financial liabilities that are held for trading will continue to be measured at fair value through profit or loss.

Page 33: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

32

3. Significant accounting policies (continued)

(c) Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

(ii) Impairment of financial assets

Policy applicable before 1 November 2018

Financial assets that are stated at cost or amortised cost are reviewed at each reporting date to determine whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised in the Statement of Comprehensive Income as the difference

between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. If in a subsequent period the amount of an impairment loss recognised on a financial asset carried at amortised cost

decreases and the decrease can be linked objectively to an event occurring after the write-down, the write-down is reversed through the Statement of Comprehensive Income.

Policy applicable after 1 November 2018 IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward-looking 'expected credit loss'

(“ECL”) model. This may require considerable judgement about how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis.

The Company recognises loss allowances of ECLs on financial assets measured at amortised cost. The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at 12-month ECLs:

- financial assets that are determined to have low credit risk at the reporting date; and - other financial assets for which credit risk (i.e. the risk of default occurring over the expected life of the asset) has not increased significantly since initial recognition.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and

supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking

information. The Company assumes that the credit risk on a financial asset has increased significantly if it is

more than 30 days past due. The Company considers a financial asset to have low credit risk when the credit rating of the counterparty is equivalent to the globally understood definition of 'investment grade'. The Company considers this to be Baa3 or higher per Moody's or BBB- or

higher per Standard and Poor's. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of

a financial instrument. 12-month ECLs are the portion of ECLs that result from the default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 moths). The maximum period considered when

estimating ECLs is the maximum contractual period over which the company is exposed to credit risk.

Page 34: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

33

3. Significant accounting policies (continued) (c) Financial Assets and Liabilities at Fair Value through Profit or Loss (continued)

(ii) Impairment of financial assets (continued)

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are

discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired.

A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on

the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit impaired includes the following observable data:

- significant financial difficulty of the borrower or issuer;

- a breach of contract such as a default or being more than 90 days past due; or - it is probable that the borrower will enter bankruptcy or other financial reorganisations. - Presentation of allowance for ECLs in the Statement of financial Position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write off

The gross carrying amount of financial assets is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

(iii) De-recognition The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in

which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all the risks and rewards of ownership and not retain control of the financial asset. Any interest in such transferred financial

assets that is created or retained by the Company is recognised as a separate asset or liability. (iv) Redeemable shares The Sub-Funds have five classes of redeemable shares in issue. The redeemable shares provide investors with the right to require redemption for cash or in specie at a value proportionate to the investor’s share in the Sub-Funds’ net assets at each redemption date and also in the event of the Sub-Funds’ liquidation.

Redeemable shares are redeemable at the shareholder’s option and are classified as financial liabilities. The redeemable shares can be redeemed at any time for cash equal to a proportionate

share of a particular Sub-Fund’s net asset value. The share is carried at the redemption amount that is payable at the balance sheet date if the shareholder exercises their right to put the share back to the Sub-Fund.

Page 35: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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3. Significant accounting policies (continued)

(d) Dividend income Dividends are credited to the Statement of Comprehensive Income on the dates on which the relevant securities are listed as "ex-dividend". Dividend income is shown net of any non-recoverable withholding taxes and net of any tax credits which are shown separately.

(e) Net gain/loss on financial instruments at fair value through profit or loss Results arising from trading activities are recognised in the Statement of Comprehensive Income. Included are all realised and unrealised fair value changes of financial instruments and foreign exchange differences, but excludes interest and dividend income.

(f) Income tax

Dividend and interest income received by the Sub-Funds might be subject to withholding tax imposed in the country of origin. Income that is subject to such tax is recognised gross of the taxes and the corresponding withholding tax is recognised as tax expense.

(g) Capital gains tax

Realised gains on disposals of assets of the Sub-Funds may be subject to capital gains tax imposed by the assets’ country of origin. Tax on such realised gains is recognised as a tax expense in the Statement of Comprehensive Income.

The Company may be liable to taxes (including withholding taxes) in countries other than Ireland on dividend, interest income earned and capital gains arising on its investments. The Company may not be able to benefit from a reduction in the rate of such foreign tax by virtue of the double taxation treaties between Ireland and other countries. The Company may not, therefore, be able to reclaim any foreign withholding tax suffered by it in particular countries. Income that is subject to such tax is recognised gross of the taxes and the corresponding withholding tax is recognised as tax expense.

(h) Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts, without consideration of future credit losses, over the expected life of the financial instrument or through to the next market based repricing date to the net carrying amount of the financial instrument on initial recognition. The effective interest rate on convertible bonds is calculated by including the premium associated with the convertible option embedded in the bond.

(i) Expenses

Expenses are recognised in the Statement of Comprehensive Income on an accruals basis. Fees and commission expenses are recognised in the Statement of Comprehensive Income as the related services are performed.

Reimbursement of expenses arising as a result of the Total Expense Ratio Cap are included in the expenses reimbursement from Investment Manager line in the Statement of Comprehensive Income. Details of Total Expense Ratio Cap in place can be found on page 74.

Page 36: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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3. Significant accounting policies (continued)

(j) Cash and cash equivalents Cash and cash equivalents include balances held with the Depositary including overnight deposits with the Depositary. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are valued at amortised cost.

(k) Amounts receivable from brokers and amounts payable to brokers

Receivables and payables from/due to brokers represent amounts receivable and payable for transactions contracted but not yet delivered. In accordance with the Company’s policy of trade accounting for regular way sales and purchases transactions, sales/purchases awaiting settlement represent amounts receivable/payable for securities sold/purchased but not yet settled. Amounts receivable from brokers and amounts payable to brokers are shown on the Statement of Financial Position.

(l) Transaction costs

Transaction costs include fees and commissions paid to agents, advisers, brokers and dealers,

levies by regulatory agencies and security exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs.

Transaction costs on purchases and sales of equities are included in the transaction costs line item in the Statement of Comprehensive Income.

Transaction costs on the purchase and sale of bonds and forwards are included in the purchase and sale price of the investment. They cannot be practically or reliably gathered as they are embedded in the cost of the investment and cannot be separately verified or

disclosed. Depositary transaction costs are included as part of depositary fees in the Statement of

Comprehensive Income.

(m) Forward Currency Contracts

The fair value of open forward foreign currency contracts is calculated as the difference between the contracted rate and the current forward rate that would close out the contract on the valuation date. Gains or losses arising on the settlement of forward foreign currency contracts are included on the net gain/ (loss) on financial assets and liabilities at fair value through profit or loss in the Statement of Comprehensive Income. Unrealised gains and losses on unsettled forward currency contracts are included in the Statement of Financial Position and are shown in the Schedule of Investments. The unrealised gains or losses on open forward foreign currency contracts is calculated by reference to the forward price. Realised gains or losses include net gains and losses on contracts which have been settled or other contracts.

Page 37: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management The main risks arising from the Company's financial instruments are market price, foreign currency, interest rate, liquidity, credit, custody and other price risk. The Investment Manager have been engaged to manage the risks of the Sub-Funds.

(a) Market price risk

Market price risk is the risk that changes in market prices, such as interest rate, equity prices, foreign exchange rates and credit spreads (not relating to changes in the obligor’s/issuer’s credit standing) will affect the Sub-Funds’ income or the fair value of its holdings of financial instruments. The objective of market price risk management is to manage and control risk exposure within acceptable parameters, while optimising the return.

The Investment Manager consider the asset allocation of the portfolio in order to minimise the risk associated with particular countries or industry sectors whilst continuing to follow the Company’s investment objective. The Company’s market price risk is managed on a daily basis by the Investment Manager.

Details of financial assets and liabilities at fair value through profit or loss are disclosed in Statement of Financial Position and Schedule of Investments.

The tables below show the effect of a 5% increase in the prices of securities to the net assets attributable to Shareholders. A 5% decrease would give an equal movement in the opposite direction:

31 October 2019

Westwood Westwood

Emerging Emerging Markets Fund Markets Plus Fund

GBP GBP

Effect of a 5% change in prices on equities and depository receipts 10,044,700 2,104,924

31 October 2018

Westwood Westwood

Emerging Emerging

Markets Fund Markets Plus Fund GBP GBP

Effect of a 5% change in prices on equities and depository receipts 11,525,918 2,070,526

(b) Currency risk

Currency risk is the risk that the Company’s operations or the NAV of the Company will be affected by changes in exchange rates and regulatory controls on currency movements.

The Company’s currency risk is monitored on a daily basis by the Investment Manager. The Investment Manager monitors movement in foreign currency rates and the potential impact on the Company.

The Company followed the same approach in previous periods.

Page 38: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(b) Currency risk (continued)

At the reporting date the carrying value of the Company’s net financial assets and liabilities held in individual currencies expressed in GBP were as follows:

Westwood Emerging Markets Fund

Monetary Assets Total Investments Net Other Monetary

Assets and Liabilities

Share Class

Exposure Total Exposure Sensitivity Analysis

(5% movement) GBP GBP GBP GBP GBP GBP

As at 31 October 2019 BRL - - 68,897 - 68,897 3,445 CAD - - - 26,720,091 26,720,091 1,336,005 EUR - - - 1,230,882 1,230,882 61,544 INR - - (574,501) - (574,501) (28,725) PHP 1 - - - 1 - USD - 18,542,496 32,307 2,993,949 21,568,752 1,078,438

Total 1 18,542,496 (473,297) 30,944,922 49,014,122 2,450,707

Monetary Assets Total Investments Net Other Monetary

Assets and Liabilities

Share Class

Exposure Total Exposure Sensitivity Analysis

(5% movement) GBP GBP GBP GBP GBP GBP

As at 31 October 2018 BRL - - 6,799 - 6,799 340 CAD - - - 23,205,842 23,205,842 1,160,292 EGP 71,384 - - - 71,384 3,569 EUR - - (32,993) 61,486,280 61,453,287 3,072,664 HKD - - 17,173 - 17,173 859 INR 663,253 - (552,955) - 110,298 5,515 KRW - - 26,921 - 26,921 1,346

USD - 21,448,261 - 2,600,182 24,048,443 1,202,422

Total 734,637 21,448,261 (535,055) 87,292,304 108,940,147 5,447,007

Page 39: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(b) Currency risk (continued)

Westwood Emerging Markets Plus Fund

Monetary Assets Total Investments

Net Other Monetary

Assets and Liabilities

Share Class

Exposure Total Exposure

Sensitivity Analysis

(5% movement)

GBP GBP GBP GBP GBP GBP

As at 31 October 2019

BRL 5 - 16,473 - 16,478 824

CAD - - - 43,243,955 43,243,955 2,162,198 INR - - (115,721) - (115,721) (5,786)

USD - 4,196,445 7,301 - 4,203,746 210,187

Total 5 4,196,445 (91,947) 43,243,955 47,348,458 2,367,423

Monetary Assets Total Investments

Net Other Monetary

Assets and Liabilities

Share Class

Exposure Total Exposure

Sensitivity

Analysis

(5% movement)

GBP GBP GBP GBP GBP GBP

As at 31 October 2018

BRL - - 1,277 - 1,277 64

CAD - - - 42,782,463 42,782,463 2,139,123

INR 110,296 - (114,370) - (4,074) (204)

KRW - - 5,009 - 5,009 250

USD - 4,125,221 - - 4,125,221 206,261

Total 110,296 4,125,221 (108,084) 42,782,463 46,909,896 2,345,494

Page 40: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(b) Currency risk (continued)

Westwood Strategic Global Convertibles Fund

As at 31 October 2018 there was no currency risk as all assets and liabilities were denominated in EUR. As at 31 October 2019 and 31 October 2018, had the exchange rate between GBP and the other currencies increased or decreased by 5% with all other variables held constant, the currency exposures would increase or decrease, as the case may be, by the amounts shown above in the Sensitivity Analysis column.

(c) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. Interest rate risk arises when the Company invests in interest-bearing financial instruments. The Company may be exposed to the risk that the value of such financial instruments will fluctuate because of changes in the prevailing levels of market interest rates. The interest rate risk in relation to cash holdings is not regarded as a material risk. As at 31 October 2019 and 31 October 2018, the Company was not significantly exposed to interest rate risk as the majority of the Company’s financial assets are equity shares and other instruments which neither pay interest nor have a maturity date.

The Investment Manager monitors the Company’s overall interest sensitivity on a daily basis.

(d) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in realising assets or otherwise raising funds to meet commitments associated with financial instruments. The Sub-Funds’ liquidity risk is managed on a daily basis by the Investment Manager. The Investment Manager approach to managing liquidity is for the Sub-Funds to have sufficient liquidity to meet their liabilities, including estimated redemptions of shares, as and when due, without incurring undue losses or risking damage to the Company’s reputation. The Company’s Prospectus provides for daily liquidity (i.e. subscription and redemption) and it is therefore exposed to the liquidity risk of meeting Shareholder redemptions at each redemption date.

The Company’s listed securities are considered to be readily realisable as they are generally actively traded on major stock exchanges.

All liabilities are due in less than 1 month with the exception of accounts payable and accrued expenses which have a maturity of 1 to 3 months.

As at 31 October 2019 and 31 October 2018 there were no forward positions held on Westwood Emerging Markets Fund and Westwood Emerging Markets Plus Fund.

Page 41: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(e) Credit risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company, resulting in a financial loss to the Company. It arises principally from investment in debt securities, financial derivative instruments, cash and cash equivalents and balances due from brokers. The Company will be exposed to a credit risk on parties with whom it trades and will also bear the risk of settlement default.

The Company minimises concentration of credit risk by undertaking transactions with counterparties who maintain a high standard of credit worthiness. The Company invests in financial instruments with counterparties which are rated as investment grade by well known rating agencies. Credit risk is monitored by the Investment Manager. The following is a summary of cash held with the Sub-Funds’ Depositary, RBC Investor Services Bank S.A., Dublin Branch, (the “Depositary”), as at 31 October 2019 and as at 31 October 2018 represented as a percentage of the net assets attributable to redeemable participating shareholders, for each of the following Sub-Funds:- 31 October 2019 31 October 2018

Westwood Emerging Markets Fund 1.64% 1.94% Westwood Emerging Markets Plus Fund 3.30% 4.11%

All investments are held in custody by the Depositary. Bankruptcy or insolvency of the Depositary may cause the Sub-Funds’ rights with respect to securities and cash held by the Depositary to be delayed or limited. As at 31 October 2019 the credit rating of RBC Investor Services Bank S.A. is AA- (31 October 2018: AA-), according to S&P.

The depository receipts held by the Westwood Emerging Markets Fund as at the financial year end represent 9.13% (31 October 2018: 9.19%) of the net assets attributable to redeemable

participating shareholders of the Sub-Fund. The depository receipts held by the Westwood Emerging Markets Plus Fund as at the financial

year end represent 9.71% (31 October 2018: 9.63%) of the net assets attributable to redeemable participating shareholders of the Sub-Fund. As at 31 October 2019 the Sub-Funds had assets entrusted to thirty-six different sub-custodians whose external credit ratings ranged between ‘A’ through to ‘BBB+’. At 31 October 2018 the Sub-Funds had assets entrusted to forty-seven different sub-custodians whose external credit ratings ranged between ‘A+’ through to ‘BBB’.

Concentration risk The Investment Manager addresses concentration risk by constructing portfolios that are well diversified by both geography and by sub-sector. The portfolios are managed within the UCITS limits which ensure adequate diversification.

Page 42: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(f) Fair value of financial instruments IFRS 13, Fair Value Measurement, requires a fair value hierarchy for inputs used in measuring fair value that classify investments according to how observable the inputs are. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions, made in good faith, about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorised into three levels based on the inputs as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting date; Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly; Level 3: unobservable inputs.

As at 31 October 2019 all securities held were classified as level 1. When fair values of listed securities at the reporting date are based on quoted market prices or binding dealer price quotations, without any deduction for transaction costs, the instruments are included within Level 1 of the fair value hierarchy. When the Company has assets and liabilities with offsetting market risks, it uses mid-market prices as a basis for establishing fair values for the off-setting risk positions and applies the last traded price to the net open position as appropriate.

There were no transfers between Level 1 and Level 2 during the financial year. As at 31 October 2019 and 31 October 2018 the Company did not hold any investments classified as Level 3. There were no transfers into or out of Level 3 during the financial year. All financial assets and liabilities which are not measured at fair value are classified as Level 2.

(g) Emerging market risk

Due to the developing nature of the countries in which the Sub-Funds may invest, their markets are similarly of a developing nature. Accordingly, these markets may be insufficiently

liquid and levels of volatility in price movements may be greater than those experienced in more developed economies and markets. In addition, reporting standards and market practices may not provide the same degree of information as would generally apply internationally and

therefore may increase risk. In addition, an issuer may default on payments.

Page 43: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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4. Financial risk management (continued)

(g) Emerging market risk (continued)

As the Sub-Funds may invest in markets where custodial and/or settlement systems are not fully developed, the assets of the Sub-Funds which are traded in such markets and which have

been entrusted to sub-custodians, in circumstances where the use of such sub-custodians is necessary, may be exposed to risk in circumstances whereby the Depositary will have no liability for any losses suffered.

(h) Efficient portfolio management The Company employs an investment risk management process, which enables it to accurately monitor, measure and manage the risks attached to financial derivative instruments (“FDIs”). Efficient portfolio management means investment decisions involving transactions that are entered into for one or more of the following specific aims: 1. the reduction of risk; 2. the reduction of cost; or 3. the generation of additional capital or income for the UCITS with an appropriate level of risk, taking into account the risk profile of the UCITS and the general provisions of the UCITS directives. Investment techniques and financial derivative instruments may be used for efficient portfolio management or investment purposes within the limits of the Company’s Prospectus. Direct and indirect operational costs/fees arising from efficient portfolio management techniques may be deducted from the revenue delivered to the Sub-Funds. These costs and fees will not include hidden revenue. All revenues from Efficient Portfolio Management techniques, net of direct or indirect operational costs, will be returned to the Sub-Funds, if any such techniques are used. A description of the main techniques and instruments that may be used are set out below. Forwards Forward currency contracts and currency swaps may be used to hedge exposure to the base currency in non-base currency classes namely, forward currency contracts for the day to day hedging and currency swaps to roll maturing forward currency positions. As at 31 October 2019 the Company did not hold any forwards (31 October 2018: None).

Global Exposure to Financial Derivative Instruments The Investment Manager have assessed the risk profile of the Sub-Funds on the basis of the investment policy, strategy and the use of financial derivative instruments. Based on the risk profile, the Company has determined that the method for the calculation of the global exposure to financial derivative instruments for the Sub-Funds will be the commitment approach, where the Sub-Funds hold financial derivative instruments.

Page 44: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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4. Financial risk management (continued)

(i) Custody and title risk The Depositary is under a duty to take into custody and to hold the property of each Sub-Fund

of the Company on behalf of its Shareholders. The Central Bank of Ireland requires the Depositary to legally hold separately the non-cash assets of each Sub-Fund and to maintain sufficient records to clearly identify the nature and amount of all assets that it holds, the

ownership of each asset and where the documents of title to such assets are physically located. In the event of the default or bankruptcy of the Depositary, the Sub-Funds’ may suffer delay, limitation and/or cost in recovering those assets and cash. When the Depositary employs a

sub-custodian, the Depositary retains responsibility for the assets of the Sub-Funds. However, it should be noted that not all jurisdictions have the same rules and regulations as Ireland regarding the custody of assets and the recognition of the interests of a beneficial owner such

as a sub-fund.

There is a risk that if a sub-custodian becomes bankrupt or insolvent, the Sub-Funds’ beneficial ownership of the assets and cash held by such sub-custodian may not be recognised

and consequently the creditors of the sub-custodian may seek to have recourse to the assets and cash of the Sub-Funds. In those jurisdictions where the Sub-Funds’ beneficial ownership of its assets and cash is ultimately recognised, the Sub-Funds’ may suffer delay, limitation

and/or cost in recovering those assets and cash. If the Sub-Funds invest in markets where custodial and/or settlement systems are not fully developed, such as Russia and Argentina, the assets and cash of the Sub-Funds which are traded in such markets and which have been

entrusted to sub-custodians, in circumstances where the use of such sub-custodians is necessary, may be exposed to risk in circumstances whereby the Depositary will have no liability for any losses.

5. Taxation

The Company will be regarded as resident for tax purposes in Ireland if it is centrally managed and controlled in Ireland. It is intended that the Directors of the Company will conduct the affairs of the Company in a manner that will allow for this. The Company is an investment undertaking within the meaning of section 739B TCA and therefore is not chargeable to Irish tax on its relevant income or relevant gains so long as the Company is resident for tax purposes in Ireland only. On this basis, under current Irish law and practice it should generally not be chargeable to Irish tax on its income and gains. However, Irish tax may still arise on occurrence of a “Chargeable Event” in respect of the Company. Tax arising on occurrence of a “Chargeable Event” Tax may arise for the Company on the happening of a "chargeable event" in the Company ("appropriate tax"). A chargeable event includes: 1. any payments to a Shareholder by the Company in respect of their Shares; 2. any appropriation or cancellation of Shares for the purposes of meeting the amount of

appropriate tax payable on any gain arising by virtue of a transfer of any Shares; 3. any repurchase, redemption, cancellation or transfer of Shares; and 4. any deemed disposal by a Shareholder of their Shares at the end of a "relevant period" (a

"deemed disposal").

Page 45: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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5. Taxation (continued)

A relevant period means a period of eight years beginning with the acquisition of the Shares and each subsequent period of eight years beginning immediately after the preceding relevant period.

There are also certain express exclusions from the meaning of chargeable event. A chargeable event does not include: 1. any exchange by a Shareholder, effected by way of a bargain made at arm’s length by the

Company, of the Shares in the Company for other Shares in the Company; 2. any transaction in relation to Shares which are held in a recognised clearing system as

designated by order of the Irish Revenue Commissioners; 3. certain transfers of Shares between spouses/civil partners and former spouses/civil

partners; and 4. any exchange of Shares arising on a scheme of reconstruction or amalgamation (within the

meaning of Section 739H TCA) of the Company with another investment undertaking, subject to certain conditions;

On the happening of a chargeable event the Company will deduct the appropriate tax on any payment made to the Shareholder in respect of the chargeable event. On the occurrence of a chargeable event where no payment is made, the Company may appropriate or cancel the required number of Shares to meet the tax liability. Where the chargeable event is a deemed disposal and the percentage value of Shares held by Irish Residents who are not Exempt Investors is less than 10% of the total value of the Shares in the Company (or Fund, as applicable), and the Company has made an election to report annually to the Irish Revenue Commissioners certain details for each Irish Resident Shareholder, and has advised the Shareholders concerned in writing, the Company will not be obliged to deduct appropriate tax. The Shareholder must instead pay tax on the deemed disposal on a self-assessment basis. To the extent that any tax arises on a deemed disposal, such tax will be allowed as a credit against any tax payable on a subsequent chargeable event in respect of the relevant Shares. On the eventual disposal by the Shareholder of their Shares, a refund of any unutilised credit will be payable. In the case of Shares held in a recognised clearing system, the Shareholders may have to account for the tax arising at the end of a relevant period on a self-assessment basis.

No gain will be treated as arising to the Company on the happening of a chargeable event in relation to a Shareholder who is not Irish Resident at the time of the chargeable event or in relation to an Irish Resident Shareholder which is an Exempt Investor provided in each case that the requisite tax declaration in the form prescribed by the Irish Revenue Commissioners for the purposes of Section 739D TCA, where applicable, (the "Declaration") has been provided to the Company by the Shareholder.

Capital gains tax

Income and capital gains in respect of assets of the Company situated in countries other than Ireland may be subject to taxes including withholding taxes imposed by such countries. The Company may not be able to benefit from a reduction in the rate of withholding tax by virtue of the double taxation treaties in operation between Ireland and other countries. The Company may not therefore be able to reclaim withholding tax suffered by it in particular countries. If this position changes in the future and the application of a lower rate results in a repayment to the Company, the Net Asset Value of the Company or a Fund will not be restated and the benefit will be allocated to the then-existing Shareholders rateably at the time of repayment.

Page 46: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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5. Taxation (continued)

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: - temporary differences on the initial recognition of assets or liabilities in a transaction that

is not a business combination and that affects neither accounting nor taxable profit or loss;

- temporary differences related to investments in subsidiaries, associates and joint arrangements to the extend that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

- taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences and are evaluated based on the business plans of individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are represented at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the

Group has not rebutted this presumption.

Deferred tax assets and liabilities are offset only if certain criteria are met.

6. Cash and cash equivalents

During the financial year all cash was held with RBC Investor Services Bank S.A., Dublin Branch (31 October 2018: RBC Investor Services Bank S.A., Dublin Branch).

Page 47: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

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7. Fees

Fees charged by the Investment Manager, the Administrator, Registrar and the Depositary are charged to each Sub-Fund in accordance with the fees set out in the Prospectus.

Fee Cap The Directors have imposed a voluntary cap (the “Cap”) on the fees and expenses payable in respect of each Class of Shares in Westwood Emerging Markets Fund and Westwood

Emerging Markets Plus Fund to ensure that the Total Expense Ratio (“TER”) is maintained at a competitive level. The cap for Westwood Emerging Markets Fund became effective on 16 July 2019. To the extent that the Investment Manager, Administrator, Registrar, Depositary

and other fees and expenses exceed the capped TER percentage per annum of the NAV, the excess is borne directly by the Investment Manager. Where the Cap is not exceeded the fees and expenses will be paid out of the assets of the Sub-Fund. For details of the capped TER

percentage please refer to the table below.

Sub-Fund Share class

Cap Rate

Annual percentage

Westwood Emerging Markets Fund I 1.05% K 0.95% X 0.15%

Westwood Emerging Markets Plus Fund I 1.05% X 0.15%

The Cap for each Class will be reviewed on an annual basis by the Board. Any increase or removal of the Cap shall be notified to Shareholders of that Class in advance.

Westwood Emerging Markets Fund The cap was reached during the year on Class X (Great Britain Pounds Accumulation Non-Hedged Shares), Class I (Canadian Dollars Accumulation Non-Hedged Shares), Class K (European Euro Accumulation Non-Hedged Shares) and Class I (US Dollars Accumulation Non-Hedged Shares). The amount reimbursed by the Investment Manager included in the Statement of Comprehensive Income is GBP 76,666 (31 October 2018: GBP Nil) and the amount payable by the Investment Manager at 31 October 2019 was GBP 76,666 (31 October 2018: GBP Nil). Westwood Emerging Markets Plus Fund

The cap was reached during the year on Class X (Canadian Dollars Accumulation Non-Hedged Shares). The amount reimbursed by the Investment Manager included in the Statement of Comprehensive Income is GBP 112,766 (31 October 2018: GBP 129,871) and the amount payable by the Investment Manager at 31 October 2019 was GBP 58,424 (31 October 2018: GBP 24,243).

Investment management fees

The Investment Manager will be entitled to receive investment management fees in respect of Class I Shares and Class K Shares of the Sub-Funds payable out of the assets of the Sub-

Funds (“Investment Management Fees”) accruing daily and payable monthly in arrears at the below rates of the daily Net Asset Value, excluding the accrual of investment management fees, of the Sub-Funds. The Investment Manager fees detailed in this paragraph are applied in

addition to the Cap.

Page 48: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

47

7. Fees (continued)

Investment management fees (continued)

Sub-Fund Share class

Investment

management fee rate

Annual percentage Westwood Emerging Markets Fund I 0.90% K 0.80%

Westwood Emerging Markets Plus Fund I 0.90%

Investment management fees in respect of Class X Shares of the Sub-Funds are payable pursuant to an agreement between a Shareholder of such Class and the Investment Manager

and are not payable from the Net Asset Value of the Sub-Funds.

The Investment Manager is also entitled to reimbursement of all reasonable out-of-pocket expenses incurred for the benefit of the Company including expenses incurred by them in the performance of their duties.

Investment management fees for the financial year amounted to GBP 317,342 (31 October 2018: GBP 718,167). Investment management fees outstanding as at 31 October 2019 were

GBP 23,273 (31 October 2018: GBP 55,129).

Administration fees

The Administrator, in relation to the provision of its services shall be entitled to a fee payable out of the assets of each Sub-Fund accruing daily and payable monthly in arrears at the end of each calendar month at the following rates:

a) Fund Accounting fee – 0.009% per Sub-Fund per annum which is based on two Share Classes per Sub-Fund with additional Share Classes incurring a fee of $390 each. This is subject to a minimum annual fee for each Sub-Fund of $38,610. b) Transfer Agent fee – $5,000 per annum and $2,500 per share class per annum subject to a minimum monthly fee of $2,000. Account maintenance and servicing fees will be charged at normal commercial rates.

c) The Administrator shall also be entitled to reimbursement of all reasonable out-of-pocket expenses incurred for the benefit of the Sub-Funds out of the assets of the Sub-Funds in respect of which such charges and expenses were incurred.

d) The Administrator is entitled to receive a fee up to $5,720 for the preparation of financial statements.

Administration Fees for the financial year amounted to GBP 103,211 (31 October 2018: GBP 149,066). Administration Fees outstanding as at 31 October 2019 were GBP 14,629 (31 October 2018: GBP 14,051).

Depositary fees

The Depositary is entitled to transaction fees and safekeeping fees based on the Net Asset Value of the Company’s assets that vary, from 0.005% to 1.08%, depending on the country in which the security is traded and held, subject to a minimum annual fee, exclusive of transaction charges and out-of-pocket expenses, of $35,000 per annum in total. The Sub-Funds shall also bear the cost of all sub-custodian charges and transaction charges incurred by the Depositary, or any sub-custodian, which shall not exceed normal commercial rates.

The Depositary shall also be entitled to reimbursement of properly vouched out of pocket expenses incurred by the Depositary, or any sub-custodian, for the benefit of the Sub-Funds out of the assets of the Sub-Funds in respect of which such charges and expenses were incurred. Depositary Fees will be accrued daily and paid monthly in arrears.

Page 49: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

48

7. Fees (continued)

Depositary fees (continued)

Depositary Fees for the financial year amounted to GBP 150,180 (31 October 2018: GBP 208,779). Depositary Fees outstanding as at 31 October 2019 were GBP 12,781 (31 October 2018: GBP 17,171).

Depositary oversight fees

The Depositary shall be entitled to a fee payable out of the assets of each Sub-Fund accruing daily and payable monthly in arrears at the end of each calendar month at an annual rate of up to 0.018% for a Net Asset Value per Sub-Fund below $500,000,000 and up to 0.013% for a Net Asset Value per Sub-Fund in excess of $500,000,000. The charges are subject to a minimum annual fee for each Sub-Fund, exclusive of out-of-pocket expenses, of $11,200. The Depositary shall also be entitled to a fee payable by each Fund of $3,500 per annum.

Depositary Oversight Fees for the financial year amounted to GBP 54,825 (31 October 2018: GBP 75,476). Depositary Oversight Fees outstanding as at 31 October 2019 were GBP 8,622 (31 October 2018: GBP 9,884).

Directors’ fees and expenses

The Directors will be entitled to remuneration which will be accrued at the Valuation Point for each Dealing Day of each Sub-Fund and paid quarterly for their services as Directors provided however that the aggregate emoluments of such Directors fees in respect of any twelve month Accounting Year shall not exceed €90,000 plus any VAT or such other amount as the Directors may determine from time to time and notify to Shareholders in advance. The Directors will be entitled to be reimbursed for their reasonable out of pocket expenses (including travelling expenses) incurred in discharging their duties as Directors. In the case of the Company, all Directors who are full time employees of any company of the Westwood Holdings Group, Inc group of companies have elected to waive their entitlement to receive such remuneration.

Directors’ fees for the financial year amounted to GBP 26,947 (31 October 2018: GBP 35,766). Directors’ expenses for the financial year amounted to GBP Nil (31 October 2018: GBP 4,440). Directors’ fees and expenses outstanding as at 31 October 2019 were GBP 7,823 (31 October 2018: GBP 21,978).

Auditor’s remuneration

The below table discloses audit remuneration fees for the financial year.

31 October 31 October 2019 2018 GBP GBP - Audit 26,245 40,744 - Other assurance services - - - Tax advisory services UK reporting - 2,522 VAT services 8,179 10,099 - Other non-audit expenses - -

34,424 53,365

Page 50: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

49

8. Share capital and redeemable participating shares

The minimum authorised share capital of the Company is €2 represented by two Subscriber Shares of no par value and the maximum authorised share capital of the Company is 500,000,000,002 Shares of no par value initially designated as unclassified Shares. The Directors are empowered to issue up to 500,000,000,002 Shares of no par value designated as Shares of any Class on such terms as they think fit. The Company complies with the minimum capital requirements by ensuring that Frank Connolly, as a Designated Person, monitors ongoing minimum capital compliance. The issued capital of the Company is €2 represented by 2 Subscriber Shares of no par value issued for €1 each. The Subscriber Shares entitle the holders to attend and vote at general meetings of the Company but do not entitle the holders to participate in the profits or assets of the Company except for a return of capital on a winding-up. The Shares entitle the holders to attend and vote at general meetings of the Company and to participate in the profits and assets of the Company. There are no pre-emption rights attached to the Shares.

Under the Articles, the Directors have power to issue Shares in a Sub-Fund. Each Sub-Fund may have one or more Classes. Different Classes may be issued from time to time with the prior notification to and clearance in advance by the Central Bank. Each Class represents interests in a Sub-Fund. Prior to the issue of any Shares, the Company will designate the Sub-Fund in relation to which such Shares will be issued. Each Share will represent a beneficial interest in respect of the Sub-Fund in which it is issued. A separate Portfolio with separate records and accounts will be maintained in respect of each Sub-Fund. Separate Portfolios will not be maintained in respect of different Classes. Class I, Class K and Class X Shares in the Sub-Funds may be offered. Share Class I and Class

X Shares may be denominated in US Dollars, Great Britain Pounds, Canadian Dollars or European Euro. Share Class K Shares may be denominated in European Euro.

Sub-Fund Share class Currency

Westwood Emerging Markets Fund I GBP, CAD, USD, EUR X GBP, CAD, USD, EUR K EUR

Westwood Emerging Markets Plus Fund I GBP, CAD, USD, EUR X GBP, CAD, USD, EUR

Page 51: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

50

8. Share capital and redeemable participating shares (continued)

The Company may, at its discretion, declare dividends from the income of the Westwood

Emerging Markets Fund and Westwood Emerging Markets Plus Fund on the Class I Shares and Class X Shares annually and/or at such other periodic intervals as shall be determined by the Company, and notified to Shareholders. The dividend distributions shall be in the form of

cash issued to the relevant investors. Dividends will not normally be declared and paid on Accumulation Shares.

In respect of Accumulating Shares (of whatever Class) of the Company as may be in issue from time to time, income and capital gains allocated thereto is re-invested in the relevant Class and reflected in its Net Asset Value per Share.

Class I Shares and Class X Shares may be listed on the Global Exchange Market. Class K Shares will not be listed on the Global Exchange Market. The dates of share classes listed on the Global Exchange Market are as follows:

Sub-Fund Class Currency Income/

Accumulation

Hedged/ Non-

Hedged

Share Classes listed

on GEM/date

Westwood Emerging Markets Fund

X Great Britain Pounds

Accumulation Non-Hedged 1 August 2013

I Canadian Dollars

Accumulation Non-Hedged 3 March 2014

I US Dollars Accumulation Non-Hedged 28 May 2015

Westwood Emerging Markets Plus Fund X Canadian

Dollars Accumulation Non-Hedged 28 May 2015

Class X Shares may only be issued to investors who have in place an agreement with the Investment Manager in relation to the collection of an investment management fee or similar fee arrangement, which is not payable from the Net Asset Value of the Sub-Funds. No Subscription Fee shall be levied in respect of subscription for Class I Shares and Class X Shares. The Directors may in their sole discretion make an adjustment to the subscription and/or redemption price of Shares to reflect the fact that the actual cost of purchasing or selling assets may vary due to duties and charges being applied and spreads between the buying and selling price of assets which would otherwise have an adverse effect on the value of the Sub-Fund, known as "dilution". To mitigate the effects of dilution, the Directors may, at their discretion (at all times acting reasonably and in accordance with their fiduciary duties to the Sub-Fund), make a dilution adjustment of up to 3% to the subscription and / or redemption price of Shares on any Dealing Day where there have been net subscriptions / redemptions by adding / deducting therefrom such a figure as the Directors reasonably consider represents the dealing costs, duties, charges and spreads so as to preserve the value of the underlying assets of the Sub-Fund ("ADL Fee"). Such ADL Fee will be paid into the assets of the Sub-Fund. Levies of GBP 151,760 (31 October 2018: GBP 555,000) were charged during the financial year.

Page 52: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

51

8. Share capital and redeemable participating shares (continued)

Westwood Emerging Markets Fund

Class X (Great Britain

Pounds Accumulation Non-

Hedged Shares)

Class I (Canadian

Dollars Accumulation

Non-Hedged Shares)

Class K (European Euro

Accumulation Non-

Hedged Shares)

Class I (US Dollars

Accumulation Non-

Hedged Shares)

Redeemable Participating

Shares

31 October

2019

31 October

2018

31 October

2019

31 October

2018

31 October

2019

31 October

2018

31 October

2019

31 October

2018 Shares in issue as at the start of the financial year 118,927 212,601 30,076 30,076 53,293 54,700 3,453 4,632 Shares issued during the financial year 3,543 36,267 - - 1,870 29,083 - - Shares redeemed during the financial year (2,110) (129,941) - - (54,238) (30,490) - (1,179) Shares in issue as at the financial year end 120,360 118,927 30,076 30,076 925 53,293 3,453 3,453

GBP GBP GBP GBP GBP GBP GBP GBP Proceeds from redeemable participating shares issued 4,680,000 49,363,000 - - 2,212,940 36,967,665 - - Payment for redeemable participating shares redeemed (3,000,000) (176,485,863) - - (64,233,821) (38,804,056) - (930,884)

Page 53: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

52

8. Share capital and redeemable participating shares (continued)

Westwood Emerging Markets Plus Fund

Class X (Canadian Dollars

Accumulation Non-

Hedged Shares)

Redeemable Participating

Shares

31 October

2019

31 October

2018 Shares in issue as at the start of the financial year 68,033 65,641 Shares issued during the financial year 3,604 9,494 Shares redeemed during the financial year (11,162) (7,102) Shares in issue as at the financial year end 60,475 68,033 GBP GBP Proceeds from redeemable participating shares issued 2,459,330 6,370,108 Payment for redeemable participating shares redeemed (7,858,294) (4,937,733)

Page 54: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

53

8. Share capital and redeemable participating shares (continued)

Westwood Strategic Global Convertibles Fund*

Class F (European

Euro Accumulation

Hedged Shares)

Class I (European Euro

Accumulation Non-

Hedged Shares)

Class F (Great Britain

Pounds Hedged

Shares)

Class F (US Dollars

Accumulation Non-

Hedged Shares)

Class F (US Dollars

Accumulation Hedged

Shares)

Redeemable Participating

Shares

31 October

2019

31 October

2018

31 October

2019

31 October

2018

31 October

2019

31 October

2018

31 October

2019

31 October

2018

31 October

2019

31 October

2018 Shares in issue as at the start of the financial year - 1,429 - 374 - 11,474 - - - 8,509 Shares issued during the financial year - - - - - 2,371 - - - - Shares redeemed during the financial year - (793) - (374) - (1,003) - - - (1,665) Transfer out - (636) - - - (12,842) - - - (6,844) Shares in issue as at the financial year end - - - - - - - - - - EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR Proceeds from redeemable participating shares issued - - - - - 2,762,030 - - - - Payment for redeemable participating shares redeemed - (807,768) - - - (1,173,857) - - - (1,559,710)

Transfer out - (653,893) - - - (14,932,371) - - - (6,504,034)

*Ceased trading on 6 September 2018.

Page 55: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the financial statements)

54

8. Share capital and redeemable participating shares (continued)

Westwood Strategic Global Convertibles Fund*

Class I European Euro

Accumulation Hedged

Shares

Class I USD

Accumulation

Hedged Shares

Class I USD

Accumulation

Hedged Shares**

Redeemable Participating Shares

31 October

2019

31 October

2018

31 October

2019

31 October

2018 Shares in issue as at the start of the financial year - 875 - - Shares issued during the financial year - - - 118 Shares redeemed during the financial year - - - (118) Transfer out - (875) - -

Shares in issue as at the financial year end - - - - EUR EUR EUR EUR Proceeds from redeemable participating shares issued - - - 94,193 Payment for redeemable participating shares redeemed - (461,447) - (102,446) Transfer out - (884,113) - -

*Ceased trading on 6 September 2018. **Launched on 9 January 2018.

Page 56: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the condensed financial statements)

55

9. Statement of net assets for financial year

Westwood Emerging Markets Fund

31 October 31 October 31 October

2019 2018 2017

Net Assets GBP 202,771,680 GBP 233,422,744 GBP 387,058,735

Net Asset Value per Unit for Class X (Great Britain Pounds Accumulation Non-Hedged Shares) GBP 1,427.60 GBP 1,228.74 GBP 1,352.35

Net Asset Value per Unit for Class I (Canadian Dollars Accumulation Non-Hedged Shares) CAD 1,515.34 CAD 1,297.76 CAD 1,468.49

Net Asset Value per Unit for Class K (European Euro Accumulation Non-Hedged Shares) EUR 1,544.88 EUR 1,301.81 EUR 1,457.88

Net Asset Value per Unit for Class I (US Dollars Accumulation Non-Hedged Shares) USD 1,123.35 USD 962.35 USD 1,111.15

Westwood Emerging Markets Plus Fund

31 October 31 October 31 October

2019 2018 2017

Net Assets GBP 43,243,955 GBP 42,782,463 GBP 44,017,404

Net Asset Value per Unit for Class X (Canadian Dollars Accumulation Non-Hedged Shares) CAD 1,219.66 CAD 1,057.71 CAD 1,149.21

Page 57: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the condensed financial statements)

56

9. Statement of net assets for financial year (continued)

Westwood Strategic Global Convertibles Fund*

31 October 31 October 31 October

2019 2018 2017

Net Assets - - EUR 23,963,887

Net Asset Value per Unit for Class F (European Euro Accumulation Hedged Shares) - - EUR 1,015.73

Net Asset Value per Unit for Class I (European Euro Accumulation Non-Hedged Shares) - - EUR 1,178.13

Net Asset Value per Unit for Class F (Great Britain Pounds Hedged Shares) - - GBP 1,025.74

Net Asset Value per Unit for Class F (US Dollars Accumulation Hedged Shares) - - USD 1,065.56

Net Asset Value per Unit for Class I (European Euro Accumulation Hedged Shares) - - EUR 999.07

*Ceased trading on 6 September 2018.

10. Related party transactions Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions, or if the party is a member of the key management personnel of the entity or its parent. As at 31 October 2019 and 31 October 2018, the Investment Manager was deemed to be a related party of the Company.

The listing of the members of the Board of Directors is shown on page 2. Two of the Directors, Brian O. Casey and William R. Hardcastle, Jr. are employees of an affiliate of the Investment Manager. Bronwyn Wright and Adrian Waters are independent Directors. Adrian Waters resigned as a Director of the Company on 13 November 2019. Frank Connolly was appointed as a Director of the Company on 13 November 2019. The total Directors’ fees and expenses paid during the financial year are disclosed in Note 6. Frank Connolly, a Director of the Company, is also a Director of KB Associates (“KBA”). KBA provide the services of Frank Connolly and a colleague as the Designated Persons and the Fund’s Money Laundering Reporting Officer. By virtue of his role, KBA is considered a related party. Fees paid to KBA during the year are €52,069 with €Nil payable as at 31 October 2019.

Page 58: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc Notes (continued) (forming part of the condensed financial statements)

57

10. Related party transactions (continued)

The Directors did not hold any shares in the Sub-Funds as at the end of the financial year. Equinti Davies Venus Ltd held 70% (31 October 2018: 53%) of Westwood Emerging Markets Fund shares as at the end of financial year and is considered to be a related party due to its percentage shareholding. The Commission de la Construction du Quebec held 100% (31 October 2018: 100%) of Westwood Emerging Markets Plus Fund shares as at the end of financial year and is considered to be a related party due to its percentage shareholding.

To ensure that the Total Expense Ratio (“TER”) for each Sub-Fund is maintained at a competitive level, the Investment Manager proposed a voluntary TER cap and the Directors have approved the cap on the TER for the Westwood Emerging Markets Plus Fund and for the Westwood Emerging Markets Fund. To the extent that the fees and expenses payable out of this Sub-Fund exceed the TER cap, such excess fees and expenses are borne directly by the Investment Manager by reimbursing the Sub-Fund.

11. Significant events that occurred during the financial year

On 16 July 2019 the Central Bank of Ireland noted a revised Prospectus of the Company, dated 16 July 2019. The Directors have imposed a voluntary cap in respect of Westwood Emerging Markets Fund and updated the existing fee cap for Westwood Emerging Markets Plus Fund to ensure that the Total Expense Ratio is maintained at a competitive level. This became effective on 16 July 2019. Please refer to note 7 for further details.

12. Subsequent events after the financial year end

Adrian Waters resigned as a Director of the Company on 13 November 2019. Frank Connolly was appointed as a Director of the Company on 13 November 2019.

13. Securities lending There was no securities lending during the financial year (31 October 2018: None).

14. Approval of financial statements

The financial statements were approved by the Board on 12 February 2020.

Page 59: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

58

Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

A) TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN

OFFICIAL STOCK EXCHANGE LISTING

1) EQUITIES

BERMUDA ISLANDS (2018: 3.02%)

China Resources Gas Group Ltd 752,678 HKD 3,506,828 1.73

Credicorp Ltd 17,567 USD 2,902,385 1.43

6,409,213 3.16

BRAZIL (2018: 6.55%)

Banco Bradesco SA 446,460 BRL 3,022,395 1.49

BB Seguridade Participacoes SA 519,127 BRL 3,394,419 1.67

Petroleo Brasileiro SA 566,978 BRL 3,316,602 1.64

Porto Seguro SA 280,433 BRL 3,098,399 1.53

Raia Drogasil SA 157,186 BRL 3,328,149 1.64

Vale SA - Preferential share 342,267 BRL 3,109,593 1.53

19,269,557 9.50

CANADA (2018: NIL)

Barrick Gold Corp 224,310 CAD 3,008,937 1.48

3,008,937 1.48

CAYMAN ISLANDS (2018: 4.60%)

3SBio Inc 2,255,214 HKD 3,256,608 1.61

ASM Pacific Technology Ltd 260,431 HKD 2,814,125 1.39

China Resources Land Ltd 1,022,530 HKD 3,369,116 1.66

Tencent Holdings Ltd 95,097 HKD 3,005,004 1.48

12,444,853 6.14

CHILE (2018: 0.52%)

Cia Cervecerias Unidas SA 315,035 CLP 2,425,701 1.20

2,425,701 1.20

Page 60: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

59

Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

CHINA (2018: 4.52%)

Anhui Conch Cement Co Ltd 431,171 HKD 1,994,017 0.98

China Construction Bank Corp 4,164,952 HKD 2,588,709 1.28

China Merchants Bank Co Ltd 767,000 HKD 2,833,156 1.40

Kweichow Moutai Co Ltd 32,373 CNY 4,189,047 2.07

Ping An Insurance Group Co of China Ltd 379,878 HKD 3,395,743 1.67

15,000,672 7.40

EGYPT (2018: 2.01%)

Commercial International Bank Egypt SAE 1,040,410 EGP 4,027,551 1.99

4,027,551 1.99

HONG KONG (2018: 7.19%)

AIA Group Ltd 484,593 HKD 3,744,674 1.85

BOC Hong Kong Holdings Ltd 1,010,337 HKD 2,687,039 1.33

China Overseas Land & Investment Ltd 1,215,604 HKD 2,969,530 1.46

CNOOC Ltd 2,841,247 HKD 3,291,245 1.62

Galaxy Entertainment Group Ltd 617,487 HKD 3,293,595 1.62

15,986,083 7.88

INDIA (2018: 12.75%)

Adani Ports & Special Economic Zone Ltd 622,256 INR 2,678,474 1.32

Bharat Electronics Ltd 2,318,725 INR 2,979,379 1.47

Bharat Forge Ltd 515,187 INR 2,542,845 1.26

HCL Technologies Ltd 219,420 INR 2,774,632 1.37

HDFC Bank Ltd 196,062 INR 2,623,402 1.29

Indraprastha Gas Ltd 622,622 INR 2,650,595 1.31

Reliance Industries Ltd 26,044 INR 414,759 0.20

Tata Consultancy Services Ltd 96,409 INR 2,379,683 1.17

Titan Co Ltd 184,184 INR 2,668,781 1.32

Torrent Pharmaceuticals Ltd 134,782 INR 2,603,700 1.28

UPL Ltd 315,504 INR 2,046,547 1.01

26,362,797 13.00

INDONESIA (2018: 5.19%)

Bank Central Asia Tbk PT 1,516,397 IDR 2,621,423 1.29

Bank Mandiri Persero Tbk PT 5,035,176 IDR 1,944,306 0.96

Perusahaan Gas Negara Tbk PT 26,778,068 IDR 3,105,742 1.53

Telekomunikasi Indonesia Persero Tbk PT 15,018,379 IDR 3,392,880 1.67

11,064,351 5.45

Page 61: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

Westwood Investment Funds Plc

60

Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

MEXICO (2018: 6.90%)

Alsea SAB de CV 1,931,082 MXN 3,967,297 1.97

Arca Continental SAB de CV 665,352 MXN 2,870,548 1.42

Genomma Lab Internacional SAB de CV 2,619,751 MXN 2,139,184 1.05

Promotora y Operadora de Infraestructura SAB

de CV 370,453 MXN 2,643,397 1.30

Wal-Mart de Mexico SAB de CV 979,753 MXN 2,266,417 1.12

13,886,843 6.86

PHILIPPINES (2018: 1.63%)

Ayala Land Inc 2,705,720 PHP 1,996,855 0.98

1,996,855 0.98

SINGAPORE (2018: NIL%)

DBS Group Holdings Ltd 200,621 SGD 2,959,796 1.46

2,959,796 1.46

SOUTH AFRICA (2018: 7.19%)

AVI Ltd 550,562 ZAR 2,436,756 1.20

Bidvest Group Ltd 296,708 ZAR 3,123,998 1.54

Clicks Group Ltd 199,983 ZAR 2,511,465 1.24

Mr Price Group Ltd 86,991 ZAR 710,295 0.35

Sanlam Ltd 696,582 ZAR 2,832,105 1.41

11,614,619 5.74

SOUTH KOREA (2018: 6.99%)

Hanon Systems 414,696 KRW 3,174,801 1.57

Samsung Electronics Co Ltd 103,933 KRW 3,457,106 1.70

6,631,907 3.27

TAIWAN (2018: 7.08%)

Advantech Co Ltd 337,879 TWD 2,578,336 1.27

Catcher Technology Co Ltd 498,788 TWD 3,257,065 1.61

Sinbon Electronics Co Ltd 444,951 TWD 1,385,186 0.68

Taiwan Semiconductor Manufacturing Co Ltd 581,454 TWD 4,392,891 2.17

Tripod Technology Corp 1,360,485 TWD 4,063,184 2.00

15,676,662 7.73

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Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

THAILAND (2018: 5.21%)

Siam Cement PCL 65,302 THB 612,771 0.30

Siam Cement PCL 136,130 THB 1,277,396 0.63

Tisco Financial Group PCL 941,007 THB 2,345,863 1.16

4,236,030 2.09

TURKEY (2018: 2.99%)

TAV Havalimanlari Holding AS 979,296 TRY 3,448,269 1.70

3,448,269 1.70

UNITED STATES (U.S.A.) (2018: NIL)

Southern Copper Corp 118,457 USD 3,253,339 1.60

Yum China Holdings Inc 80,701 USD 2,647,466 1.31

5,900,805 2.91

TOTAL EQUITIES (2018 : 89.56% )

182,351,501 89.94

2) DEPOSITORY RECEIPTS

CAYMAN ISLANDS (2018: 1.62%)

NetEase Inc 18,827 USD 4,154,293 2.05

4,154,293 2.05

CHILE (2018: 2.72%)

Banco de Chile 120,063 USD 2,379,944 1.17

Enel Americas SA 566,814 USD 4,182,740 2.06

6,562,684 3.23

INDIA (2018: 1.66%)

Reliance Industries Ltd 89,130 USD 2,824,228 1.39

2,824,228 1.39

LUXEMBOURG (2018: 1.62%)

Tenaris SA 164,956 USD 2,584,800 1.27

2,584,800 1.27

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Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

MEXICO (2018: 1.57%)

Fomento Economico Mexicano SAB de CV 35,167 USD 2,416,491 1.19

2,416,491 1.19

TOTAL DEPOSITORY RECEIPTS (2018 : 9.19% )

18,542,496 9.13

TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET

INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING 200,893,997 99.07

TOTAL FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 200,893,997 99.07

CASH AND CASH EQUIVALENTS

3,324,630 1.64

OTHER NET LIABILITIES

(1,446,947) (0.71)

TOTAL NET ASSETS ATTRIBUTABLE TO HOLDERS OF

REDEEMABLE PARTICIPATING SHARES

202,771,680 100.00

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Westwood Emerging Markets Fund

Schedule of Investments as at 31 October 2019 (continued)

% net

total

Description assets

TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO

AN OFFICIAL STOCK EXCHANGE LISTING

98.28

CASH AND CASH EQUIVALENTS

1.63

OTHER ASSETS

0.09

TOTAL

100.00

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Westwood Emerging Markets Plus Fund

Schedule of Investments as at 31 October 2019

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

A) TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO AN

OFFICIAL STOCK EXCHANGE LISTING

1) EQUITIES

BERMUDA ISLANDS (2018: 3.15%)

China Resources Gas Group Ltd 170,586 HKD 794,781 1.84

Credicorp Ltd 3,970 USD 655,915 1.52

1,450,696 3.36

BRAZIL (2018: 6.81%)

Banco Bradesco SA 100,879 BRL 682,920 1.58

BB Seguridade Participacoes SA 115,102 BRL 752,620 1.74

Petroleo Brasileiro SA 128,474 BRL 751,521 1.74

Porto Seguro SA 62,224 BRL 687,491 1.59

Raia Drogasil SA 34,698 BRL 734,672 1.70

Vale SA - Preferential share 75,276 BRL 683,905 1.58

4,293,129 9.93

CANADA (2018: NIL)

Barrick Gold Corp 49,343 CAD 661,897 1.53

661,897 1.53

CAYMAN ISLANDS (2018: 4.69%)

3SBio Inc 511,720 HKD 738,943 1.71

ASM Pacific Technology Ltd 57,636 HKD 622,793 1.44

China Resources Land Ltd 231,045 HKD 761,265 1.76

Tencent Holdings Ltd 21,488 HKD 679,008 1.57

2,802,009 6.48

CHINA (2018: 4.73%)

Anhui Conch Cement Co Ltd 95,433 HKD 441,345 1.02

China Construction Bank Corp 881,981 HKD 548,192 1.27

China Merchants Bank Co Ltd 170,170 HKD 628,577 1.45

Kweichow Moutai Co Ltd 7,340 CNY 949,791 2.20

Ping An Insurance Group Co of China Ltd 84,775 HKD 757,806 1.75

3,325,711 7.69

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Westwood Emerging Markets Plus Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

EGYPT (2018: 2.09%)

Commercial International Bank Egypt SAE 228,742 EGP 885,488 2.05

885,488 2.05

HONG KONG (2018: 7.48%)

AIA Group Ltd 107,382 HKD 829,791 1.92

BOC Hong Kong Holdings Ltd 219,783 HKD 584,523 1.35

China Overseas Land & Investment Ltd 274,670 HKD 670,975 1.55

CNOOC Ltd 641,991 HKD 743,670 1.72

Galaxy Entertainment Group Ltd 137,202 HKD 731,817 1.69

3,560,776 8.23

INDIA (2018: 13.37%)

Adani Ports & Special Economic Zone Ltd 141,062 INR 607,194 1.40

Bharat Electronics Ltd 528,258 INR 678,769 1.57

Bharat Forge Ltd 116,408 INR 574,563 1.33

HCL Technologies Ltd 49,811 INR 629,876 1.46

HDFC Bank Ltd 44,380 INR 593,825 1.37

Indraprastha Gas Ltd 140,365 INR 597,555 1.38

Reliance Industries Ltd 2,239 INR 35,657 0.08

Tata Consultancy Services Ltd 21,796 INR 537,995 1.24

Titan Co Ltd 41,966 INR 608,077 1.41

Torrent Pharmaceuticals Ltd 30,664 INR 592,363 1.37

UPL Ltd 70,918 INR 460,016 1.06

5,915,890 13.67

INDONESIA (2018: 5.37%)

Bank Central Asia Tbk PT 336,663 IDR 581,995 1.35

Bank Mandiri Persero Tbk PT 1,117,884 IDR 431,665 1.00

Perusahaan Gas Negara Tbk PT 5,908,026 IDR 685,218 1.58

Telekomunikasi Indonesia Persero Tbk PT 3,393,466 IDR 766,634 1.77

2,465,512 5.70

MEXICO (2018: 6.52%)

Alsea SAB de CV 428,861 MXN 881,069 2.04

Arca Continental SAB de CV 147,198 MXN 635,061 1.47

Promotora y Operadora de Infraestructura

SAB de CV 81,339 MXN 580,402 1.34

Wal-Mart de Mexico SAB de CV 221,379 MXN 512,106 1.18

2,608,638 6.03

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Westwood Emerging Markets Plus Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

PHILIPPINES (2018: 1.69%)

Ayala Land Inc 596,711 PHP 440,380 1.02

440,380 1.02

SINGAPORE (2018: NIL)

DBS Group Holdings Ltd 44,452 SGD 655,808 1.52

655,808 1.52

SOUTH AFRICA (2018: 7.48%)

AVI Ltd 124,401 ZAR 550,594 1.27

Bidvest Group Ltd 64,442 ZAR 678,500 1.57

Clicks Group Ltd 45,187 ZAR 567,475 1.31

Mr Price Group Ltd 19,112 ZAR 156,052 0.36

Sanlam Ltd 157,395 ZAR 639,925 1.48

2,592,546 5.99

SOUTH KOREA (2018: 7.27%)

Hanon Systems 93,702 KRW 717,358 1.66

Samsung Electronics Co Ltd 23,107 KRW 768,604 1.78

1,485,962 3.44

TAIWAN (2018: 3.94%)

Catcher Technology Co Ltd 110,671 TWD 722,678 1.67

Taiwan Semiconductor Manufacturing Co Ltd 135,254 TWD 1,021,846 2.36

1,744,524 4.03

THAILAND (2018: 4.02%)

Siam Cement PCL 45,635 THB 428,221 0.99

Tisco Financial Group PCL 212,624 THB 530,057 1.23

958,278 2.22

TURKEY (2018: 3.10%)

TAV Havalimanlari Holding AS 217,199 TRY 764,796 1.77

764,796 1.77

Page 68: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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Westwood Emerging Markets Plus Fund

Schedule of Investments as at 31 October 2019 (continued)

(expressed in GBP) Quantity/ Valuation % net

Description Face value Currency in GBP assets

UNITED STATES (U.S.A.) (2018: NIL)

Southern Copper Corp 26,026 USD 714,785 1.65

Yum China Holdings Inc 17,534 USD 575,217 1.33

1,290,002 2.98

TOTAL EQUITIES (2018 : 87.16% )

37,902,042 87.64

2) DEPOSITORY RECEIPTS

CAYMAN ISLANDS (2018: 1.69%)

NetEase Inc 4,255 USD 938,892 2.17

938,892 2.17

CHILE (2018: 2.86%)

Banco de Chile 27,295 USD 541,053 1.25

Enel Americas SA 121,639 USD 897,623 2.08

1,438,676 3.33

INDIA (2018: 1.76%)

Reliance Industries Ltd 22,101 USD 700,307 1.62

700,307 1.62

LUXEMBOURG (2018: 1.69%)

Tenaris SA 37,272 USD 584,039 1.35

584,039 1.35

MEXICO (2018: 1.63%)

Fomento Economico Mexicano SAB de CV 7,779 USD 534,531 1.24

534,531 1.24

TOTAL DEPOSITORY RECEIPTS (2018 : 9.63% )

4,196,445 9.71

TOTAL TRANSFERABLE SECURITIES AND MONEY MARKET

INSTRUMENTS ADMITTED TO AN OFFICIAL STOCK EXCHANGE LISTING 42,098,487 97.35

TOTAL FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 42,098,487 97.35

CASH AND CASH EQUIVALENTS

1,425,384 3.30

OTHER NET LIABILITIES

(279,916) (0.65)

TOTAL NET ASSETS ATTRIBUTABLE TO HOLDERS OF

REDEEMABLE PARTICIPATING SHARES

43,243,955 100.00

Page 69: Westwood Investment Funds Plc · Westwood Investment Funds Plc 2 Directors and other information Directors Legal Advisers Bronwyn Wright (Irish)*1 (as to matters of Irish law) Adrian

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Westwood Emerging Markets Plus Fund

Schedule of Investments as at 31 October 2019 (continued)

% net

total

Description assets

TRANSFERABLE SECURITIES AND MONEY MARKET INSTRUMENTS ADMITTED TO

AN OFFICIAL STOCK EXCHANGE LISTING

96.54

CASH AND CASH EQUIVALENTS

3.27

OTHER ASSETS

0.19

TOTAL

100.00

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Supplementary Unaudited Information

Westwood Emerging Markets Fund

1. Schedule of Significant Portfolio Changes

Purchases1

1Represents all purchases which are above 1% of total purchases or a minimum of top 20 purchases made during the

financial year.

Cost

Security name Q uantity (GBP) Petroleo Brasileiro SA 566,978 3,251,964

3SBio Inc 2,255,214 3,191,963

Ping An Insurance Group Co of China Ltd 412,343 3,126,255

China Merchants Bank Co Ltd 767,000 3,097,088

Porto Seguro SA 280,433 3,084,148

DBS Group Holdings Ltd 200,621 3,063,786

Galaxy Entertainment Group Ltd 617,487 3,039,794

Southern Copper Corp 119,340 3,014,675

Yum China Holdings Inc 80,701 2,878,070

Promotora y Operadora de Infraestructura SAB de CV 370,453 2,865,500

Kweichow Moutai Co Ltd 32,373 2,781,645

Raia Drogasil SA 157,186 2,624,964

Torrent Pharmaceuticals Ltd 134,782 2,578,859

Cia Cervecerias Unidas SA 232,011 2,221,187

Advantech Co Ltd 337,879 1,935,521

Alsea SAB de CV 921,471 1,676,066

HDFC Bank Ltd 54,509 1,289,360

Perusahaan Gas Negara Tbk PT 9,910,118 1,195,229

Wal-Mart de Mexico SAB de CV 458,429 957,094

Enel Americas SA 139,353 933,401

Tenaris SA 48,749 900,534

Catcher Technology Co Ltd 141,767 826,034

Mr Price Group Ltd 86,991 820,445

Samsonite International SA 317,842 752,251

BOC Hong Kong Holdings Ltd 236,553 727,956

Banco de Chile 10,857 726,290

Fomento Economico Mexicano SAB de CV 8,974 658,086

Arca Continental SAB de CV 143,507 634,361

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Supplementary Unaudited Information (continued)

Westwood Emerging Markets Fund (continued)

1. Schedule of Significant Portfolio Changes (continued)

Sales1

1Represents all sales which are above 1% of total sales or a minimum of top 20 sales made during the financial year.

Proceeds

Security name Q uantity (GBP) Giant Manufacturing Co Ltd 1,041,693 5,550,701

Public Bank Bhd 1,008,511 4,453,039

MTN Group Ltd 792,172 4,005,690

Grupo Aeroportuario del Centro Norte SAB de CV 951,106 3,945,161

Woongjin Coway Co Ltd 73,107 3,939,537

Industrial & Commercial Bank of China Ltd 6,647,983 3,765,044

Samsonite International SA 1,636,790 3,033,422

Ayala Land Inc 3,883,542 2,702,053

Anhui Conch Cement Co Ltd 602,064 2,678,784

Hankook Tire Co Ltd 115,932 2,613,098

UPL Ltd 283,227 2,589,816

Perusahaan Gas Negara Tbk PT 20,478,993 2,483,485

Titan Co Ltd 208,132 2,481,892

Thai Union Group PCL 5,942,263 2,459,017

Kolmar Korea Co Ltd 68,961 2,379,160

Reliance Industries Ltd 85,107 2,282,602

Kimberly-Clark de Mexico SAB de CV 1,894,089 2,265,002

Tata Consultancy Services Ltd 103,302 2,259,310

Ambev SA 605,850 2,182,641

ASM Pacific Technology Ltd 256,374 2,037,282

Fomento Economico Mexicano SAB de CV 28,794 1,931,970

Barrick Gold Corp 127,753 1,904,319

Indraprastha Gas Ltd 566,781 1,860,367

Central Pattana PCL 924,548 1,783,952

Commercial International Bank Egypt SAE 551,880 1,777,855

HCL Technologies Ltd 158,373 1,766,402

CNOOC Ltd 1,303,476 1,689,547

Wal-Mart de Mexico SAB de CV 882,392 1,653,572

Kasikornbank PCL 370,352 1,588,932

Enka Insaat ve Sanayi AS 2,362,484 1,587,176

AIA Group Ltd 218,855 1,498,682

Emlak Konut Gayrimenkul Yatirim Ortakligi AS 8,550,258 1,427,558

Central Pattana PCL 730,435 1,347,935

Adani Ports & Special Economic Zone Ltd 298,888 1,276,183

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Supplementary Unaudited Information (continued)

Westwood Emerging Markets Plus Fund

1. Schedule of Significant Portfolio Changes

Purchases1

1Represents all purchases which are above 1% of total purchases or a minimum of top 20 purchases made during the

financial year.

Cost

Security name Q uantity (GBP)

Petroleo Brasileiro SA 139,718 801,449

China Merchants Bank Co Ltd 196,562 793,127

Porto Seguro SA 71,941 792,264

Galaxy Entertainment Group Ltd 158,651 782,018

DBS Group Holdings Ltd 50,562 771,657

Southern Copper Corp 30,279 768,834

Ping An Insurance Group Co of China Ltd 99,257 755,586

3SBio Inc 511,720 724,262

Promotora y Operadora de Infraestructura SAB de CV 90,938 705,356

Yum China Holdings Inc 19,625 699,490

Kweichow Moutai Co Ltd 7,740 690,840

Raia Drogasil SA 38,708 646,262

Torrent Pharmaceuticals Ltd 30,664 586,361

Alsea SAB de CV 229,841 413,192

Perusahaan Gas Negara Tbk PT 2,816,513 337,892

HDFC Bank Ltd 12,942 311,923

Enel Americas SA 39,019 261,417

Wal-Mart de Mexico SAB de CV 116,909 244,567

Catcher Technology Co Ltd 39,624 230,144

Tenaris SA 12,245 226,810

Mr Price Group Ltd 21,348 201,341

BOC Hong Kong Holdings Ltd 64,738 199,914

Fomento Economico Mexicano SAB de CV 2,358 173,828

Arca Continental SAB de CV 38,529 169,466

Banco de Chile 3,123 165,310

TAV Havalimanlari Holding AS 50,650 162,974

Bidvest Group Ltd 14,903 162,360

Samsonite International SA 70,753 160,582

Samsung Electronics Co Ltd 5,275 155,380

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Supplementary Unaudited Information (continued)

Westwood Emerging Markets Plus Fund

1. Schedule of Significant Portfolio Changes

Sales1

1Represents all sales which are above 1% of total sales or a minimum of top 20 sales made during the financial year.

Proceeds

Security name Q uantity (GBP) Grupo Aeroportuario del Centro Norte SAB de CV 194,398 835,952

Public Bank Bhd 192,343 835,905

MTN Group Ltd 154,714 798,583

Woongjin Coway Co Ltd 14,074 771,892

Industrial & Commercial Bank of China Ltd 1,284,584 736,472

Barrick Gold Corp 40,895 586,982

Samsonite International SA 323,811 567,882

Ayala Land Inc 704,487 522,300

Anhui Conch Cement Co Ltd 107,330 514,186

Perusahaan Gas Negara T bk PT 4,031,327 511,228

Hankook Tire Co Ltd 22,749 471,875

UPL Ltd 53,101 468,460

Kolmar Korea Co Ltd 14,015 460,223

Titan Co Ltd 35,085 459,426

Kimberly-Clark de Mexico SAB de CV 361,242 438,117

Ambev SA 115,548 429,059

Indraprastha Gas Ltd 108,763 412,290

ASM Pacific Technology Ltd 46,396 393,005

Tata Consultancy Services Ltd 17,758 389,502

Fomento Economico Mexicano SAB de CV 5,066 351,862

Reliance Industries Ltd 12,459 348,419

Commercial International Bank Egypt SAE 98,624 328,207

Wal-Mart de Mexico SAB de CV 161,563 311,454

Kasikornbank PCL 72,311 305,051

Enka Insaat ve Sanayi AS 450,574 302,411

HCL Technologies Ltd 24,326 287,490

Thai Union Group PCL 652,286 267,867

AIA Group Ltd 30,662 243,573

Emlak Konut Gayrimenkul Yatirim Ortakligi AS 1,620,936 240,930

CNOOC Ltd 168,818 227,268

Enel Americas SA 29,377 215,579

Cielo SA 95,633 205,189

Thai Union Group PCL 487,799 203,960

Catcher Technology Co Ltd 32,350 196,221

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Supplementary Unaudited Information (continued) 2. Exchange Rates

The exchange rates used to convert assets and liabilities to GBP as at 31 October 2019 and 31 October 2018 are as follows:

31 October 31 October

2019 2018

GBP GBP

BRL 5.195217 4.755578

CAD 1.705656 1.681972

CLP 961.053412 889.283229

CNY 9.119129 -

EGP 20.924185 22.887078

EUR 1.161467 1.128339

HKD 10.152105 10.021645

IDR 18,192.669569 19,426.877470

INR 91.951168 94.498262

KRW 1,515.204678 1,458.789954

MXN 24.921609 25.958804

MYR - 5.347377

PHP 65.784797 68.285775

SGD 1.762333 -

THB 39.110615 42.272577

TRY 7.406624 7.141819

TWD 39.510202 39.562243

USD 1.295500 1.277900

ZAR 19.570965 18.845581

The exchange rates used to convert assets and liabilities to EUR as at 31 October 2019 and 31 October 2018 are as follows:

31 October 31 October

2019 2018

EUR EUR

GBP 1.161467 1.128339

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Supplementary Unaudited Information (continued)

3. Soft Commissions The Investment Manager shall be entitled to effect transactions with or through the agency of another person with whom the Investment Manager have an arrangement under which that person will from time to time provide to or procure for the Investment Manager services or other benefits, the nature of which are such that they are lawful and appropriate aids to the Investment Manager in carrying out their investment decision making responsibilities and in the provision of investment services to the Company and for which it makes no direct payment but instead undertakes to place business with that person. Any such arrangements shall provide for best execution standards. Such benefits may not directly accrue to the Company. The Investment Manager may not retain cash rebates and any cash rebates received must revert back to the Company. The Investment Manager have entered into soft commission agreements, the benefit to the Sub-Funds of which is the provision of assistance to analysts and portfolio managers thereby assisting the Investment Manager in the provision of its investment management services. Soft commissions for the year on Westwood Emerging Markets Fund amounted to $38,072 (31 October 2018: $54,049). Soft commissions for the year on Westwood Emerging Markets Plus Fund amounted to $4,147 (31 October 2018: $9,602).

4. Total Expense Ratio

Total Expense Total Expense

Figure

Financial

Figure

Financial Year Ended Year Ended

31 October 31 October 2019 2018 % %

Westwood Emerging Markets Fund Class I (Canadian Dollars Accumulation Shares) 1.13 1.10 Class I (US Dollars Accumulation Non-Hedged Shares) 1.13 1.11

Class K (European Euro Accumulation Shares) 0.88 0.87 Class X (Great Britain Pounds Accumulation Shares) 0.23 0.20

Westwood Emerging Markets Plus Fund

Class X (Canadian Dollars Accumulation Non-Hedged Shares) 0.15 0.15

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5. UCITS V Remuneration Disclosure

The Company must comply with the UCITS Directive remuneration principles in a way and to the extent that is appropriate to its size, its internal organisation and the nature scope and complexity of its activities. The Company does not pay any variable remuneration to any of its Identified Staff. Accordingly, the principles in respect of variable remuneration as outlined in the UCITS Directive are not applicable. The UCITS V provisions, which became effective on 18 March 2016, require funds such as the Company to establish and apply remuneration policies and practices that promote sound and effective risk management, and do not encourage risk taking which is inconsistent with the risk profile of the UCITS. The total number of Identified Staff of the Investment Manager working directly on the Company’s business as at 31 October 2019 was 2. The variable compensation paid by the Investment Manager to its Staff Members, including Identified Staff of the Investment Manager relates to the entirety of the business of the Investment Manager. The Company represents approximately 3% of assets managed and advised by the Investment Manager as at 31 October 2019.

6. Cybersecurity Risk

Cybersecurity breaches may occur allowing an unauthorized party to gain access to assets of the Funds, Shareholder data, or proprietary information, or may cause the Company, the Investment Manager, the Distributor, the Administrator or the Depositary to suffer data corruption or lose operational functionality. The Funds may be affected by intentional cybersecurity breaches which include unauthorized access to systems, networks, or devices (such as through “hacking” activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws). A cybersecurity breach could result in the loss or theft of Shareholder data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Company, the Investment Manager, the Distributor, the Administrator, the Depositary, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Consequently, Shareholders may lose some or all of their invested capital. In addition, such incidents could affect issuers in which a Sub-Fund invests, and thereby cause a Sub-Fund’s investments to lose value, as a result of which investors, including the relevant Sub-Fund and its Shareholders, could potentially lose all or a portion of their investment with that issuer.

7. Securities Financing Transactions Regulation

The Securities Financing Transactions Regulation, as published by the European Securities and Markets Authority, aims to improve the transparency of the securities financing markets. Disclosures regarding exposure to Securities Financing Transactions (SFTs) will be required on all report and accounts published after 13 January 2017. During the financial year ended 31 October 2019 or 31 October 2018, none of the Sub-Funds entered into any Securities Financing Transactions.