Changes to the Spaceship Index Portfolio

Important changes to the Spaceship Index Portfolio product disclosure statement and Spaceship Voyager Additional Information Document, which will be effective 21 September 2018

We, Spaceship Capital Limited ABN 67 621 011 649 AFSL 501605, want to let you know that we're making some changes to the Spaceship Index Portfolio ARSN 623 312 087 (Fund) product disclosure statement (PDS), and the Spaceship Voyager Additional Information Document (Additional Information Document), that affect you.

These changes are described below and take effect on 21 September 2018.

The current PDS and Additional Information Document, each dated 30 April 2018 (current PDS and current Additional Information Document) will be available on spaceshipinvest.com.au until 20 September 2018. You can get a copy of the updated PDS and Additional Information Document, each of which will be dated 21 September 2018 (updated PDS and updated Additional Information Document), from spaceshipinvest.com.au from 21 September 2018.

Date of the PDS and Additional Information Document

Because these changes take effect on 21 September 2018, the date on the title page of the updated PDS and updated Additional Information Document will be updated to 21 September 2018.

Some changes to important information

The 'Important information' section on the front of the updated PDS will:

clarify that your agreement to receive communications in digital form means we may send communications via email or your Spaceship customer account with a copy of, or hyperlink to, the relevant communication (note, the Fund is a fully digital investment product, and by making an application you agreed to receive communications in digital form only)
make it clear that only a person who is an Australian resident for tax purposes and who has an Australian residential address can invest in the Fund (this change will also be reflected in the second paragraph in section 8 (How to apply) of the updated PDS), and
let you know that information that is not materially adverse to investors may be updated via our website, and can be found at any time by visiting spaceshipinvest.com.au.

Making an investment in the Fund, which includes how we process applications and issue units in the Fund to you

We're clarifying that:

You can make an initial investment in the Fund by successfully completing the application process to our satisfaction, including:
providing any information and documents we ask you to provide, in a form satisfactory to us - this may include information and documents we need to verify your identity or determine your status as a resident of a foreign country for tax purposes, and
paying your application funds to us.

This will be reflected in:

the first paragraph in the 'Making an investment' section of section 2 (How the Fund works) of the updated PDS
the 'Making an initial investment' and 'Making an additional investment' section of section 1 (Investing in and withdrawing your investment from the Fund) of the updated Additional Information Document.
Introducing, as a condition of issuing units to you, that we need to have received your cleared funds. This means that:
in respect of your initial investment, units will be issued to you the Business Day after you successfully complete the application process to our satisfaction and we receive your cleared funds. (This change will be reflected in the second paragraph in the 'Making an investment' section of section 2 (How the Fund works) of the updated PDS and the third paragraph of section 8 (How to apply) of the updated PDS), and
in respect of any additional investment you make (whether on an ad-hoc basis or as part of a regular investment plan), units will be issued to you the Business Day after we receive your cleared funds. (This change will be reflected in the third paragraph in the 'Making an investment' section of section 2 (How the Fund works) of the updated PDS).

So, the number of units you receive will be based on the amount you invest divided by the unit price on the Business Day we receive your cleared funds.

This also means you'll receive a confirmation of your investment after your application is accepted, cleared funds have been received from you, and units are issued to you (this will be reflected in the 'Confirming your investment' section in section 1 of the updated Additional Information Document).

This means that the 'What happens where we don't receive your application money in cleared funds' section in section 1 of the updated Additional Information Document will say: 'If we don’t receive your application money in cleared funds, your application will not be processed and we won’t issue units to you. You will need to confirm your payment details are correct and re-submit your request electronically via your Spaceship customer account.'

If you’ve completed the application process to our satisfaction and we receive your cleared funds:
before 5.00pm (Sydney time) on a Business Day, you’ll generally pay a unit price calculated as at the close of markets on that day; or
after 5.00pm (Sydney time) on a Business Day, you’ll generally pay a unit price calculated as at the close of markets on the next Business Day.

The Fund invests in companies listed on overseas stock markets. Because those markets usually close the following morning (Sydney time), the unit price for a Business Day is calculated at 11.00am (Sydney time) on the next Business Day. We do this to ensure that the unit price reflects the market value of shares listed on overseas stock markets, as at the close of those markets.

For example, if you completed the application process to our satisfaction and we receive your cleared funds:

before 5.00pm (Sydney time) on a Thursday (assuming it is a Business Day), the unit price for units we issue to you will be calculated at 11.00am on Friday (being the next Business Day); or
after 5.00pm (Sydney time) on a Friday (assuming it is a Business Day), the unit price for the units we issue to you will be calculated at 11.00am on Monday (being the next Business Day).

This will be reflected in the 'Entry price (the unit price you pay when you make an investment)' section in section 1 of the updated Additional Information Document.

You can make a payment for an investment in the Fund by direct debit from an Australian bank account that you nominate and which must be held in your name. You can provide these details via your Spaceship customer account. Direct debiting is not available on the full range of accounts and at all financial institutions. If in doubt, please check with your financial institution.
This will be inserted as a new section, titled 'How to make a payment for an investment', in section 1 of the updated Additional Information Document.
If, for any reason, your application is unable to be processed (for example, if your application is incorrectly completed, your bank account does not allow direct debits, or the account details you have provided are not correct), you will be contacted in the first instance for instructions - this may result in you having to restart the application process.
This will be inserted as a new section, titled 'Processing your application', in section 1 of the updated Additional Information Document.
Clarifying that you'll receive a confirmation of your investment after your application is accepted, cleared funds have been received from you, and units are issued to you.
This will be reflected in the 'Confirming your investment' in section 1 of the updated Additional Information Document.
We're imposing a limit on the number of investment accounts you can have in a Fund. Relevantly, you can now only have one investment account for a Fund. If we discover that you have multiple investment accounts for a Fund, we may combine the investment accounts, so you only have one investment account for the Fund or suspend or close the additional investment accounts without prior notice to you.
This information will be included as a new section 'Your investment account' in section 1 of the updated Additional Information Document.
Any interest earned on any application money, including money for additional investments, is treated as income to the Fund.
No interest will be paid to you if for any reason your application is not processed (such as failure to provide any information or documentation we ask you to provide, including any identification information).
This will be reflected in the 'No interest paid to you' section in section 1 of the updated Additional Information Document).

Regular investment plans

We're updating references in the PDS and Additional Information Document to a 'recurring investment plan' (which is how it's described in the current PDS and Additional Information Document) to a 'regular investment plan' (which is how it's described in the Spaceship Voyager app, and is how it will be described in the updated PDS and Additional Information Document).

And, we're letting you know that:

when you set up a regular investment plan, you can specify the amount you want to invest and choose to invest that amount weekly, fortnightly or monthly
you need to provide any revised instructions the day before your next scheduled direct debit for your instructions to take effect, and
your investment plan may be cancelled if two consecutive direct debits are dishonoured (for example, due to insufficient funds).

This will be reflected in the second bullet point of the 'Making an additional investment' section in section 1 of the updated Additional Information Document.

Withdrawing your investment from the Fund, and what it involves

We're clarifying that:

You can make a request to withdraw a specified amount through your Spaceship customer account. This clarification means that paragraph 1 of 'Withdrawing your investment from the Fund' in section 2 (How the Fund works) of the updated PDS will read: 'You can ask to withdraw all or part of your investment in the Fund at any time by making a request to withdraw a specified amount through your Spaceship customer account, but it will be processed on a Business Day. No minimum amount applies to withdrawals.'
Withdrawing funds from your Spaceship investment account (that is, withdrawing your investment) involves redeeming units you hold in the Fund. This essentially means that we exchange your units in the Fund for the amount you wish to withdraw. Clarifying this means that we will be:
inserting a new sentence at the beginning of the second paragraph of the 'Withdrawing your investment from the Fund' in section 2 (How the Fund works) of the updated PDS, which will read: 'Withdrawing your investment involves redeeming (or exchanging) your units for the amount you've asked to withdraw'
inserting a new section titled 'Withdrawing your investment involves redeeming units you hold' in section 1 of the updated Additional Information Document, and
reflecting this in the 'Distributions and annual tax statements' and 'Tax on capital gains' sections in section 6 of the updated Additional Information Document.
Although our ability to suspend or delay withdrawals does not change, we want you to know that our ability to do these things includes where the Fund is illiquid. This will be reflected in paragraph 5 'Withdrawing your investment from the Fund' in section 2 of the updated PDS.
Where we receive your request to withdraw your investment from the Fund:
before 5.00pm (Sydney time) on a Business Day, you’ll generally receive a unit price calculated as at the close of markets on that day
after 5.00pm (Sydney time) on a Business Day, you’ll generally receive a unit price calculated as at the close of markets on the next Business Day.

The Fund invests in companies listed on overseas stock markets. Because those markets typically close the following morning (Sydney time), the unit price for a Business Day is calculated at 11.00am (Sydney time) on the next Business Day. We do this to ensure that the unit price captures the market value of shares listed on overseas stock markets, as at the close of those markets.

This will be reflected in the 'Exit price (the unit price paid when you withdraw your investment)' section in section 1 of the updated Additional Information Document'.

Telling you how we'll make payments to you. Relevantly, any withdrawal amounts will be paid by direct debit to an Australian bank account that you nominate and which must be held in your name. You can provide your bank account details via your Spaceship customer account. We do not make payments to you in any other way.
Before we pay any withdrawal amounts to you:
we may ask you to provide confirmation that the bank accounts you have nominated are held in your name; and
we will deduct any fees or costs incurred but not yet charged, with the balance paid to you.

This information will be set out as a new section titled 'How we make payments to you' in section 1 of the updated Additional Information Document.

We've also replaced some references to 'redemptions' with 'withdrawals', and 'redeem' to 'withdraw', and where 'redemption' or 'redeem' is used we say it's like 'exchanging' units for the withdrawal amount.

How we invest your money

Our Reference Indices are comprised of some the largest listed companies by market capitalisation

We're clarifying that the Fund aims to replicate each of the following Reference Indices:

the SCIS Australia Equal Weight Index, to gain exposure to 100 of the largest Australian Stock Exchange (ASX) listed companies by market capitalisation; and
the SCIS Global Equal Weight Index, to gain exposure to 100 of some of the largest companies by market capitalisation that are listed on overseas stock exchanges (so it doesn't include any companies listed in Australia). The index provides exposure to a broad range of companies located around the world, including in developed and emerging markets and across industry sectors.

So, the description of those Reference Indices will be reflected in:

item 5 of the 'Summary of key information' section in the updated PDS
the 'Significant features' section in section 3 (Benefits of investing in the Fund) of the updated PDS
the 'Diversification with a single investment' bullet point in the 'Key benefits' section of section 3 (Benefits of investing in the Fund) of the updated PDS
the second paragraph of section 5 (How we invest your money) of the updated PDS
the second row of the table in section 5 (How we invest your money) of the updated PDS

Eligibility and investability requirements apply

We're also letting you know that assets included in each of those indices are subject to eligibility and investability requirements, including whether we are able to access the relevant stock market (i.e. whether shares in a company are available for purchase by us).

This information will be inserted as the second paragraph in the 'Significant features' section in section 3 (Benefits of investing in the Fund) of the updated PDS.

The Fund aims to replicate the Reference Indices by buying listed shares

We aim to replicate the Reference Indices by investing directly in each of the companies that comprise the indices - we do this by acquiring listed shares in each company. The Fund does not invest in listed investment company companies (LICs) or exchange traded funds (ETFs).

This will be reflected in the third paragraph in the 'Significant features' section in section 3 (Benefits of investing in the Fund) of the updated PDS.

Target asset ranges

The assets in the Fund include cash, ASX listed companies and companies listed on overseas stock exchanges. Although the target asset allocation range for those assets have not changed, we've removed the target allocation because they may change.

Just as a reminder to you, the target asset allocations for the Fund are as follows:

cash: target range of 0-10%
ASX listed companies: target range of 15 to 25%, and
companies listed on overseas stock exchanges: target range of 70 to 80%.

This will be reflected in the chart included in section 5 (How we invest your money) in the updated PDS.

Although we have target weightings, actual holdings may fluctuate from time to time

We're clarifying that when a Reference Index is rebalanced, the exposure to the companies in the Reference Index are weighted equally.

However, between reviews:

the weightings will fluctuate due to changes in the market value of the shares (so the Fund will sometimes hold shares in weightings which differ from the Reference Index); and
the market capitalisation of the largest companies may change, so the weightings will change and the companies may not be the largest by market capitalisation.

Further, we maintain the ability to:

hold a smaller or larger number (and therefore weighting) of shares in any of the companies; or
hold shares in more or less than the target number of holdings (i.e. we may hold shares in more or less than 100 companies in each Reference Index).

This may be due to a market event, such as a merger, acquisition, demerger or privatisation. In addition, the Fund may hold shares in companies that have been removed from, or are expected to be included in, the Reference Index around the index period.

This will be reflected in the last three paragraphs of the 'Significant features' section in section 3 of the updated PDS.

We've made other changes to simplify and clarify things

We're making the following changes to simplify or clarify them.

Fees and costs: We're clarifying that the costs charged by others (such as audit, banking, brokerage and market data) are paid by us. This means that the second paragraph item 6 of the 'Summary of key information' section in the PDS will be updated to read: 'You won't pay any other fees, including withdrawal fees. And, there are no other charges paid by the Fund, such as transaction and operational costs. Costs charged by others, such as audit, banking, brokerage and market data, are paid by us.'
Tax: We're reminding you that you should seek tax advice. We're doing this by including the following sentence at the beginning of the paragraph in item 7 of the 'Summary of key information' section in the PDS: 'Investing in the Fund is likely to have tax consequences, so you should seek professional tax advice.
We're also reminding you that we don’t provide tax advice. And given the complex and changeable nature of the Australian taxation system, and the fact that different investors have different taxation circumstances, you should seek professional taxation advice (this will be reflected in section 2 of the updated Additional Information Document).
You should also be mindful that buying and selling investments and receiving income are likely to have taxation consequences. Because you are the beneficial owner of the assets held within the Fund, all income, dividends, capital gains and capital losses, and their taxation consequences, pass directly to you. The Fund itself is not taxed. After the end of a tax year in which a distribution is made, you will be sent details of any assessable income, capital gains, tax credits and any other relevant items to include in your tax return. This information will be reflected in a new 'Nature of investment' section in section 2 of the updated Additional Information Document.
Other information: The Additional Information Document contains some important information that you should read, and we're updating the PDS to remind you that you should have a look at that document by inserting a new item 9 in the 'Summary of key information' section in the PDS, which will read: 'The Additional Information Document contains other additional information that you should read before making a decision about the Fund.'
We're also reminding you that the material contained in the Additional Information is subject to change, and may change between the time you read the PDS and the day you acquire the product. As such, each reference in the updated PDS to material contained in the Additional Information Document will be updated to:
remind you that you should read the material contained in the Additional Information Document before you make a decision about the Fund, and
tell you that such material may change between the time you read the PDS and the day you acquire the product.

Each reference in the updated PDS to material contained in the Additional Information Document will be updated to tell you that you should read that information before you make a decision about the Fund, and that such material may change between the time you read the PDS and the day you acquire the product.

In addition, section 9 (Other information) will be updated so reflect the information contained in the updated Additional Information Document. This means that section in the updated PDS will say 'Before you make a decision about this product, you should read the important additional information about requesting information from us, telling us when your details change, how we keep you updated (i.e. transaction confirmation and reporting), our privacy statement, requirements relating to your foreign tax residency status, what we need to know and understand about you (including under anti-money laundering laws), when we may suspend your investment account or refuse to process a transaction, the Constitution, and how we meet our obligations in respect of the Fund (i.e. our compliance plan).

It also contains information about your rights and liability under the Constitution and investor meetings, your liability, what happens if the Fund terminates, financial information we’ll give you about the Fund and what happens if the Fund terminates changes to the Fund and employee investing. Go to section 7 of the Additional Information document. This material may change between the time you read this PDS and the day you acquire the product.'

About Spaceship Capital: We're updating the information we included about how we may delegate some of our functions, such as custody or investment management, to a third party. We're doing this by updating the third paragraph under section 1 (About Spaceship Capital), so it will read: 'We may delegate some of our functions (including custody or investment management) to third parties. We have appointed a custodian to hold Fund assets (the custodian is the legal owner of the assets, but not the beneficial owner). The custodian may provide other services (including services relating to trade and transaction settlement, corporation action event reporting and administration, proxy voting, distribution processing and cash management).'
Distributions: As you know, distributions are generally paid annually. We want to clarify that we generally calculate distributions annually on 30 June each year, and pay distributions within 90 days of that date. Although, we may change the timing of distributions, or make a decision that one may not be paid for a particular year, at our discretion - so distributions may be paid more or less frequently. This will be reflected in the 'Distributions' section in section 2 (How the Fund works) of the updated PDS and the 'Distribution of income' section in section 1 of the updated Additional Information Document.
Key benefits of investing:
Reminding you that information about the portfolio of assets can be viewed in through your Spaceship customer account and in the Fund is available at spaceshipinvest.com.au. This will be reflected in the 'Transparency of holdings' bullet point in the 'Key benefits' section in section 3 (Benefits of investing in the Fund) section of the updated PDS.
Investing globally means you benefit from increased industry diversification, including more exposure in shares in technology and consumer discretionary companies (see description of 'More global and sector exposure' in 'Key benefits' in section 3 of the updated PDS).
Risks of managed investment schemes: Clarifying that foreign currency risk does not arise from investing in global companies, rather it arises from investing in companies listed on overseas stock exchanges. This will involve an update to the 'Foreign currency risk' bullet point in the 'Risks of managed investment schemes' section in section 4 (Risks of managed investment schemes) of the updated PDS.
Reading the documents together: Clarifying that the Additional Information Document should be read in conjunction with the PDS (see the inside cover of the updated Additional Information Document).
How to submit requests: You can submit your request to invest in, withdraw your investment from, the Fund through your Spaceship customer account which is accessible via the Spaceship Voyager app (this will be reflected in the 'How to submit requests' section in section 1 (Investing in and withdrawing your investment from the Fund) of the updated Additional Information Document).
Fractional units: Where all, or part of the amount you invest or withdraw does not allow you to buy or sell (as the case may be) a whole unit, we’ll issue a fraction of a whole unit to you for the amount you have invested, or exchange a fraction of a whole unit for the amount you have withdrawn (this description will be updated in the 'Fractional units' in section 1 of the updated Additional Information Document).
Transferring units: In addition to satisfying our onboarding requirements, we want you to know that a transferee will also need to provide us with details about their foreign tax residency status (this requirement will be reflected in the 'Transferring units' section in section 1 of the updated Additional Information Document.
Unit prices: Clarifying that the net asset value of the Fund is calculated as the market value of the assets of the Fund, less the distributable amount payable but not yet paid to unitholders on the day in which the value is determined.
This will be reflected in the 'Unit prices' in section 1 of the updated Additional Information Document.
Let us know if any of your details change: Reminding you that you should let us know of any changes to your personal details, contact details and foreign tax residency status (this requirement will be reflected in 'Let us know if any of your details' section in section 7 of the updated Additional Information Document).
Keeping you updated: So that you’re kept up to date on your investment in a Fund, we’ll provide or make available:
transaction confirmations (including details of the number of units issued or redeemed (i.e. exchanging) for withdrawing your investment, the applicable unit price and date of the transaction)
transaction statements at least annually (including details of each transaction that occurred during the statement period, the number of units held and the return for the period)
an AMMA (being an annual tax statement to assist in completing tax returns).

This information is reflected in the 'Keeping you updated' in section 7 of the updated Additional Information Document, which replaces the 'Confirmation of transactions and reporting' section in the current Additional Information Document.

Your foreign tax residency status: We are required to collect certain information about you in order to determine your foreign tax residency status, having regard to our obligations under the Taxation Administration Act 1953 (Cth), which gives effect to the global standard for the collection, reporting and exchange of financial account information for foreign tax residents, and the withholding tax and reporting regime in relation to tax residents of the United States of America, known as the Foreign Account Tax Compliance Act of the United States of America. And provide details of the steps that we'll take if we can't determine your foreign tax residency status (which includes withholding additional tax or closing your Spaceship investment account).
This updated wording is reflected in 'Your foreign tax residency status' in section 7 of the updated Additional Information Document, which replaces the 'Foreign Account Tax Compliance Act' and 'Common Reporting Standard' in the current the Additional Information Document - just to make it a little clearer.
We need to know and understand you: We can’t issue units to you until we have successfully verified your identity. In order to do so, we may ask you to provide identification documents.
Sometimes we may be required to obtain additional information from you, such as the source or origin of the funds in your investment account and how you plan to use your investment account.
We use third party providers to verify some or all of this information. If we are unable to verify your identity or you don’t provide the information we reasonably request within an acceptable time frame, your application will not be accepted and we may suspend or close your investment account without prior notice to you or any reason being given. This means that no units will be issued to you, and withdrawals may not be made within the time periods contemplated in the Disclosure Documents.
We will not be liable for any losses, including for market movements, that may be incurred by a prospective investor if an application is delayed or rejected due to our legal obligations (including those arising under anti-money laundering laws) or other delays caused by an application being incomplete.
This information will be set out in a new section titled 'We need to know and understand you' in section 7 of the updated Additional Information Document.
When we may suspend your investment account or refuse to process a transaction: Our ability to suspend your investment account, or refuse to process a transaction, hasn't changed. But we're making it a little clearer and reminding you that by applying for units through the PDS, you agree that we may, in our absolute discretion:
not issue units to you
refuse the transfer of units you wish to sell or purchase
delay, block or freeze any transactions or cancel, or
redeem any units which have been issued to you,

where:

we consider such action is necessary or desirable in light of our obligations under anti-money laundering or sanctions or other legal obligations
we believe that a transaction may be fraudulent, or
we consider such action is necessary (for example to manage regulatory risk).

In these circumstances, we will not be liable to you for any resulting loss.

Updated wording will be included in the 'When we may suspend your investment account or refuse to process a transaction' in section 7 of the updated Additional Information Document.

Employee investing:Clarifying that employees of our related bodies corporate (including any of our employees) are allowed to invest in the Fund, subject to our personal account trading policies and procedures (this will be reflected in the 'Employee investing' in section 7 of the updated Additional Information Document.

Other bits and pieces

We’re updating the page numbers, table of contents throughout the updated PDS and updated Additional Information Document to reflect the changes we've described above.

We're also updating various references in the Additional Information Document and fixing some typos, including to:

fix a typo in the Contents page, so the updated Additional Information Document will include a reference to section 2 'Benefits to investing in the Fund'
update the title of section 1 (Investing in and redeeming from the Fund), so it will be 'Investing in and withdrawing your investment from the Fund' in the updated Additional Information Document. And, that title will be reflected in the Contents page
updating the title of 'Entry price' in section 1, so it is 'Entry price (the unit price you pay when you make an investment' in the updated Additional Information Document
updating the title of 'Exit price' in section 1, so it is 'Exit price (the unit price paid when you withdraw your investment' in the updated Additional Information Document
update the title of 'Distributions' in section 6, so it is 'Distributions and annual tax statements' in the updated Additional Information Document
update the title of 'Financial information' in section 7, so it is 'Financial information about the Fund' in the updated Additional Information Document
update the title of 'Changes to the Funds' in section 7, so it is 'Changes to the Fund' in the updated Additional Information Document.

You can ask us to provide a link to a digital copy of the updated PDS or updated Additional Information Document at any time - just email us at help@spaceshipinvest.com.au