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Investment Disclosure Document
This document makes certain particular information available to prospective investors in International Biotechnology Trust plc (the "Company") before they invest, in accordance with the Alternative Investment Fund Managers Directive (2011/61/EU) ("AIFM Directive") as implemented in the United Kingdom. It is made available to investors in the Company by being made available at www.ibtplc.com.
Potential investors in the Company's shares should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser before investing in the Company. The information provided here is for informational purposes only.
International Biotechnology Trust plc
Investor Disclosure Document
November 2016
Regulatory status of the Company and its Alternative Investment Fund Manager ("AIFM")
International Biotechnology Trust PLC is an "alternative investment fund" ("AIF") for the purposes of the AIFM Directive and the Company has appointed SV Health Managers LLP ("SV"), to act as its AIFM. SV is authorised and regulated by the FCA as a "full scope UK AIFM" for the purposes of the AIFM Directive.
The Company is an investment trust and is incorporated as a public limited company in England and Wales. The Company's shares are listed on the premium segment of the Official List of the UK Listing Authority and are admitted to trading on the main market of the London Stock Exchange. The Company is subject to its articles of association, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation, the UK Corporate Governance Code and the Companies Act 2006, in addition to the AIFM Directive.
The provisions of the Company's articles of association are binding on the Company and its Shareholders. The articles of association set out the respective rights and restrictions attaching to the Company's shares. These rights and restrictions apply equally to all Shareholders. All Shareholders are entitled to the benefit of, and are bound by and are deemed to have notice of, the Company's articles of association. The Company's articles of association are governed by English law.
Limited purpose of this document
This document is not being issued for any purpose other than to make certain, required regulatory disclosures to prospective investors and, to the fullest extent permitted under applicable law and regulations, the Company and its AIFM, SV and their directors will not be responsible to persons for their use of this document.
This document contains solely that information that is required be made available to investors pursuant to AIFM Directive as implemented in the United Kingdom and should not be relied upon for any investment decision.
In particular, this document is not a prospectus and it is not intended to be an invitation or inducement to any person to engage in any investment activity. This document may not include (and it is not intended to include) all the information which investors and their professional advisers may require for the purpose of making an informed decision in relation to an investment in the Company and its shares.
The Company is a company limited by shares, incorporated in England and Wales. While investors acquire an interest in the Company on subscribing for or purchasing shares, the Company is the sole legal and/or beneficial owner of its investments. Consequently, shareholders have no direct legal or beneficial interest in those investments. The liability of shareholders for the debts and other obligations of the Company is limited to the amount unpaid, if any, on the shares held by them.
Shareholders' rights in respect of their investment in the Company are governed by the Company's articles of association and the Companies Act 2006. Under English law, the following types of claim may in certain circumstances be brought against a company by its shareholders:
- contractual claims under its articles of association;
- claims in misrepresentation in respect of statements made in its prospectus and other marketing documents;
- unfair prejudice claims; and
- derivative actions. In the event that a shareholder considers that it may have a claim against the Company in connection with such investment in the Company, such shareholder should consult its own legal advisers.
The courts of England and Wales will ordinarily have jurisdiction over any claims against the Company under Regulation (EU) No 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the "Recast Brussels Regulation") on the basis that the Company is domiciled in England and Wales. In some circumstances, the courts of other EU member states may have jurisdiction in addition to, or in place of, the English courts in respect of claims against the Company. Other courts may also take jurisdiction depending on their own conflicts of laws rules.
By subscribing for shares, investors agree to be bound by the articles of association which are governed by, and construed in accordance with, the laws of England and Wales.
Where a matter comes before the courts of an EU member state (other than Denmark), the parties' choice of law to govern their contractual obligations is generally subject to the provisions of Regulation (EC) 593/2008 ("Rome I"). Under Rome I, the court may not give effect to a choice of law applicable to a contract in certain circumstances, including: (i) where there are mandatory rules of the member state's own law which are applicable regardless of the law chosen by the parties; (ii) where the application of the parties' choice of law is incompatible with the public policy of the member state; and (iii) where it is bound in relation to particular proceedings, types of contract or issues to apply the law of a different jurisdiction. Further, where all elements relevant to the situation at the time of choice are connected with or located in a country other than the country whose law has been chosen, the court may apply the rules of law of that country which may not be derogated from by contract. Where a foreign court applies English law, evidence as to the content of English law will usually need to be adduced by the parties.
Rome I does not apply to certain matters, including questions governed by the law of companies (such as creation, legal capacity, internal organisation, insolvency and personal liability of officers and members for the obligations of the Company) and the power of an agent to bind a principal or an organ of a Company to bind the Company to a third party. Where such questions are before the English court, it will apply common law rules to determine the applicable law.
With regard to any non-contractual obligations, EU member state courts (other than Denmark) will generally apply the provisions of Regulation 2007/864 ("Rome II") to determine the applicable law. The parties are able to choose the law applicable to non-contractual obligations subject to certain restrictions. Absent a choice, the general rule under Rome II is that the law applicable to non-contractual obligations is the law of the country in which the damage occurs or is likely to occur. Rome II does not apply to certain matters, including questions arising out of the law of companies (such as creation, legal capacity, internal organisation, insolvency, personal liability or officers and members for the obligations of the Company and personal liability of auditors to a Company or to its members in the statutory audits of accounting documents). Where such questions are before the English court, it will apply common law rules to determine the applicable law. Where a foreign court applies English law, evidence as to the content of English law will usually need to be adduced by the parties.
Where a matter comes before a non-EU court, it will apply its own conflict of laws rules to determine the law applicable to contractual or non-contractual obligations.
A judgment properly obtained in a court of competent jurisdiction may be given effect in England and Wales by virtue of statute, European Regulation or common law, depending on the nature and jurisdiction of the original judgment and subject to applicable restrictions and procedural formalities.
No Advice
The Company and its AIFM, SV, and their Directors are not advising any person in relation to any investment or other transaction involving shares in the Company. Recipients must not treat the contents of this document or any subsequent communications from the Company, the AIFM or any of their subsidiaries, affiliates, officers, Directors, employees or agents, as advice relating to financial, investment, taxation, accounting, legal, regulatory or any other matters. Prospective investors must rely on their own professional advisers, including their own legal advisers and accountants, as to legal, tax, accounting, regulatory, investment or any other related matters concerning the Company and an investment in its shares. Potential investors in the Company's shares should consult their stockbroker, bank manager, solicitor or other independent financial advisers.
Prospective investors must inform themselves as to:
- the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares;
- any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares which they might encounter; and
- the income and other tax consequences that may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares.
Overseas Investors
The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any of the relevant securities laws of Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction.
The Company is not registered under the United States Investment Company Act of 1940 (as amended) and investors are not entitled to the benefits of such Act.
Investor Rights
The Company is reliant on the performance of third party service providers, including the AIFM, the Depositary, the Auditor and the Registrar. Without prejudice to any potential right of action in tort that a shareholder may have to bring a claim against a service provider, each shareholder's contractual relationship in respect of its investment in shares is with the Company only. Accordingly, no shareholder will have any contractual claim against any service provider with respect to such service provider's default. In the event that a shareholder considers that it may have a claim against a third party service provider in connection with such shareholder's investment in the Company, such shareholder should consult its own legal advisers.
The above is without prejudice to any right a shareholder may have to bring a claim against an FCA authorised service provider under:
- section 138D of the Financial Services and Markets Act 2000 (which provides that breach of an FCA rule by such service provider is actionable by a private person who suffers loss as a result); or
- any tortious or contractual cause of action.
Shareholders who believe they may have a claim under:
- section 138D of the Financial Services and Markets Act 2000; or
- in tort or contract, against any service provider in connection with their investment in the Company, should consult their legal adviser.
Shareholders who are "eligible complainants" for the purposes of the FCA's Dispute Resolution: Complaints Sourcebook may refer any complaints against the AIFM to the Financial Ombudsman Service ("FOS") (further details of which are available at www.financial-ombudsman.org.uk). Additionally, shareholders may be eligible for compensation under the Financial Services Compensation Scheme ("FSCS") if they have claims against an FCA authorised service provider (including the AIFM) which is in default. There are limits on the amount of compensation available. Further information about the FSCS is at www.fscs.org.uk. To determine eligibility in relation to either the FOS or the FSCS, shareholders should consult the respective websites above and speak to their legal advisers.
Investment objective and Policy
The Company's investment objective is to achieve long-term capital growth by investing in biotechnology and other life sciences companies.
The Company will seek to achieve its objective by investing in a diversified portfolio of companies which may be quoted or unquoted and whose shares are considered to have good growth prospects, with experienced management and strong potential upside through the development and/or commercialisation of a product, device or enabling technology.
Investments may also be made in related sectors such as medical devices and healthcare services. While the Company's portfolio is held as one pool of assets, for operational purposes there is a quoted portfolio and an unquoted portfolio. The portfolio is diversified by geography, industry sub-sector and investment size with no single investment in a company normally accounting for more than 15% of the portfolio at the time of investment.
The portfolio is split between large, mid and small-capitalisation companies, primarily quoted on stock exchanges in North America, where the most established and commercial biotech and other life sciences companies and companies operating in related sectors are based, though investments will also be made in Europe, Asia and Australia. Investments may also be made into unquoted companies and into funds not quoted on a stock exchange, including venture capital funds. This may include funds managed by the AIFM and/or members of its group. The primary purpose of investment in unquoted funds will be to gain exposure to unquoted companies.
The Company may invest through equities, index-linked securities and debt securities, cash deposits, money market instruments and foreign currency exchange transactions. Forward or derivative transactions are not used by the Company.
The Company may borrow from time to time to exploit specific investment opportunities, rather than to apply long-term structural gearing to the Company's portfolio of investments.
Investment Restrictions
The Company observes the following investment restrictions:
- the Company will invest primarily in biotechnology and other life science companies that are either quoted or unquoted.
- the Company will not invest more than 15% in aggregate, of the value of its gross assets in any one individual company at the time of acquisition.
- the great majority of the Company's assets will be invested in the quoted biotechnology sector with a global mandate across the entire spectrum of quoted companies. The weighting of investment in unquoted companies will vary according to the attractiveness of the opportunities identified.
- gearing is restricted to 30% of NAV.
- the Company will not invest more than 15% in aggregate, of the value of its gross assets in other closed-ended investment companies quoted on the London Stock Exchange or any other stock exchanges.
The Company conducts its affairs as an investment trust which also gives rise to certain restrictions, including complying with the Listing Rules and with Section 1158 Corporation Tax Act 2010 (CTA).
No material change will be made to the investment objective or policy without the approval of shareholders by ordinary resolution.
Investment Approach
The Company has delegated responsibility for day-to-day investment of its assets to SV. The AIFM provides portfolio management of assets and investment advice in relation to the assets of the Company. The Board remains responsible for setting the investment strategy, investment policy and investment guidelines, and the AIFM operates within these guidelines. Consistent with the Company's investment policy SV makes the majority of its investments in biotechnology companies focused on drug discovery and development. Investments are also made in related sectors such as medical devices or healthcare services.
While the Company's portfolio is held as one pool of assets, for operational purposes there is a quoted portfolio and an unquoted portfolio. SV uses a bottom up approach focused on assessing the fundamentals of each investment. The universe of possible investments is assessed and reduced to take into account a number of key criteria such as disease area target and market, unmet medical need, management team, stock liquidity, market capitalisation, product portfolio and competition. The risk/reward of each investment is assessed on its own merits.
In accordance with the Listing Rules, the Company can only make a material change to its published investment policy with the approval of its Shareholders.
Any change in investment policy that does not amount to a material change to the Company's published investment policy may be made by the Company without Shareholder approval.
The AIFM provides portfolio management of assets and investment advice in relation to the assets of the Company. The Board remains responsible for setting the investment strategy, investment policy and investment guidelines and the AIFM operates within these guidelines.
The AIFM Directive prescribes two methods of measuring and expressing leverage (as opposed to gearing) and requires disclosure of the maximum amount of 'leverage' the Company might be subject to. The definition of leverage is wider than that of gearing and includes exposures that are not considered to contribute to gearing.
The Company uses leverage to increase its exposure primarily for short term investment opportunities. The AIFM in dialogue with the Board has set maximum levels of leverage.
The maximum leverage limits set by the Board are 30.0% for both the Gross Method and the Commitment Method of calculating leverage. There have been no changes to the maximum level of leverage that the Company may employ since the establishment of these limits under the AIFM Directive.
During the year to 31 August 2015, the uncommitted overdraft facility held by the Company was increased from £30.0m to £35.0m.
The Company will ensure that any change to the maximum level of leverage which the AIFM may employ on behalf of the Company as well as any right of the re-use of collateral or any guarantee granted under the leveraging arrangement is published in the Company's annual report and audited accounts, which can be found on the Company's website: www.ibtplc.com. In addition, the Company will notify Shareholders of any such changes, rights or guarantees without undue delay by issuing an announcement via an RNS.
The risks associated with leverage are discussed in more detail in Note 24 of the 31 August 2016 Annual Report, which is available on the website. The Company has no collateral or re-use arrangements
Administration and Management of the Company Fees
The Investment Manager SV is entitled to a management fee payable monthly at the rate of 0.9% per annum of the Company's NAV (reduced from 1.15% per annum of the Company's NAV with effect from 1 March 2015).
In addition, SV is entitled to an annual performance fee calculated as follows:
The portfolio consists of two pools: quoted and unquoted.
The fee on the quoted pool is 10% of relative outperformance above the sterling-adjusted NASDAQ Biotechnology Index ('NBI') plus a 0.5% hurdle.
The fee on the unquoted pool is 20% of net realised gains, taking into account any unrealised losses but not unrealised gains.
The payment of the performance fee is subject to the following limits:
- The maximum performance fee in any one year is 2% of average net assets
- Any underperformance of the quoted portfolio against the NBI is carried forward for the current financial period plus two preceding periods
- Performance fees in excess of the performance fee cap is carried forward for the current financial period plus two preceding periods and being offset against any subsequent underperformance before being paid out
Under normal circumstances the Investment Management Deed is terminable by either party on 12 months' written notice.
Following Shareholder approval of the amendments to the investment objective and policy at the Company's General Meeting on 29 September 2016, the Board agreed to make a commitment of $30 million into SV Fund VI, which should enable the Company to achieve the benefits of diversification, access to a wider range of unquoted companies and increased liquidity. There will be no double charging of investment management fees in relation to this commitment. The performance fee is calculated as 20% of realised gains once all committed capital has been repaid.
The AIFM has disapplied the pay-out process rules with respect to it and any of its delegates, following completion of an assessment of the application of the proportionality principle to the FCA's AIFM Remuneration Code. The AIFM considers that it is operating on a small scale and carries out non-complex activities.
The Depositary
HSBC Bank plc
The services provided by HSBC Bank plc as depositary ("Depositary") for the Company include:
- Safe-keeping of the assets of the Company that can be held in custody (including book entry securities);
- Record-keeping of assets that cannot be held in custody, in which case the Depositary must verify their ownership;
- Ensuring that the Company's cash flows are properly monitored, and in particular ensure that all payments made by or on behalf of investors upon the issue or buy-back of shares in the Company have been received and that all cash of the Company has been booked in cash accounts that the Depositary can monitor and reconcile;
- Ensure that any issue or buy-back of the Company's shares are carried out in accordance with English law and the Articles of Association;
- Ensure that the value of the shares in the Company is calculated in accordance with English law, the Articles of Association and the valuation procedures;
- Carry out the instructions of the AIFM and the Board of the Company, unless they conflict with English law;
- Ensure that in transactions involving a Company's assets any consideration is remitted to the Company within the usual time limits; and
- Ensure that the Company's income is applied in accordance with English law and the Articles of Association.
In relation to the duties of the Depositary regarding custody and safe-keeping of assets, in respect of financial instruments which can be held in custody, (except to the extent that the Depositary has contractually transferred liability to a delegate in accordance with AIFMD) the Depositary is liable to the Company for any loss of such financial instruments held by the Depositary or any delegate.
In relation to all the other duties of the Depositary listed above, the Depositary is liable to the Company for all other losses suffered by it as a result of negligent or intentional failure to properly fulfil such obligations.
The Depositary may not use or re-use the Company's securities or other investments without the prior consent of the Company.
The custody of the Company's assets is managed by HSBC Bank plc.
Liability of the Depositary
- Depositary liability for loss of financial instruments
Where a financial instrument held in custody has been lost, the Depositary shall be liable to return a financial instrument of identical type to the Company or cash of a corresponding amount to the AIFM on behalf of the Company, without undue delay, unless:
- The Depositary can prove that the loss arose as a result of an external event beyond its reasonable control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary, or
- The Depositary has discharged its liability as provided for under the AIFM Directive.
- Depositary liability for Other Losses
Depositary liability for Other Losses
The Depositary shall be liable to the Company for other losses suffered by it as a result of the Depositary's negligence or willful default to properly fulfil its obligations.
- Exclusion of Depositary's liability
The Depositary shall not be liable for:
- Any settlement system, third party bank, investment exchange, broker or other third party which is not a delegate or, where the Company invests in underlying structures, any transfer agent or other third party appointed by that underlying structure;
- Anything done or omitted to be done in respect of assets which are other assets;
- The Depositary acting on authorised instructions;
- Any identified custody risk notified to the Company or the AIFM;
- Any reliance on information received from any third party;
- Any failure by the Fund or the AIFM to give any, or appropriate instructions or to comply with the depositary agreement or applicable law;
- Any failure by the Fund or the AIFM to provide any information;
- Any occurrence of:
- An insolvency event in respect of any delegate, settlement system or any other third party;
- Any act, event or circumstance not reasonably within the Depositary's control, or resulting from the general risks of investment in or the holding of assets, including any nationalisation, expropriation, sanction, exchange control or other governmental action; change in any applicable law; currency restriction, devaluation or fluctuation; market condition affecting the liquidity of financial instruments, the execution or settlement of any transaction or the value of assets; breakdown, failure or malfunction of any telecommunications, computer service or system; act of God or natural disaster; war; riot; terrorist action or strike; or
- Any act or omission of the AIFM, any professional, third party bank, prime broker or any other broker or any other third party.
Nothing shall limit the Depositary's liability under the AIFM Directive for its negligent or intentional failure to properly fulfil its obligations under the AIFM Directive.
To the extent that the Depositary is liable to the Company, then the extent of its liability shall be limited to the amount of the actual loss of the Fund.
In no event shall the Depositary be liable for:
- Any loss of:
- Profit;
- Goodwill;
- Reputation;
- Business opportunity; or
- Anticipated saving,
Or, whether direct or indirect any:
- Special, punitive or consequential damages; or
- Other indirect losses, whether or not the Company or AIFM has been advised of the possibility of such liabilities.
Under the terms of the Depository Agreement the Company has agreed to pay the Depository a fee of 5bps on the net assets of the Company.
In accordance with the AIFM Directive, the AIFM will inform investors before they invest in the AIF of any arrangement made by the Depository to contractually discharge itself of liability. The AIFM will also inform investors without delay of any changes with respect to depository liability.
The Auditor
Provides audit and audit-related assurance services to the Company.
The Auditor has a statutory responsibility to report to the members of the Company as a whole in relation to the truth and fairness of the Company's state of affairs and profit or loss as well as confirming that the Company accounts have been prepared in accordance with the Company's Articles of Association. The Auditor is also required to report by exception if there are certain matters on which they are not satisfied, including if adequate accounting records have not been kept by the Company or it has not received all the information and explanations required in order to carry out the audit.
Details of the fees paid to the Auditor can be found in the Company's latest Annual Report and Accounts published on the Company's website, which can be accessed at www.ibtplc.com.
The Registrar
Equiniti Ltd
The Registrar maintains the Company's register of members.
Details of the fees paid to the Registrar can be found in the Company's latest Annual Report and Accounts published on the Company's website, which can be accessed at www.ibtplc.com.
Other fees, charges and expenses
Additional fees payable by the Company to those set out above include legal fees, broker commissions, director's fees, professional services fees and expected expenses. Details can be found in the Company' s latest Annual Report and Accounts published on the Company's website, which can be accessed at www.ibtplc.com.
Shareholder Information
Annual Reports and Accounts
Copies of the Company's audited accounts for the three financial years ended 31 August 2015 are available for inspection at the address of BNP Paribas and on the website.
Copies of the Company's latest annual and half year reports may be accessed on the Company's website: www.ibtplc.com.
Net Asset Value
Valuation Policy
The Company's portfolio of assets will be valued on each Dealing Day (a day on which the London Stock Exchange and banks in England and Wales are normally open for business). All instructions to issue or cancel ordinary shares given for a prior Dealing
Day shall be assumed to have been carried out (and any cash paid or received).
The valuation will be based on the following:
- Cash and amounts held in current and deposit accounts and in other time-related deposits will be valued at their nominal value.
- All transferable securities will be valued at fair value:
- fair value for quoted investments is deemed to be bid market prices, or last traded price, depending on the convention of the exchange on which they are quoted; and
- All other property contained within the Company's portfolio of assets will be priced at a value which, in the opinion of the AIFM, represents a fair and reasonable price.
- If there are any outstanding agreements to purchase or sell any of the Company's portfolio of assets which are incomplete, then the valuation will assume completion of the agreement.
- Added to the valuation will be:
- any accrued and anticipated tax repayments of the Company;
- any money due to the Company because of ordinary shares issued prior to the relevant Dealing Day;
- income due and attributed to the Company but not received; and
- any other credit of the Company due to be received by the Company. Amounts that are de minimis may be omitted from the valuation.
- Deducted from the valuation will be:
- any anticipated tax liabilities of the Company;
- any money due to be paid out by the Company because of ordinary shares bought back by the Company prior to the valuation;
- the principal amount and any accrued but unpaid interest on any borrowings; and
- any other liabilities of the Company, with periodic items accruing on a daily basis. Amounts that are de minimis may be omitted from the valuation.
Valuations of net asset value per share will be suspended only in any circumstances in which the underlying data necessary to value the investments of the Company cannot readily or without undue expenditure be obtained. Any such suspension will be announced to the Regulatory News Service.
The Company's unquoted portfolio of assets will be valued on each working day in accordance with IFRS and the PE and VC Valuation guidelines ('IPEV') www.privateequityvaluation.com. Further information regarding the valuation of unquoted assets and any sensitivities arising from unobservable inputs can be found in the Company' s latest Annual Report and Accounts published on the Company's website, which can be accessed at www.ibtplc.com.
Valuation of illiquid assets
The AIFM Directive requires the disclosure of the percentage of the AIF's assets, which are subject to special arrangements arising from their illiquid nature. Further, any new arrangements for managing the liquidity of the Company must be disclosed. The Company makes such disclosures to shareholders on a periodic basis and publishes these in its interim and annual accounts, which are available on the Company's website.
The liquidity management policy requires the AIFM to identify and monitor its investment in asset classes, which are considered to be relatively illiquid. The majority of the Company's investment portfolio is invested directly in liquid equities and this equity portfolio is monitored on an ongoing basis to ensure that it is adequately diversified.
The liquidity management policy is reviewed and updated, as required, on at least an annual basis.
Historical performance of the Company
Details of the Company's historical financial performance are provided in the Company's annual reports and accounts and monthly factsheets, which are available on the Company's website: www.ibtplc.com.
Investors should note that the past performance of the Company is not necessarily indicative of future performance. Investors may not get back the amount invested.
Procedure and Conditions for the Issuance of Ordinary Shares
The Company's ordinary shares are admitted to the Official List of the UKLA and to trading on the main market of the London Stock Exchange. Accordingly, the Company's ordinary shares may be purchased and sold on the main market of the London Stock Exchange.
While the Company will typically have shareholder authority to buy back shares, shareholders do not have the right to have their shares purchased by the Company and any repurchase of shares shall be at the discretion of the Directors.
New shares may be issued at the Board's discretion providing relevant shareholder issuance authorities are in place. Shareholders do not have the right to redeem their shares.
Fair Treatment of Investors
The AIFM has procedures, arrangements and policies in place to ensure compliance with the principles more particularly described in the AIFM Rules relating to the fair treatment of investors. The principles of treating investors fairly include, but are not limited to:
- acting in the best interests of the Company and of the shareholders;
- ensuring that the investment decisions taken for the account of the Company are executed in accordance with the Company's investment policy and objective and risk profile;
- ensuring that the interests of any group of shareholders are not placed above the interests of any other group of shareholders;
- ensuring that fair, correct and transparent pricing models and valuation systems are used for the Company;
- preventing undue costs being charged to the Company and shareholders;
- taking all reasonable steps to avoid conflicts of interests and, when they cannot be avoided, identifying, managing, monitoring and, where applicable, disclosing those conflicts of interest to prevent them from adversely affecting the interests of shareholders; and
- recognising and dealing with complaints fairly.
The AIFM maintains and operates organisational, procedural and administrative arrangements and implements policies and procedures designed to manage actual and potential conflicts of interest. In addition, as its ordinary shares are admitted to the Official List, the Company is required to comply with, among other things, the FCA's Listing Rules and Disclosure Guidance and Transparency Rules and the Takeover Code, all of which operate to ensure a fair treatment of investors. As at the date of this annual report, no investor has obtained preferential treatment or the right to obtain preferential treatment.
Potential conflicts of interest may arise because the AIFM itself or an employee of the AIFM or a person linked by control (including a delegate) to the AIFM:
- is likely to make a financial gain (or avoid a loss) at the expense of the Company or a client or an investor in the Company that is contrary to the interest of that investor in the Company;
- has a financial or other incentive to favour the interest of one investor or the Company or a client or group of clients over another;
- has an interest in the outcome of:
- a service/activity provided to the Company or its investors or a client; or
- a transaction carried out on behalf of the Company or a client or an investor, which is distinct from the Company's interest in that outcome;
- carries out the same activities for the Company as it does for another fund, client or clients which are not funds; or
- is in receipt of inducements in the form of monies, goods or services from a person other than the Company or its investors, other than the standard commission or fee for that service.
The AIFM will seek to avoid conflicts where it is deemed practical to do so. The AIFM has policies and procedures in place to monitor the conflicts of interest that may arise.
Risk Management
In its capacity as AIFM, SV has a responsibility for risk management for the Company, which is in addition to the Board's corporate governance responsibility for risk management.
The Company has Risk Management controls, which are agreed with the Board. The Manager maintains adequate risk management systems in order to identify measure and monitor principal risks at least annually under AIFM Directive. SV is responsible for the implementation of various risk activities such as risk systems, risk profile, risk limits and testing.
The Board, as part of UK corporate governance, remain responsible for the identification of significant risks and for the ongoing review of the Company's risk management and internal control processes.
The AIFM has an ongoing process for identifying, evaluating and managing the principal risks faced by the Company and this is regularly reviewed by the Board. The Board remains responsible for the Company's system of internal control and for reviewing its effectiveness.
Further information can be found in Note 24 of the 31 August 2016 Annual Report available on the website.
Liquidity Risk Management
The AIFM has a liquidity management policy, which it uses to monitor the liquidity risk of the Company. Shareholders have no right to redeem their ordinary shares from the Company but may trade their ordinary shares on the secondary market. However, there is no guarantee that there is a liquid market in the ordinary shares.
Further details regarding the risk management process and liquidity management are available from the AIFM, on request.
Professional Liability Risk
HSBC Securities Services Limited provides the following services to the Fund: Transaction Processing, Net Asset Valuation and Unit Pricing; Compliance Monitoring and Reporting; Cash and Income Forecasting; Accounting and Financial Control; Tax Calculation and Reporting; Statutory Reporting; Client and Board Reporting; Service Support; Consultancy.
An investor in IBT does not have direct rights against the relevant service provider and where wrongdoing is alleged to have been committed against the Company, such wrongdoing would generally only be actionable by the Company.


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Our affirmation this Sunday is about income, and it's a bit strange, because the subject of today's talk is the resurrection of Jesus. Nevertheless, interestingly enough, there's a subtle overlap in these two apparently very different topics.
In Paramhansa Yogananda's book, How to Be Happy All the Time, he spends a great deal of time talking about money. Yogananda said that he came to the West to show people how to make their religion practical. And when it came to talking about happiness, he had his feet planted firmly on the ground.
He knew that a great deal of people's unhappiness revolves around money – whether it's due to a lack of money, or an excess – although that isn't most people's problem.
Money is intimately connected with our inner sense of security – it makes us nervous not to have money, and not to know where the next influx will come from.
It gives us a sense of freedom to have money, and the confidence that we'll be able to make money when we need it. Money gives us choices, and if we feel that the source of our money is drying up, we become anxious, because we feel that our options are closing down.
It's a fact of life that we must work hard to earn money, and yet I remember an interesting comment that Swamiji made, years ago, when we were on vacation in Hawaii.
When the missionaries arrived in the Hawaiian Islands, they brought new diseases and puritanical attitudes, and from that point on, life became more difficult for the natives. Swami remarked that when they had the islands to themselves, being born in Hawaii wasn't really like incarnating on earth. The weather was temperate year-round, and you didn't have to work very hard for food or shelter. The food grew on trees, or came easily from the ocean, and you could make clothes out of the materials that were close at hand.
He said that if you didn't really want to come back to earth, but your karma dictated that you had to come here for a while, you could be born in Hawaii and hang out there until it was time to return to the astral world.
But when the missionaries arrived, everything changed, and similar changes have overtaken many indigenous cultures in the last four or five centuries. Cultures that were formerly isolated have come increasingly in contact with the industrial world, with the result that a lot has changed, and much has been lost.
It's all part of a tremendous shift that's taking place on the planet, from one very well-defined period of history to another. Paramhansa Yogananda explained that the world has entered a period when people will be increasingly aware that energy is the underlying reality of creation. With the flood of discoveries of new ways to use energy, geographical distances are shrinking, and cultures that were formerly separate are now able to communicate and intermingle more freely with the rest of the world.
In the previous age, which the ancients called Kali Yuga, human consciousness was limited to the belief that matter was the ultimate reality. In Kali Yuga, travel was severely limited – it was slow and arduous, and most of the earth's cultures were isolated. Entire civilizations could grow up without being aware that other civilizations existed on the planet. And each culture had its own forms, including its unique traditions, beliefs, and ways of life.
The age of matter-awareness ended around 1700, and since then we've seen many of the old, rigid forms begin to dissolve, as our awareness of energy has exploded.
This is why the earth's cultures have begun to blend together, with the result that it's very difficult nowadays to find any remaining unspoiled places on the planet. Everywhere you go, you find the same restaurants, the same food, and the same clothes. English has become almost a universal language, and indigenous cultures are being blurred or obliterated, right and left.
From a narrow perspective, it seems that a great deal is being lost – we are saddened to see so many charming cultures, with their unique and lovely characteristics that formerly gave the people a sense of stability and pride in their own identity, being wiped out in favor of something that isn't particularly lovely at all.
But if we look at the longer picture, we can see that it's an unavoidable part of the spiritual evolution of this planet, where the old borders are being dissolved, and people are starting to find a common identity.
In the highest ages, which are still a very long way off, we will see a global civilization, with universal harmony and understanding, and a complete cessation of wars.
I've mentioned a marvelous book called The Yugas that describes these changes and explains how the earth passes through 12,000-year cycles of gradually increasing and decreasing spiritual awareness.
One of the proofs that the authors offer for the existence of higher civilizations and a global culture in the distant past is that, even today, we can find many of the same myths and stories in widely separated cultures, suggesting that we were much more united at some point in the past.
But then, as human consciousness became ever more contracted during the downward arc of the Yugas, the world culture devolved into separate fragments. And now that we've begun to rise into the ascending portion of the Yuga cycle, we find many of the differences that formerly set us apart starting to fade away.
If you're attached to way things were, you may find the changes troubling. But if you understand them as part of the divinely appointed unfolding of the ages, you find that they are telling a much more positive and hopeful story.
For example, we now find that many natural species are dying away. When Swami heard about a big campaign to save the crocodiles and alligators in Florida, he questioned why you would want to preserve such dull-minded, vicious creatures. What would be the value in it?
It's true that the disappearance of a species tends to disrupt the ecosystem. But the larger point is that we are in a period of tremendous transition, as a result of which Paramhansa Yogananda said that the entire planet will look very different than it does today. And we cannot expect such drastic changes to take place without a certain amount of disruption.
I'll return to the subject of money, but let me say that the story of Jesus' resurrection is about the difference between outer forms and inner consciousness. You could almost say that it is a defining symbol of the spiritual path – that it is urging us to stop seeking our security in outer forms, and to find it in our inner consciousness.
One of the most important insights that Paramhansa Yogananda brought to the planet is that the outer forms of religion are no longer the point. We find the old forms being discarded as part of a natural and necessary evolution toward a more inward understanding that will value the spiritual welfare of the individual over religious institutions.
Self-realization has come to show us how to make our spiritual life practical, by using the energy-based yoga methods of meditation to interiorize our minds and open our hearts so that we can experience the God who dwells within us.
Jesus was born five hundred years before the absolute bottom of the grand cycle of human history. He came at time when people's consciousness was extremely contracted and matter-bound. Yet he offered the world a teaching of Self-realization that transcends the ages.
The passage of the Yugas is a physical phenomenon – it is linked to the cyclical movement of the sun toward and away from a tremendous source of energy at the center of the galaxy. But these outward movements are merely the backdrop on which the soul finds its way back to God.
At times, the soul will need to incarnate in extremely gross physical times to learn certain lessons. And in those matter-bound times, we find spiritually minded people separating themselves from the world, because it's almost impossible to lead a spiritual life when we're surrounded by downward-pulling, contractive influences.
This is why, after Jesus died, the desert fathers became the defining examples of spiritual aspiration. They went out into the desert, as far as possible from the world, and they dedicated themselves completely to the spiritual search.
Jesus planted the highest truth so that souls could continue to find it for centuries to come. Thus we have the inspiration of the Christian saints who were liberated by following Jesus' inner teachings. Meanwhile, the church became increasingly devoted to outward forms and rituals, and to the precise articulation of dogmas, and the authority of the priests. And it was inevitable that it would happen, because of the matter-bound consciousness of the age.
I remember, years ago, how young people would carry "boom boxes" on their shoulders. It was before we had iPods and earbuds, and they would play loud music that I didn't enjoy at all. I remarked to Swamiji that they looked like normal people, and how incongruous it seemed for them to be playing this horrible music. And I well remember his answer. He said, speaking very seriously, "Oh, if only you could see their consciousness!"
It was said with chilling seriousness. And it was very revealing of how Swamiji saw people, because he only saw their consciousness, and he wasn't much concerned about the outer form of what he was looking at.
There was a glamorous movie star who came to see Master. When she started trying to seduce him with sexual energy, Master stood up and spoke very harshly, and with great sternness about her evil consciousness. It turned out that she was infected with syphilis, and out of hatred for men, she was trying to infect as many as she could. Master said to her, "You have a beautiful exterior, but you have a dark and evil heart. What are you doing? Why are you living this way?" His desire was to help her, and he wasn't fooled at all by her wiles or her outward appearance.
Master was once invited to a social event where many wealthy people were in attendance. After dinner, the hostess asked him to speak, but he demurred. "It would be better if I didn't."
"Oh, but you're the guest of honor. You must speak!"
"I think it would be better if I didn't speak."
Finally she insisted, so Master stood up and excoriated the people for their selfishness and worldliness. He said, "You're lusting after each other's wives and sitting here with so much pride." And he just ripped them to pieces. "Who are you, really?" he demanded. And he said that many of them were weeping because they knew that he was speaking the truth.
Now, these are extreme examples, and it's easy to affirm that we won't fall into that kind of worldliness. But there's a very definite danger to us if we're tempted to lean even a little bit in the direction of worldliness. As Swamiji warned, it's very dangerous to our spiritual progress if we even look kindly or approvingly on the worldliness of others.
I think of the story of Martha and Mary, both of whom were among Jesus' closest and most devoted disciples. The Bible gives us a picture of Mary sitting in silent communion at Jesus' feet, while Martha is making sure that all the people who've come to see him are fed.
It's a very natural and practical consideration. I can sympathize with Martha on a certain level, because I was in that position many times whenever we would have Swamiji staying in our house. There was always a tug of war between the desire to sit quietly in the living room and just listen to the conversation with Swamiji, or to stay in the kitchen and make the soup.
The Bible paints a realistic picture of the scene, and one that I witnessed countless times. Swami would be doing something beautiful in the living room, saying inspiring things and sharing his vibrations. But then everybody needs soup. And what happened to Martha is that she forgot what she was really doing – she forgot what a privilege it was, not just to be able to serve the master, but to serve the devotees.
In India, it's a tradition that you serve not only the master, but that you serve the devotees with equal devotion. And when you enter the temple you touch the doorway with reverence for all the devotees who've walked through it. In other words, the people who love God are those whom you love as your own family, and it's a blessing and an honor to be able to serve them.
But Martha had forgotten the point: "Jesus has come to my home, and what an honor it is to be near him, and to be able to help his mission. How could I imagine a life more beautiful and blessed than this?"
Martha could have very rightly and naturally been "busy about many things," as Jesus reprimanded her, if she could have remembered to think of Spirit at the same time. But she had fallen into the thought, "I'm stuck in the kitchen, doing all this work, and Mary isn't helping because she's just doing nothing like she always does."
We accrue a tiny bit of good karma for doing the right thing, but it's very little, really. Because the point of doing the right thing is not so much to get things done, as to do them with the right spirit. Because in the right spirit the master can elevate us and help us grow.
There's a story of Ramakrishna and one of his disciples. The disciple was sitting with the master, talking about all the good things that he was doing, and all the money that he was donating to charity. And Ramakrishna, without a touch of sarcasm, in a completely childlike way, said, "My, I wonder how God got along before you were born." Because the man was going on as if it all depended on him.
No matter how great a work we're doing, and no matter how many wonderful works we're supporting, it will all sooner or later turn to dust. All of the people we've helped will die and go to another life, and very soon, no matter how well-known and respected we've been, we will be forgotten.
Swamiji loved to go into Rammurti and Sita's bookstore, because he loved books. But he lamented that it was a little depressing, as an author, to see the thousands of books, and to think of how each author had devoted so much effort to write and publish a book. And then the author was so happy to see the book published at last. But if you go into the bookstore a year later, you see seventeen copies gathering dust on the bottom shelf. Or you ask for a book by an author who was famous, and nobody knows their name, and their books are out of print because it all ends up going to dust.
Nevertheless, we need to remember that it's enormously helpful to us to put out the effort to create these things, because of what it does for us, and the selflessness that it helps develop in us, which will endure as a source of joy in our consciousness.
And that's what counts, because we create our own enduring reality by the way we use our consciousness, and by the consciousness that we affirm every day. This is our real experience, and it will be with us when everything else has turned to dust.
The books we've written, and the hospitals we've built, will go to dust, but our consciousness will go with us when we die, along with the joy that our service has brought us.
Martha is working in the kitchen, thinking that she is making soup for Jesus. But she isn't really making soup for him, because she's thinking of how oppressed and mistreated she is, and how lousy her sister is for not helping her. And what is she becoming? She's becoming bitter and narrow-minded and self-involved. She's become distracted from the deeper reality of what she's doing. And this is why Jesus says, "Your sister Mary has chosen that better part."
I love how Swamiji would always add, "And the Bible doesn't tell us whether Jesus said to Mary, 'Go help your sister in the kitchen,' because he might very well have done so."
On many occasions Swamiji would recognize that we needed to help in the kitchen, and he would send some of us to help, or he would end the satsang and send us all to help out in the kitchen. Because we all have to eat, and there's no reason why one person should always be taking on the role of making soup. But the important point is the consciousness with which we stand over the pot and stir the ingredients.
There was a time, years ago, when I was constantly learning lessons about hard work and tension and many other things, and I found it very interesting to see how Swamiji would give completely different advice to each person. Even though two of us were standing together doing the same work, our spiritual needs were never the same.
I remember a situation where Swamiji was urging the person next to me to do more and more. But, at the same time, he would say to me, "Don't think that you'll do more good merely by doing more."
As he pointed out to me, whenever I would let myself flip over into a stressed-out consciousness, the magnetism of whatever I was trying to do would be so awful that nothing good could ever come of it.
So I learned, early on, that it isn't what you do, but the magnetism with which you do it. And, really, it's so much fun to work with this idea. Because if you can get in the habit of always watching your consciousness, it gives you a wonderful way to rescue yourself, and turn back and find the joy that comes with the right attitude.
And what is the right attitude? Swamiji wrote, "When we work, we should always be working for God, no matter what we're doing. And even if our hearts are not pure enough to feel that we're giving it all to God, at least we can remember God."
He said that if Martha had thought of Jesus while she worked, Jesus would have been able to come into her and lift her consciousness into joy. But once she turned from an attitude of loving service to a narrow focus of self-concern, the door swung shut, and he couldn't come in.
The Book of John tells us, "As many as received him, to them gave he power to become the sons of God."
We might think, "Of course I want to receive him!" But it's vitally important to remember that receiving him isn't the same as demanding to get what I want. The right attitude of a devotee is not to pray, "I want you! Give Yourself to me!"
To receive Him means to create a vibration in ourselves that will match His vibration, because the emanations of the infinite bliss never change, and we can only receive them by attuning ourselves to them in the right way.
The Infinite Spirit never changes, and all of the masters who ever lived are here with us, every bit as much as when they walked on earth. Jesus and Paramhansa Yogananda and Swamiji and all the masters are here, because they are present throughout eternity.
It's an amazing thought, isn't it? And any two of us will experience the same reality in different ways, because our consciousness is always shifting. We are shifting in and out of receptivity, and serviceful self-offering is a powerful tool to steady ourselves and stay tuned to the right wavelength. Because service helps us understand, "I value the greater reality of God more than I value myself."
Instead of thinking, "I need help! Nobody's paying attention to me!" – we can think, very simply, "How can I serve? How can I give?" And once you've experienced the joy of that attitude, and that simplicity, you find that it sets you on the path to the greatest happiness.
We're coming up to Swami Kriyananda's birthday. And at Ananda Village in the beginning, it didn't even occur to people to make his birthday a big celebration, because they didn't understand his relationship to us. But there came a point when we started making it a big deal.
We didn't have a public facility at the time, because the Expanding Light wasn't built, but his birthday was in the spring, so we would hike out to a meadow that was hidden in a lovely fold in the hills, and we would create a little piece of heaven there for one afternoon.
We put up a primitive little wooden platform, and we carried some furniture out to the meadow, and we would have an astral birthday party for a few hours. There was a chair for Swamiji, and presents and food, and it was all an enormous amount of work, but we didn't think of it as work, because it was all about just having fun by serving together.
Through the years, with all of the wonderful holiday celebrations we've had in this temple, we've never thought of them as work. They've just given us all an excuse to find creative ways to share in a spirit of joyful friendship.
This is when we discover the true path to happiness, when we learn to ask, "What can I do with my consciousness that will expand my awareness and help me forget myself and find true joy? And how can I manifest that consciousness outwardly by giving it to others?"
Whether I'm arranging the altar or spreading the tablecloths, or making dinner or singing or organizing a skit or chanting, it's never about the thing itself, but about how I can transfer the blessings of God within me into an outward form that others can enjoy.
As soon as I think, "Nobody's helping me! It's so much work! I can't do this anymore!" the spirit dies. And who loses?
The birthday meadow that we would set up for Swami was so delightful – and then in the morning it would be gone. It was there for a day, and in the evening there was just a wild meadow again with birds and bugs and rabbits.
I somehow enjoyed it more because it was so ephemeral, because then you would realize that it was all about making a special vibration for the day, and it had only ever been about that vibration.
This is what the story of Martha and Mary is telling us. Mary has taken the part that is "needful," as Jesus says, because she understands that what counts is the inner spirit and the right vibration.
We can take that vibration with us, as we go about our lives. Most of us must be very active. And Swamiji said that you can really only go off to meditate in a cave and try to find God that way, if you're able to meditate in deep superconsciousness. But for most of us, we must first overcome the ego by devoting ourselves to active service.
When you let your guard down even for a moment, delusion tries to rush right back in, doesn't it? And then you have to pick yourself up and brush yourself off and start over.
You're tithing ten percent, and you begin to think, "Maybe eight percent is enough…or five percent." Or you fall into the thought, "After all, I've been volunteering a lot, and it's winter, and it gets dark early, and I need to stay home and not go to the temple to meditate."
And then we need to ask ourselves, where is this taking my consciousness? This is all that Jesus is asking of us, that we watch our consciousness, and if it isn't taking us where we want it to be, what can we do about it?
I said that I would talk about money, so just to keep my word I'll touch on it now. Swami talked a great deal about income. He wrote the book called Money Magnetism, and in his later years, when he was living in India, he wrote a complete course on how to make money in a spiritual way.
He made a special point of saying that money is deeply connected with our inner sense of security, and where we think it comes from.
Where does our security really come from? A deeper way of asking this question is: "What is the nature of this world? Can we rely on the ways of the world to bring us the resources we need?"
The teachings of the spiritual path are meant to help us understand the true nature of reality. And as we gain experience on the path, we increasingly realize that our security is really about magnetism, and that it isn't about the outward mechanics of things.
I may have all the money in the world, but what really gives me my security and makes me feel safe is my relationship with God. Wherever I am, and no matter what my situation may be, I know that God is with me, and that He can guide and protect me, unless I close the door.
This is why Jesus scolded Martha. Although she had the tremendous blessing to be with him, she had closed the door by allowing petty self-concern to take over her consciousness.
There's a story in India of a sadhu who lived in the forest with his son. His son was protected, living with his saintly father far away from the world, and he had never seen a woman.
One day, the father sent his son to the nearest village and told him to go and knock on the door of a certain house.
It was a simple village, and the women often went bare-chested before they married. The door opened and the son found himself looking at a woman's chest with developed breasts. He had never seen a woman before, and he became quite concerned that there was something wrong with her. He looked so alarmed that the woman called to her father, and the father, who was a wise soul, said to the young man, "My son, what is your difficulty?"
The son replied, "What's wrong with him? Why did God make him like that?"
The father said, "In the event that we should find a suitable husband for my daughter and she should marry, and in the event that she becomes pregnant, and in the event that the child comes to term and is born and healthy, then the child will be able to use those breasts to draw nourishment, and they will be the source of its life."
The young man broke out in tears, and the father said, "My son, what is wrong with you?" The young man said, "If God could provide so perfectly for someone who may never be born, why for one moment should I ever harbor worries or doubts?"
And this is the understanding that we are all destined to reach. How quickly we will get there, and how much we will have to suffer along the way, is between us and God. So let us do our part, and do our best to watch our consciousness.
God bless you.
(From Asha's talk during Sunday service at Ananda Sangha in Palo Alto, California on May 15, 2016.)

subset: commoncrawl


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This year's Daytime Emmy telecast will not be broadcast on television, but that doesn't mean that fans will miss out on the glitz and glamour of daytime's biggest night. According to a report from Deadline, this year's ceremony will be streamed live over the Internet.
Beginning at 8pm Eastern/5pm Pacific on Sunday, June 22, fans simply need to surf on over to daytimeemmys.net to watch all the action. An Emmy spokesperson tells Soap Central that the broadcast will without commercial interruption.
This will mark the first time that the ceremony has been streamed online. For the last two years, the ceremony was broadcast on HLN -- but while viewership was high for the former cable news network, the total number of viewers -- just 913,000 -- was an all-time low for the Emmy telecast.
"We are confident that the expert team we've brought on will flawlessly execute an evening that celebrates the outstanding talent being honored and allows fans to be a part of the action," said NATAS chairman Malachy Wienges in a statement.
There are plans in the works to return the ceremony to television in 2015.
And, of course, be sure to keep your web browser tuned to Soap Central for our Red Carpet interviews and post-show wrap-up. For the third year in a row, our Daytime Emmy team will be comprised of Chrishell Stause (Jordan Ridgeway, Days of our Lives;
Check out all the video of last year's Red Carpet excitement here.
What do you think of this year's ceremony being streamed online? Will you tune in to watch the broadcast? Let us know in the comments. You can share your thoughts in the Comments section below this article or you can click here to send us feedback.


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How to Help with Spelling, Punctuation and Grammar
It is important for parents and carers to encourage pupils to proof read their work carefully and to take pride in the way in which they present their homework.
In GCSE exams pupils can lose marks for poor spelling, punctuation and grammar. Key words for each subject need to be learnt and it is important to use the in the right context. The resources below are designed to provide a checklist for proof reading and activities that will improve spelling, punctuation and grammar.
Spelling, Punctuation and Grammar - Red Challenge
R1 - Use the Correct Homophones
R2 - Use Capital Letters and Full Stops
Spelling, Punctuation and Grammar - Orange Challenge
O1 - Use Subject-Specific Vocabulary
O2 - Use a Range of Punctuation
O2 - Use a Variety of Sentences
Spelling, Punctuation and Grammar - Green Challenge
G1 - Use Subject-Specific Vocabulary
G2 - Use a Range of Punctuation
G2 - Use Colons and Semi-Colons


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More About Domino's on 23 Mile Rd
Domino's: We're Reinventing Pizza at 35346 23 Mile Rd
When you're craving a mouthwatering slice of cheesy, meaty goodness, we know you're not craving just any old pizza in New Baltimore. You want a scrumptious pizza prepared with a flavorful tomato sauce, expertly sliced pepperoni, heaping piles of melted mozzarella and a hand-tossed crust that's crunchy, crispy, and chewy. You want only the best pizza. You want Domino's.
At Domino's on 23 Mile Rd, we make it easy to get exactly what you want: pizza that's fast and fresh. Order your pizza online or by calling (586) 716-7770, or stop by and place a takeout order in person.
First, start by selecting from one of our handmade crusts, like our hand-tossed crust that's packed with buttery flavor, a pan crust featuring two huge layers of cheese, a crispy thin crust, or a gluten-free pizza crust! And next, select your sauce and start loading up on toppings. Pick as many or as few as you want! Whether you can't get enough grilled chicken and roasted veggies or you adore a savory variety of banana peppers, mushrooms, and pepperoni, your neighborhood Domino's has it all!
With over 34 million different ways to make a single Domino's pizza, you can be sure we've got a slice for any taste. Build your own pizza from scratch or choose from one of our specialty pizzas, like the ever popular Ultimate Pepperoni, MeatZZa™, or Cali Chicken Bacon Ranch, and have it delivered hot and fresh to your doorstep, today!
Fast Pizza Delivery on 23 Mile Rd in New Baltimore
Here at your Domino's on 23 Mile Rd, we're serious about pizza delivery. In fact, we'll make you a promise. We guarantee that your pizza will arrive hot and fresh, right from our toasty oven to your doorstep. Can't wait for your pie to arrive? Use our patented Pizza TrackerⓇ system and follow your pizza order as it's prepped, baked, and headed out the door for delivery... and try not to drool on your keyboard while you wait.
Order online or call (586) 716-7770 now for pizza delivery near you. Our delivery experts are fast and our pizzas are fresh, just the way you like it!


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Installed directly on the roof, this versatile unit can handle three functions: heating, air conditioning and ventilation in commercial spaces. The natural gas roof unit is ideal for effectively controlling heat and ventilation in open-air spaces. It also outperforms its more expensive and less powerful electric equivalent.
Lower your energy bills by installing a natural gas roof unit. Not only is natural gas more efficient than electricity, it also costs less.
Chart comparing annual energy costs1 equivalent to 17,861 m3 (100% heating) which represents energy consumption for a small business or a small industry.
Provide greater comfort to occupants of your commercial spaces. With a natural gas roof unit, you can decentralize your ventilation system and control comfort levels as required.
See Data Sheet (PDF)
Rooftop units energy savings calculator (Excel)
By opting for natural gas, you are choosing Énergir's reliable and secure distribution network! One of the most modern in North America, it meets the Canadian gas industry's strictest standards and is monitored day and night, 365 days a year.
A Énergir expert will make sure that it is the right equipment for your needs and will explain how to proceed to have it installed.
1 According to the prices in effect from March 1, 2019 to February 29, 2020. Based on Énergir rates and those of Hydro-Québec approved by the Régie de l'énergie; takes into account base electric consumption and rack price of oil with 2% sulfur including, in particular, transport, distribution and CATS.
* Certain conditions apply. Grant amounts will vary, depending on the equipment installed and the building's characteristics. Only buildings within proximity of the natural gas network are eligible for the grant. . To benefit from the grant, you must submit a signed contract for the distribution and sale of natural gas to the contractor in charge of the work or to the Énergir representative. Grants will only be paid once the natural gas equipment is installed. A five-year natural gas supply contract is required. The eligibility criteria are listed in the Consumption Rebate Program guide approved by the Régie de l'énergie, a copy of which may be obtained on request. Grant amounts must not exceed eligible expenses. Program conditions and grant amounts may also be subject to change without prior notice.
Need more information?
Contact us!
By phone at 1 800 361-4568 or by email.


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Anyone who waits tables knows that getting stiffed on a tip is just part of the job. What isn't part of the job, however, is then taking to Twitter to wish death on Mexican people.
After not receiving a gratuity from a table of customers at the Greeley, Colorado, restaurant where she worked, server Megan Olson blasted off an incendiary tweet in which she fantasized about murdering Mexican people during a "purge," ABC affiliate Denver7 reported.
The Texas Roadhouse restaurant where Olson worked was reportedly inundated with calls from astonished customers and concerned community members demanding that management take action.
Company spokesperson Travis Doster told Denver7:
Our managing partner was actually mowing his lawn when he was alerted. He immediately rushed to the restaurant, met with the employee who posted this disgusting tweet and she was terminated.
An account purportedly belonging to Olson has posted an apology on the Texas Roadhouse Facebook page, calling the remarks "insensitive and careless," and a "momentary lack of judgement."
While a number of news outlets have included the apology in their reporting on the incident, some Facebook users have accused the account in question of being fake. It's remains unclear whether it belongs to the real Megan Olson. Olson's Twitter account has since been deactivated. Multiple attempts to contact Olson for comment were unsuccessful.
Veracity of the apology aside, what otherwise might have been an isolated incident of crude racism has been imbued with an extra degree of scrutiny following anti-Latinx sentiment expressed by Donald Trump.
"We have seen a fear-mongering campaign that has legitimized racist comments like this across all social media networks," Generation Latino executive director Maria Handley told Denver7. "This hateful racist comment from a Greeley waitress is not unique. We are seeing it acted out in public, at schools and in our neighborhoods."
Nevertheless, Texas Steakhouse's decision to terminate Olson's employment seems to have gone a small way toward healing the damage caused by her offensive remarks. Wrote one commenter on Facebook:
There was no hesitation, management enacted immediate dismissal. This establishment proudly employs a diverse staff that serves their ENTIRE community. Thank you Texas Roadhouse Greeley for not employing this person any longer. Hatred is not ever acceptable.


text: I have been experimenting with XP's big brother/sister and so far I am surprised. I bought "Death Defying Acts" this afternoon and opened it with DVD Shrink - set to make image iso and burn with DVD Decrypter. All very old free software used on the Windows Beta Test of the new Operating System 7. Very fast burn. I just finished watching it and there were no errors - perfect backup. For the hesitant - and you know you want to try it, I installed "7" on an older WD 40 gig hard drive and when the Beta test expires I will just use that drive again as a backup - plug the original XP Pro drives back in and no re-install. I forgot to mention I had Any DVD running - this is a 2007 movie so I figured I would need something to get past any copy protection. Jack


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Once upon a time, a gentleman in Paris wanted to live happily ever after, and decided to contact SweetTouch.
We like our fairy tales at SweetTouch, and happy endings are our favourite part. If you are in Paris, one of the most romantic and lovely cities in the world, a happy ending massage might be just the thing you need to write your own fairy tale.
Gone is the confusion of whether a happy ending is provided – a common problem when you visit a massage parlour. At Sweet Touch, you only have to specify that is what you are looking for at the end when you contact us. You can even choose the girl you feel will be able to give you the happiest ending of all, or leave the selection to us and we will match the perfect one for your needs to you.
Our Professional Masseuses
A Sweet Touch masseuse is a delicate creature, adept at all things erotic. She can give you the happy ending of your dreams but she herself may have had her beginnings in any number of countries around the world, including:
- Arab countries;
- Russia;
- South America: Brazil or Colombia;
- European France and Spain.
A citizen of the world, she can speak her native tongue as well as fluent English and French. By age, she is always less than 25 but more than 20 – a delicate balance between massage expertise and the perfect female physical form.
Where and When to Get a Happy Ending Massage in Paris
A happy ending massage is therapy for the soul and SweetTouch tries to ensure that you can have the release you desire no matter where in the great city of Paris you are located. You do not have to inconvenience yourself with a visit to a massage parlour or salon – we provide outcall massage services exclusively and will come to you.
All the districts in the centre of Paris like Louvre, Bourse, Temple, Hôtel-de-Ville, Panthéon, Luxembourg and Palais-Bourbon, as well as districts 15 km outside the city limits are covered. We even extend our services to the vicinity of the Charles de Gaulle Airport.
You can be at home or at hotel, a SweetTouch masseuse will find her way to you for the perfect happy ending. Sweet Touch is available for your pleasure every day of the week between 10 a.m. and 3 a.m.
Other Information about Your Happy Ending Massage
Please note that we deal only in cash terms.
You can book your appointment either by phone or via the chat option on our website. We can also provide you with all the details you require, including prices, photos of our girls and their schedules.
30min – 170€
1h – 250€
90min – 330€
2h – 410€
Contact Us
+33 7 54 16 01 99


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Leftriteout in collaboration with Mr Bailey and Henley Beach Tourism Authority welcomes members of Down the Wicket to sunny Adelaide for the Ashes test between Australia and Europe/South Africa/England.
Unfortunately members passes are looking unlikely so your host requests confirmation of the compulsory acquiring of general admission tickets for both days.
Additionally the AGM for the c u next tuesday golf club championship team will be held concurrently and touring Down the Wicket officials are invited to attend this glorious occasion. A suitable day and time needs to be arranged to suit cricket attendance, refreshments and travel plans. Please make suggestions to your host via this blog.
Joint President, Secretary
C U next tuesday golf club
Down the Wicket contributor
Mt Lofty B grade captain
Down the wicket is cricket opinion. A group of cricket enthusiasts, passionate about the games standards. We openly encourage discussion, debate and opinion, because cricket is worth getting worked up about!
Wednesday, 6 October 2010
Tuesday, 5 October 2010
It's Northing Short of Ridiculous
I think the time has come to turn the heat up on the selectors and their constant faith in Marcus North. Surely there was no better time to blood a youngster, and there are many, in time for the real stuff in Australia this summer. The man has done very little to justify a berth in the side and continues to have dreams of adequacy.
Hussey I can understand, barely but North must go if we are to wrestle back the urn
Hussey I can understand, barely but North must go if we are to wrestle back the urn
Posted by Nospmas at 10/05/2010 12:07:00 pm 6 comments Links to this post
Labels: CA, Indian tour, Marcus North, selectors
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Listening to the podcast analysis of "Conspiracy Theory" I was amazed to hear the "Who the Main Character is" portion actually become a debate. Jerry clearly seemed the MC for several reasons.
1. I didn't learn very much about Alice other than where she worked and some of her attitudes. There was an incredible amount with Jerry.
2. We got to see inside Jerry's apartment, see nuanced moments, such as how he combination locked his coffee mugs. When she visits, she sees the words on the floor as a sentence he wrote. The book he keeps feeling compelled to buy, Catcher in the Rye, I saw as the only way he felt he could be normal... I love the line "Baden-Powell all the boys and Betty Crocker all the girls". In other words, we see more of his internal struggle and anguish. Not so with Alice. Also, we're introduced to Alice through Jerry's binoculars.
3. The audience demographic who'd go to a movie about conspiracy theories would naturally feel more at home through the eyes of a fellow theorist.
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As we open a New Year brimming with opportunity, many of us make New Year's resolutions and goals. Perhaps we want to exercise more, build better money habits, or spend more time with loved ones. As we seek to better our lives, let's remember to keep God and front and centre.
3 Biblical Ways to Fight Loneliness
Loneliness is a common struggle in our culture. Although a person may have 1,000 friends on Facebook, they may still feel very alone. Whether you're young or old, single or married, you've probably struggled with loneliness. At our church in Sydney Mines, we know that everyone feels lonely at some point. How should we respond to loneliness?
Here are 3 Biblical ways to fight loneliness.
Learning to Serve in a Me-Focused Culture
One of the defining characteristics of our culture is the selfish pursuit of pleasure. We often hear, "If you had fun, that's the most important thing." And we tend to understand life through the question, "How will it affect me?" But, in the Gospels, Jesus taught us to live in a radically different way. "Then said Jesus unto his disciples, If any man will come after me, let him deny himself, and take up his cross, and follow me." (Matthew 16:24) Jesus calls us to deny our selfish desires and serve others instead. Philippians 2:4 commands us, "Look not every man on his own things, but every man also on the things of others." How can we learn to serve others?


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You are currently browsing the tag archive for the 'george washington' tag.
As I watch events unfold in Egypt, I can't help but think of Uganda. At the surface, the parallels between Presidents Mubarak and Museveni are plain to see. Both are war heroes that brought stability to much of their country. Both forged strong ties with the West and leveraged this support to consolidate their own power domestically. Both have remained in power for 25+ years. And, for some reason, both made the decision to circle their wagons around their own survival rather than prepare their country for peaceful democratic transition.
It is puzzling to me why so many leaders decide not to take the high road. I am less familiar with the Egyptian case, but I know that President Museveni could still cement a positive legacy for himself in the eyes of mankind by stepping down and putting all his energy into leading his country through a peaceful and democratic transition. But, instead, he insists on forcing his countrymen to choose between his corrupt stability or the uncertainty of populist revolt. Why not ride off into the sunset and become a Cincinnatus or Washington? He could live well; books would be written about him; he'd probably win a Nobel Peace Prize.
Of course, the reason for Mubarak and Museveni's calculation probably lies in an under-appreciation for what is being asked of them. In the United States, we look fondly upon George Washington's virtuous decision to step down from power. But, we often fail to appreciate that this decision was made without the fear that a democratic transition would result in fundamental social change in the country. Slavery and marginalization of native peoples ensured that any transition of power would occur within a limited pluralism. In other words, there was no risk that the country would go from Mubarak to the Muslim Brotherhood or from Ankole to Acholi. Thus, by bracketing the voices of a large swath of the populace, there was less at stake for the United States in building the institution of democratic transition.
I wonder, if African slaves and native peoples had the vote in Washington's time, would things have been the same? Would Washington really have stepped down so honorably if a free and fair election risked bringing to power an entirely different social group prepared to take the country in a drastically different direction? An even more interesting question is, would the elites around Washington – Addams, Jefferson, Hamilton, Madison, etc. – have allowed Washington to step down? Or would they, like the elites around Mubarak and Museveni, have encouraged him to hold on to power and cultivate aid from donor countries to decrease dependency on local voice? Perhaps some of them would have worried privately that a Native American president might replace private property rights with communal tenure, or an African American president would implement a land-reform agenda to break-up enormous plantations. These founders, in turn, might have to flee back to Britain, or in exile to France or Spain. Of course, we will never know the answers to these questions, but it is interesting to consider them.
The American democratic experiment has been conducted gradually, incorporating new variables over time. We created democratic institutions while controlling for slavery; we industrialized while controlling for harsh labor practices and gender inequity; we promoted global democracy while propping up dictators from time to time.
The United States is a force for good and the world's most successful democracy. But, the road to this point was long and full of litter.
The truth about the American experience ought not give the autocrats of the world an excuse for their spinelessness. But it ought to give us pause. As we ask nation-builders across the world to democratize in one, two, or even three generations, we should make it clear that we aren't asking them to catch up to or emulate us, but to do that which we weren't able to do ourselves.
Remembering old George on the week of his birth with a quote from his Farewell Address:
"The common & continual mischiefs of the spirit of Party are sufficient to make it the interest and the duty of a wise People to discourage and restrain it…It serves always to distract the Public Councils and enfeeble the Public Administration. It agitates the Community with ill founded Jealousies and false alarms, kindles the animosity of one part against another…The alternate domination of one faction over another, sharpened by the spirit of revenge natural to party dissension, which in different ages & countries has perpetrated the most horrid enormities, is itself a frightful despotism…But this leads at length to a more formal and permanent despotism."
Wisdom, it seems, never becomes out-dated.


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We provided a comprehensive rebrand for SolutionsIQ, a leader in Agile consulting and training. We built flexible landing pages, a sophisticated event calendar, resource library with varied media, and a job board.
We couldn't be any happier with the way our new site turned out. Working with Bill has been such a joy. His understanding of what we wanted and willingness to explain technical details throughout the project was outstanding. He was always clear, responsive, and professional. His ability to provide creative solutions for the functionality we wanted was truly impressive. With our new website, it's so much easier for our staff to manage content and create customizable landing pages.David Schwinler
SEO Analyst, SolutionsIQ
Flexible Templates
We developed a modular template with over a dozen module types, each with customizable options. This provides the staff with incredible flexibility when building out landing pages, while maintaining a consistent brand and fully responsive layout throughout.
Some modules, like Events and Resources, allow dynamic querying of content, ensuring the pages always show up-to-date information on upcoming events and the most recent relevant resources.
Event Calendar
SolutionsIQ required a very sophisticated event calendar with many filtering options, while maintaining an easy-to-use interface that works well on mobile. Multiple filters can be used at the same time (ex: month, location, and event type), and events feature differing calls to action based on certain criteria (ex: "Join the Waitlist" if event is sold out).
Dynamic Event Pages
Instead of manually entering content on single events, it is dynamically generated based on event metadata (price, date, time, signup link), and linked data (event type, location, instructors…). Any changes to the linked data source, like the description and image of a specific location, automatically update every event at that location.
Resource Library
We built a resource library featuring many types of content. The library can be filtered by both topic and resource type. We customized the URLs to reflect the content type.
Job Board
The Careers page integrates seamlessly with Jobvite, the third party service they use for managing recruitment.
Intuitive Backend
When editing modular pages, you simply select the modules you want and fill in the relevant details. It's easy for non-technical staff to manage content across the entire site.


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New parents may be alarmed when they get a look at their new baby and notice the baby's feet turning in. It seems strange, but intoeing or pigeon toe is actually very common. We spoke with Kim O'Brien, a physician assistant in the Division of Orthopaedics and Sports Medicine to find out more.
"Intoeing is a fairly common in children, infants, and toddlers," O'Brien said. "But 95 percent of kids outgrow it, so there is a small population of intoers, but it doesn't cause long-term problems.
O'Brien said the signs of intoeing are when one or both feet turn inward. There are three different reasons for the intoeing:
"None of these require treatment anymore," O'Brien said. "We used to treat them and we found out that it didn't necessarily resolve it. We do not treat any of them in any otherwise healthy children."
O'Brien says kids with other medical conditions, like cerebral palsy, may require treatment.
Without treatment, most types of intoeing will resolve through regular growth and development. Each type will resolve at different times, and parents can use these guidelines to help determine where their child is in the process:
O'Brien and the PAs in Orthopaedics have been running an intoeing clinic for years. She does offer one piece of advice for parents, if they're concerned about intoeing and want to see her or another PA about it.
"If a child will be evaluated by us, we advise parents not to have x-rays beforehand because we don't want kids exposed to unnecessary radiation. If we need to order x-rays, if they're necessary, we will," she said.
It turns out, for the 5 percent of children who remain intoers, there is one great advantage according to O'Brien – pigeon toed children tend to be very fast sprinters!
Parents of intoers, how has your experience with intoeing been?
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Welcome to Whakatā in Fiordland
Authentic chalet-style accommodation with the personal touch, Whakatā in Fiordland is the ultimate base for your adventures in our World Heritage wonderland. Located just out of Te Anau, Whakatā is the perfect base from which to visit Milford Sound, day-walk the Routeburn Track or fly fish the Waiau River. Spend your day exploring or take a break and enjoy your large private property, feed the farm animals, relax in the spa or book a massage.
We look forward to welcoming you to Whakatā in Fiordland!
– Rachael and Perrin Brown


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Jayaprada's plea challenging Azam Khan's election rejected on technical ground
Lucknow, June 15: The Lucknow bench of the Allahabad High Court on Friday dismissed a writ petition of BJP leader Jayaprada challenging the election of Azam Khan from the Rampur parliamentary constituency in the recently concluded Lok Sabha election.
A bench comprising Justice Rajan Roy and Justice N K Jauhari dismissed the writ petition of BJP leader Jayaprada on the grounds of lack of territorial jurisdiction.
The bench said Rampur falls under the jurisdiction of the Allahabad High Court and hence, a petition in the Lucknow bench is not maintainable.
Azam Khan breaks down, says he is being treated like a "terrorist"
The court also said that the writ petition itself is not maintainable and only an election petition can be moved in such circumstances.
The petition was filed by Jayaprada and argued by her lawyer Amar Singh.


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Everybody loves their stay in the "Overland"
... it's unique, it's comfortable & it's in a brilliant garden setting ...
"Why spend the night in a motel when you could have the experience of a lifetime".
Our First Class Train carriage is part of the original "Overland" train & was built in 1905 at Newport workshops in Victoria as part of the Victorian & South Australian Railways program to unify & modernise the rail system between Melbourne & Adelaide.
She was originally a First Class seating carriage, & only 10 of these were ever built.
Later in life she ran the Geelong - Melbourne line & became affectionately known as "The Red Rattler".
Although her days of carrying the rich & wealthy to the Melbourne Cup are over we know you will enjoy your holiday surrounded by nostalgia, memories & comfort - a truly unique & memorable accommodation experience.
The morning sun floods one side of your carriage, & there's nothing in the world quite so decadent as laying in bed with the curtains open & letting the morning sun warm your lazy eyelids, or you can always keep the curtains closed & ignore it.
Master bedroom has a full queen size bed, air conditioning & all the nostalgia of old time First Class travel.
The living area has a full en-suite is located accessed from it.
Your carriage has a delightful lawn at the front, perfect for relaxation day or night. And a huge lawn at the back, perfect for play for the whole family, especially your dog.
Everybody loves their stay in the "Overland", it's unique, it's comfortable & it's in a brilliant garden setting.
The room has included Tea & Coffee facilities, toaster, TV.