REG-AXA Property Trust: Change of Investment Advisor

Worsley InvestorsAnnouncement

03/06/2019 07:05

AXA Property Trust Limited
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 43007)
LEI Number: 213800AF85VEZMDMF931
(The “Company”)

Change of Investment Advisor

3 June 2019

Further to the announcement on 3 April 2019 regarding the proposed investment
policy change, the Board of AXA Property Trust Limited (the “Company”) is
pleased to announce the appointment of Worsley Associates LLP (“Worsley”)
as its new investment advisor, effective immediately.

The Investment Advisory Agreement, which is governed by the laws of England
and Wales, has an initial term of two years (the "Initial Term"), with either
Worsley or the Company being able to terminate the agreement by giving 12
months’ notice after the first anniversary of the date of the agreement, and
thereafter on a rolling 12 months’ notice basis. Following the Initial Term,
on giving the requisite 12 months’ notice there is no compensation on
termination (save in respect of any payment made in lieu of notice where
Worsley and the Company agree to terminate the Investment Advisory Agreement
on less than 12 months' notice). In addition, the Company and Worsley may
terminate the Investment Advisory Agreement in certain limited circumstances.

Pursuant to the Investment Advisory Agreement, Worsley is entitled to an
annual advisory fee of 1.25 per cent. of the Company's Net Asset Value, to the
extent that the Company’s Net Asset Value is £40 million or less, but
subject to a minimum fee of £150,000 per annum. If the Company’s Net Asset
Value exceeds £40 million, the Company will pay Worsley a fee equal to 1.25
per cent. of £40 million and 1.00 per cent. of the amount by which the
Company's Net Asset Value exceeds £40 million.

Entering into the Investment Advisory Agreement constituted a "smaller related
party transaction" for the purposes of the Listing Rules. The Board, having
been so advised by the Company's sponsor, Shore Capital, considers the terms
of the Investment Advisory Agreement to be fair and reasonable so far as the
Shareholders are concerned. Shareholders should note that, owing to his role
as a principal of Worsley, Blake Nixon did not vote on any Board resolutions
relating to, and did not take part in the Board's consideration of this
related party transaction.

Enquiries:

Blake Nixon (Director)
Tel:       020 38732288

Shore Capital (Financial Adviser and Broker)
Robert Finlay
Tel:        020 76016100

Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court,
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel:        01481 745001



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