HBOS UK ICVC Accounts - 31Jan17reference.scottishwidows.co.uk/docs/49131.pdf · The HBOS UK...

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HBOS UK Investment Funds ICVC Annual Report and Financial Statements for the year ended 31 January 2017 INVESTMENTS.

Transcript of HBOS UK ICVC Accounts - 31Jan17reference.scottishwidows.co.uk/docs/49131.pdf · The HBOS UK...

HBOS UK Investment Funds ICVC Annual Report and Financial Statements

for the year ended 31 January 2017

INVESTMENTS.

Investments

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49131

Halifax (SW)

HBOS UK Investment Funds ICVC Annual Long Report

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

ContentsIntroduction* 1

Director's Report and Statement* 2

Independent Auditors' Report 8

Statement of the Authorised Corporate Director's (ACD's) Responsibilities 10

Statement of the Depositary's Resposibilities and Reports of the Depostary 10

Investment markets overview*, Comparative table, Material portfolio changes*, Portfolio statement*, Securities Financing Transactions (SFT) and Financial statements:

Corporate Bond Fund 11

UK Equity Income Fund 27

UK FTSE 100 Index Tracking Fund 45

UK FTSE All-Share Index Tracking Fund 60

UK Growth Fund 85

Notes to the Financial Statements 109

Distribution Tables 135

Additional Information* 149

*Collectively, these comprise the Authorised Corporate Director's Report.

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Introduction

Annual Report and Financial Statements

About the Company

The Corporate Bond Fund was launched on 11 September 2002.

The following four Funds were launched on 3 November 2000 following the conversion of four existing unit trusts:

UK Equity Income FundUK FTSE 100 Index Tracking FundUK FTSE All-Share Index Tracking FundUK Growth Fund

We are pleased to present the Annual Report and Financial Statements for the HBOS UK Investment Funds ICVC (“the Company”) for the year ended 31January 2017. The financial statements have been prepared on an individual basis for all Funds as permitted by the Financial Conduct Authority's (''theFCA'') Collective Investment Schemes Sourcebook (“the COLL Sourcebook”).

As required by the COLL Sourcebook, information for each of the five Funds has also been included.

The HBOS UK Investment Funds ICVC is an Open-Ended Investment Company (“OEIC”) with variable capital incorporated in England and Wales andauthorised by the Financial Conduct Authority “the FCA” (previously the Financial Services Authority “the FSA”) with effect from 20 September 2000. TheCompany is managed by HBOS Investment Fund Managers Limited, the Authorised Corporate Director (“the ACD”), who is responsible for the day to dayrunning of the Company including the preparation of interim and annual reports. The property of the Company is entrusted to State Street Trustees Limited(“the Depositary”).

The objective of the Company is to invest the Scheme Property in transferable securities, money market instruments, cash and near cash, Derivatives andforward transactions, deposits and units (as defined in the Sourcebook) in collective investment schemes in accordance with the COLL Sourcebook, withthe aim of spreading investment risk and giving its Shareholders the benefit of the results of the management of that property. The Shareholders are notliable for the debts of the Company.

The Company is a UCITS scheme operating in accordance with the COLL Sourcebook and is structured as an umbrella company, as defined in the Open-Ended Investment Company Regulations 2001 (“the OEIC Regulations”), in that it currently contains five Funds, each with different investment objectives.New Funds may be established from time to time by the ACD with the approval of the FCA. Within the financial statements there is an investment reviewfor each Fund as at 31 January 2017, which includes details of the investment objectives.

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The investment objective of the Fund has been updated to make it clear that the Fund will invest predominantly in a portfolio of securities in U.K.companies while seeking to deliver performance over the long term, before deduction of management fees, in excess of the FTSE All Share Index witha similar level of overall volatility.

With effect on and from 18 March 2016, an additional 0.18 basis points on the entire daily net asset value of each Fund in the HBOS UK InvestmentsFunds ICVC will be payable to the Depositary.

A letter dated 19 February 2016 was sent from the ACD to the shareholders of the Company notifying them of the intention to close the ScottishWidows Share Classes 1, 2, 3 and 4 and with effect from 26 May 2016 these Share Classes were removed from the Prospectus of the Company.

With effect from 17 August 2016, we have revised the investment objective and policy of the UK Growth Fund and UK Equity Income Fund (each aFund) in order to clarify each Fund’s investment strategy. The changes to the description of the investment objective and policy of the Funds areintended to give greater clarity to investors on how the Funds are managed.

UK Growth Fund

The investment objective of the Fund has been updated to make it clear that the Fund will invest predominantly in U.K. companies while seeking todeliver performance over the long term, before deduction of management fees, in excess of the FTSE All Share Index with a similar level of overallvolatility.

The investment policy of the Fund now makes it clear that the Fund will seek to achieve its objective by investing predominantly in a portfolio ofcompanies which are part of the FTSE All Share Index. The updated policy also makes it clear that there is limited scope for the Fund to take positionsaway from the FTSE All Share Index, which means there are limitations on the extent to which the Fund’s investment in various sectors may differ tothe FTSE All Share Index. These limited positions can be more than is held in the FTSE All Share Index (overweight) or less than is held in the FTSEAll Share Index (underweight).

UK Equity Income Fund

During the year there have been a number of changes to the Company. These changes are detailed below in the section Prospectus changes.

- the Depositary’s functions;- the Depositary’s liability;- the Depositary’s ability to delegate; and- any conflict of interest that may exist

The Depositary’s fee has also been amended as a result of the additional responsibility.

Prospectus changes

During the year and up to the date of this report, the following changes were made to the Company and therefore the following changes were reflected inthe Prospectus of HBOS UK Investment Funds ICVC:

With effect from 17 March 2016, the Depositary section of the Prospectus of the Company was updated to include certain regulatory changes andamendments required under UCITS V. The amendments made related to the responsibility of the Depositary in respect of:

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement

Director's Report

HBOS Investment Fund Managers Limited is the Authorised Corporate Director (“the ACD”) and Registrar for the HBOS UK Investment Funds ICVC.HBOS Investment Fund Managers Limited is authorised and regulated by the Financial Conduct Authority (“the FCA”). The ACD is the sole director.

The HBOS UK Investment Funds ICVC is an Open-Ended Investment Company with variable capital under Regulation 12 (Authorisation) of the Open-Ended Investment Companies Regulations 2001. It is a UCITS scheme and is structured as an umbrella scheme with five Funds. The shareholders arenot liable for any debts of the Company.

The assets of each Fund are separate from those of every other Fund and are invested in accordance with the investment objective and investment policyapplicable to that Fund. The investment objective for each of the five Funds, together with the ACD's policy for achieving those objectives and a review ofthe investment activities during the year, is set out in the respective investment market overview in this report.

The assets of each Fund belong exclusively to that Fund and shall not be used or made available to discharge (directly or indirectly) the liabilities of, orclaims against, any other person or body, including the Company and any other Fund and shall not be available for such purpose.

Whilst the provisions of the OEIC Regulations provide for segregated liability between Funds, the concept of segregated liability is relatively new.Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known whether a foreign court wouldgive effect to the segregated liability and cross-investments provisions contained in the OEIC Regulations. Therefore, it is not possible to be certain thatthe assets of a Fund will always be completely insulated from the liabilities of another Fund of the Company in every circumstance.

New Funds may be established from time to time by the ACD with the approval of the FCA and Depositary.

The ultimate parent undertaking of the ACD is Lloyds Banking Group plc.

The statement of the ACD's Responsibilities is set out on page 10 of this report. The names and addresses of the ACD, the Depositary, the Investment Adviser, the Registrar and the Auditors can be found on page 149 of this report.

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement (continued)

Holdings in other Sub-Funds of the Company

http://reference.scottishwidows.co.uk/docs/groupremun.pdf.

The investment policy of the Fund now makes it clear that the Fund will seek to achieve its objective by investing predominantly in a portfolio ofcompanies which are part of the FTSE All Share Index.

As part of this, the Investment Adviser will seek to identify companies that are forecast to provide higher than average dividend yields and to achievelong term capital growth. The Fund will then seek to hold more in these companies in comparison to the FTSE All Share Index. This means that, whilethe Fund will hold a large number of securities in common with the FTSE All Share Index, the weighting of any one security may be significantlydifferent to the FTSE All Share Index.

- consistent with and promote sound and effective risk management;

- include fixed and variable components of remuneration including salaries and discretionary pension benefits (although the policy is not to offerdiscretionary pension benefits).

The ACD considers the Remuneration Policy to be appropriate to the size, internal organisation and the nature, scope and complexity of the ACD’sactivities.

Up-to-date details of the Remuneration Policy, including but not limited to a description of how remuneration benefits are calculated, are available athttp://reference.scottishwidows.co.uk/docs/groupremun.pdf. The identities of the members of the remuneration committee, together with informationabout membership, meetings and principal matters considered, as well as advice to the remuneration committee, are available in the most recentDirectors’ Remuneration Report, which is available from http://www.lloydsbankinggroup.com/Investors/annual-reports/. Paper copies of thesedocuments will be made available free of charge on request.

- provide a clear link between pay and performance;- attract and retain staff of the highest calibre;

The Fund is limited in the extent to which it can hold more (overweight) or less (underweight) in sectors relative to the FTSE All Share Index, but aimsto be overweight in sectors which are expected to provide a higher than average dividend yield. The dividend yield is calculated by dividing the annualdividend paid in respect of a security by its share price.

We have also decided to reduce the annual management charge in respect of the Class C share class of the Funds from 1.5% to 1.35% and theClass D share class in the UK Equity Income Fund from 1.5% to 1.35%. All of the above changes to each Fund were implemented with effect from 17August 2016.

With effect from 17 August 2016, the Prospectus of the Company was also updated to include a new Strategy Risk explaining that the investmentpolicy of the UK Growth Fund and UK Equity Income Funds is to invest predominantly in a portfolio of companies which are part of the FTSE All ShareIndex (the “Index”) therefore, performance, before charges, may fall and rise with the Index.

With effect from 17 August 2016, the Prospectus of the Company was updated to include details of our Remuneration Policy in accordance with therequirements of SYSC 19E of the FCA Handbook (UCITS Remuneration Code). These updates include a description of how remuneration andbenefits are calculated, the identities of the persons responsible for awarding remuneration and benefits and the composition of the remunerationcommittee.

The Remuneration Policy is designed to ensure that the ACD’s remuneration practices are:

- do not encourage risk taking and are consistent with the risk profiles, the trust deed or prospectus of the UCITS funds it manages;- do not impair the ACD’s compliance with its duty to act in the best interests of those funds; and

A copy of the Prospectus is available on request.

Remuneration disclosure

The Undertakings for Collective Investment in Transferable Securities V (UCITS V) Directive requires the annual report of UCITS funds to contain aremuneration disclosure. The requirements include disclosing the total amount of remuneration paid by the UCITS fund providers to its staff for thefinancial year, split into fixed and variable remuneration.

This section provides an analysis of remuneration awards made by Lloyds Banking Group (‘the Group’) to its UCITS Identified Staff, together with anexplanation of the Group’s remuneration policies, structure and governance.

Up-to-date details of the Remuneration Policy are available to be viewed at the following location:

As at 31 January 2017 there were no shares in sub-funds of the HBOS UK Investment Funds ICVC held by other sub-funds of the Company.

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement (continued)Quantitative remuneration disclosure

Senior management

Risk takers Control staffOther members

of staff with material impact

Total

£1,616,468 £1,042,144 £1,408,088 £0 £4,066,700

£958,761 £1,133,494 £1,041,628 £0 £3,133,883

n/a n/a n/a n/a n/a

£2,575,229 £2,175,638 £2,449,716 £0 £7,200,583

7 6 9 0 22

Quantitative UCITS disclosure

Aggregate Remuneration paid for the year ended 31 December 2016 to senior management and members of staff whose actions have a material

impact on the risk profile of the UCITS (Identified Staff)*1

Fixed remunerationVariable remunerationCarried interest

TOTAL

Number of Identified Staff*2

* 1 Excludes contractors as well as colleagues who receive remuneration in respect of their normal professional Group activities only and do not receiveany remuneration specifically in relation to UCITS activities. There are 8 additional individuals falling into this category for 2016.

* 2 For the first year of disclosure additional remuneration detail regarding colleagues who have not been categorised as Identified Staff but haveresponsibilities relating to the investment of the UCITS funds is not provided. The detail will be included for the 2017 remuneration disclosure.

Staff shown in the table above are employed by the Group in relation to activities relating to the management of UCITS funds and are subject to the Groupremuneration policy. They also perform other Group activities; no staff are directly employed by the UCITS. The investment management of the UCITS iscarried out by external investment advisors and the fees paid for these services are disclosed in the external investment advisor fees table.

Some individuals are subject to more than one regulatory regime, e.g. AIFMD, UCITS V, Solvency II and CRD IV, therefore the enhanced CRD IVregulatory requirements such as clawback apply.

*Fees are for the period 1 January 2016 to 26 May 2016 as Funds within the HBOS Global Investment Funds ICVC and HBOS UK & Fixed InterestInvestment Funds ICVC closed on 26 May 2016.

The table below shows the total net asset value of funds the Identified Staff are responsible for, specifically highlighting the proportion of the UCITSassets related to the HBOS UK Investment Funds ICVC.

62.08%20.06%2.03%

15.41%0.42%

External investment advisor fees

As at 31 December 2016 the assets under management for the UCITS were as follows:

% of total UCITSNet asset value £

Total: HBOS Investment Fund Managers Limited

HBOS UK Investment Funds ICVCHBOS Specialised Investment Funds ICVCHBOS Property Investment Funds ICVCHBOS International Investment Funds ICVCHBOS Actively Managed Portfolio Funds ICVC

20,114,690,152

12,487,670,4944,034,778,165

408,752,9263,099,517,051

83,971,516

100.00%

538,396455,696

47.56%1.72%

30.43%0.13%

14.96%2.82%2.38%

The table below is a summary of the annual management fees paid to external investment advisors for investment management services, for the year to31 December 2016, specifically highlighting the proportion of the fees related to the HBOS UK Investment Funds ICVC. These fees are paid by HBOSInvestment Fund Managers Limited.

Annual management fees paid to external investment advisers for the year to 31 December 2016 were:% of total UCITSNet asset value £

Total: HBOS Investment Fund Managers Limited

HBOS UK Investment Funds ICVCHBOS UK & Fixed Interest Investment Funds ICVC*HBOS Specialised Investment Funds ICVCHBOS Property Investment Funds ICVCHBOS International Investment Funds ICVCHBOS Global Investment Funds ICVC*HBOS Actively Managed Portfolio Funds ICVC

5,813,685327,935

9,086,793

100.00%19,107,423

25,6012,859,317

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement (continued)

Decision-making process for remuneration policy

Composition of the Remuneration Committee

Role of the relevant stakeholders

Link between pay and performance

Qualitative remuneration disclosure

The Group has a robust governance framework, with the Remuneration Committee reviewing all compensation decisions for Executive Directors,Senior Management, senior risk and compliance officers, high earners and any other Material Risk Takers (for CRD IV) and Identified Staff (forUCITS/AIFMD and Solvency II). This approach to governance is cascaded through the Group with the Executive Compensation Committee havingoversight for all other employees. Divisional Remuneration Committees, which include independent representation from control functions, provide anadditional layer of governance. Control function employees themselves are assessed and their remuneration determined by the appropriate ControlFunction Director, and oversight is provided by a Functional Remuneration Committee.

The Group’s remuneration policy is based on principles which are applicable to all employees within the Group and in particular the principle that thereward package should support the delivery of our strategic aim to be the best bank for customers whilst delivering long-term superior and sustainablereturns to shareholders. It fosters a performance-driven and meritocratic culture, encourages effective risk disciplines and is in line with relevantregulations and codes of best practice. The Group places great importance on ensuring that there is a clear link between remuneration and the Group’sbusiness strategy.

In the implementation of the remuneration policy all conflicts of interest must be avoided. Effective remuneration design and independent oversight of both the policy and related outcomes ensures that conflicts of interest are managed and that appropriate links exist between risk and reward.

The Remuneration Committee appoints independent consultants to provide advice on specific matters according to their particular expertise. During theyear, Deloitte LLP and Kepler, a brand of Mercer advised the Committee.

The members of the Committee during 2016 were Anita Frew (chair), Lord Blackwell, Alan Dickinson, Dyfrig John (until 11 May 2016), Stuart Sinclair(from 4 January 2016), Anthony Watson and Sara Weller.

For further information about meetings and principal matters considered as well as advice to the Committee please refer to the Directors’ RemunerationReport: http://www.lloydsbankinggroup.com/Investors/annual-reports

During 2016, the Committee has consulted extensively with a number of shareholders and key stakeholders, such as the Group’s main regulators, thePrudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). The Chair of the Remuneration Committee has also met with theGroup’s recognised unions. Formal consultation on the remuneration of Executive Directors is not undertaken with employees.

The Group conducts colleague surveys every six months to measure engagement and culture. The engagement survey includes specific questionsrelating to reward and discussions on the Group’s remuneration approach takes place with union representatives during the annual pay review cycle andon relevant employee reward matters.

Annual incentives are based on stretching financial targets and objectives in divisional/functional Balanced Scorecards which are aligned to the Group’sstrategy.

Long-term incentives are based on stretching performance objectives and targets in the Group Balanced Scorecard. This Balanced Scorecard is derivedfrom the Group’s operating plan which defines the financial and non-financial targets within the agreed risk appetite over a three year period.

An essential component of the Group’s approach to remuneration is the governance process that underpins it. The Group’s remuneration governancearrangements provide clear oversight and effective management of any potential conflicts of interest, ensuring that remuneration decision processes areconsistent with the Group’s risk appetite. This ensures that the policy is robustly applied and risk is managed appropriately.

The overarching purpose of the Remuneration Committee is to consider, agree and recommend to the Board an overall remuneration policy andphilosophy for the Group that is defined by, supports and is closely aligned to its long-term business strategy, business objectives, risk appetite andvalues and recognises the interests of relevant stakeholders. The Group has a conservative business model characterised by a risk culture founded onprudence and accountability. The remuneration policy and philosophy covers the whole Group, but the Committee pays particular attention to the topmanagement population, including the highest paid employees in each division, those colleagues who perform significant influence functions for the Group and those who could have a material impact on the Group’s risk profile.

The policy is intended to ensure that the Group’s remuneration proposition is both cost effective and enables us to attract and retain individuals of thehighest calibre, motivating them to perform to the highest standards. The objective is to align individual reward with the Group’s performance, the interestsof its shareholders, and a prudent approach to risk management. In this way, the requirements of the Group’s various stakeholders – its customers,shareholders, employees and regulators – are balanced. This approach is in line with the Investment Association’s principles on remuneration, ESMAguidance on remuneration, the PRA Rulebook and the FCA Handbook, as the policy seeks to reward long-term value creation whilst not encouragingexcessive risk-taking.

The use of a balanced scorecard approach to measure long-term performance enables the Remuneration Committee to assess the performance of theCompany and its senior executives in a consistent and performance-driven way. The Group’s remuneration policy supports the business values andstrategy, based on building long-term relationships with customers and employees and managing the financial consequences of business decisionsacross the entire economic cycle.

The Group’s approach to reward is intended to provide a clear link between remuneration and delivery of its key strategic objectives, supporting the aim ofbecoming the best bank for customers, and through that, for shareholders. To this end, the performance management process has been developed, withthe close participation of the Group’s Risk team, to embed performance measures across the Group’s reward structure which are challenging and reflectGroup and divisional achievement in addition to personal contribution.

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement (continued)Design and structure of remuneration processes

The overall policy objective is met by a focus on the particular aspects detailed below.

Base salary

Identified Staff receive base salaries which are reviewed annually, taking into account individual performance and market information.

Fixed share award

Annual bonus

Deferral, vesting and performance adjustment

Long-term incentives

Group Ownership Share plan awards are subject to malus and clawback as outlined in the previous section.

To ensure that the interests of Lloyds Banking Group and its employees are aligned with those of the shareholders, and that the approach to riskmanagement supports the interests of all stakeholders, a proportion of bonus above certain thresholds is deferred into Lloyds Banking Group Shares. Forall Identified Staff, bonus is deferred in line with the regulatory requirements. This deferred amount is subject to performance adjustment (malus) inaccordance with the Group’s Deferral and Performance Adjustment Policy. The application of performance adjustment will generally be considered when:

– there is reasonable evidence of employee misbehaviour, misconduct or material error or that they participated in conduct which resulted in losses forthe Group or failed to meet appropriate standards of fitness and propriety;– there is material failure of risk management at a Group, business area, division and/or business unit level;– the Remuneration Committee determines that the financial results for a given year do not support the level of variable remuneration awarded; and/or– any other circumstances where the Remuneration Committee or a Division or Function Remuneration Committee acting on their behalf considersadjustments should be made.

The Remuneration Committee reserves the right to exercise its discretion in reducing any payment that otherwise would have been earned, if they deemthis appropriate.

For Identified Staff who are also Material Risk Takers under CRD IV vested variable remuneration can be recovered up to seven years after the date ofaward in the case of a material or severe risk event (clawback). This period may be extended to ten years where there is an ongoing internal or regulatoryinvestigation. The option is used alongside other performance adjustment processes.

From 2017, the long-term incentive plan will be known as the Group Ownership Share plan. It is a core part of the reward strategy and an important toolfor aligning the Group’s reward strategy to the performance of the business. Through the application of carefully considered, stretching target measures,the Group can ensure that awards are forfeited or restricted where performance does not meet the desired level. This directly connects the financialreward for the executive and senior management team with the growth and prosperity of the Group and motivates them to demonstrate appropriatebehaviours across all areas of the business. The Group Ownership Share plan pays out in shares based on performance against Group financial andother non-financial strategic targets over a three year period.

Reward is delivered via a combination of fixed and variable remuneration. Taking into account the expected value of awards, the performance-relatedelements of pay make up a considerable proportion of the total remuneration package for Identified Staff, whilst maintaining an appropriate balancebetween the fixed and variable elements.

The fixed share award, made annually, delivers Lloyds Banking Group shares over a period of five years. It ensures that total fixed remuneration iscommensurate with the role and provides a competitive reward package, with an appropriate balance of fixed and variable remuneration, in line withregulatory requirements.

To ensure fairness for our shareholders, the total bonus outcome is subject to a limit of 10 per cent of pre-bonus underlying profit. For 2016, the bonusoutcome of £392.9 million is significantly below the limit of 10 per cent of underlying profit.

The Remuneration Committee reviewed performance in depth to determine ratings for the Group and each division, including consideration of risk mattersarising in 2016. The overall rating for the Group was Strong plus. Collective performance adjustment consideration was given to items not factored into theGroup Underlying Profit or divisional/functional Balanced Scorecards. These included the provisions for legacy conduct-related matters relevant to theyear. As a result of these items, the Remuneration Committee approved an overall adjustment of approximately 19 per cent, resulting in a final bonusoutcome of £392.9 million.

Awards are based upon individual contribution, overall Group results and divisional/functional Balanced Scorecard ratings. Opportunity is driven by Groupperformance based on Underlying Profit, together with divisional/functional achievement and individual performance. Stretching objectives relevant toimproving overall business performance and aligned with the Group’s strategy are contained in Balanced Scorecards and are grouped under the followingheadings: Customer, People, Control Environment, Building the Business and Finance.

Identified Staff are eligible to be considered for an annual bonus. The annual bonus plan is designed to reflect specific goals linked to the performance ofthe business.

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Director's Report and Statement (continued)Group Ownership Share plan performance measures

Governance and risk management

The Remuneration Committee’s terms of reference are available from the Company Secretary and are also displayed on the Group’s website,www.lloydsbankinggroup.com. These terms are reviewed each year to ensure continued compliance with the remuneration regulations.

During 2016 the Remuneration Committee consulted widely with various shareholders on the topic of performance measures and sharing the growth inthe Group appropriately between shareholders and management. The awards made in 2017 are based on the Group’s performance against the followingkey measures: Economic Profit (25%), Total Shareholder Return (30%), Cost: Income ratio (10%) and strategic measures (35%). Any shares released aresubject to a further holding period in line with regulatory or market practice.

In addition to setting the overall remuneration policy and philosophy for the Group, the Remuneration Committee ensures that colleagues who could havea material impact on the Group’s risk profile are provided with appropriate incentives and reward to encourage them to enhance the performance of theGroup and that they are recognised for their individual contribution to the success of the organisation, whilst ensuring that there is no reward for excessiverisk taking. The Remuneration Committee works closely with the Risk Committee in ensuring the bonus outcome is moderated. The two Committeesdetermine whether the proposed bonus outcome and performance assessments adequately reflect the risk appetite and framework of the Group; whetherit took account of current and future risks; and whether any further adjustment is required or merited. The Group and the Remuneration Committee aredetermined to ensure that the aggregate of the variable remuneration for all colleagues is appropriate and balanced with the interests of shareholders andall other stakeholders.

25 May 2017

DirectorHBOS Investment Fund Managers Limited

Director's Statement

In accordance with the rules in the Collective Investment Schemes Sourcebook as issued and amended by the Financial Conduct Authority, I herebyapprove the report and financial statements on behalf of the Authorised Corporate Director of the HBOS UK Investment Funds ICVC.

Ronald Taylor

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

● give a true and fair view of the financial position of the Company and each of the sub-funds as at 31 January 2017 and of the net revenue and the netcapital gains on the scheme property of the Company and each of the sub-funds for the year then ended; and

● have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, the Statement of Recommended Practicefor Authorised Funds, the Collective Investment Schemes Sourcebook and the Instrument of Incorporation.

What we have audited

● the balance sheet as at 31 January 2017;● the statement of total return for the year then ended;● the statement of change in net assets attributable to shareholders for the year then ended;● the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information; and● the distribution tables.

Opinions on matters prescribed by the Collective Investment Schemes Sourcebook

● we have obtained all the information and explanations we consider necessary for the purposes of the audit; and● the information given in the Authorised Corporate Director’s Report for the financial year for which the financial statements are prepared is consistent

with the financial statements.

● proper accounting records have not been kept; or● the financial statements are not in agreement with the accounting records and returns.

As explained more fully in the Statement of the Authorised Corporate Director's Responsibilities Statement set out on page 10, the Authorised CorporateDirector is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

In our opinion:

Under the Collective Investment Schemes Sourcebook we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit Our responsibilities and those of the Authorised Corporate Director

Other matters on which we are required to report by exception Propriety of accounting records and information and explanations received

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing(UK & Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the Company’s shareholders as a body in accordance with paragraph 4.5.12 of theCollective Investment Schemes Sourcebook as required by paragraph 67(2) of the Open-Ended Investment Companies Regulations 2001 and for noother purpose.

We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or intowhose hands it may come save where expressly agreed by our prior consent in writing.

The financial reporting framework that has been applied in their preparation is United Kingdom Generally Accepted Accounting Practice (United KingdomAccounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and applicable law), theStatement of Recommended Practice ‘Financial Statements of UK Authorised Funds’ issued by the Investment Management Association (the “Statementof Recommended Practice for Authorised Funds”), the Collective Investment Schemes Sourcebook and the Instrument of Incorporation.

In applying the financial reporting framework, the Authorised Corporate Director has made a number of subjective judgements, for example in respect ofsignificant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Independent Auditors' Report to the Shareholders of HBOS UK Investment Funds ICVC ("the Company")

In our opinion, HBOS UK Investment Funds ICVC's financial statements, (the ''financial statements of the Company''):

HBOS UK Investment Funds ICVC (the “Company”) is an umbrella fund with a number of sub-funds. The financial statements of the Company, includedwithin the Annual Report comprise the financial statements of each of the sub-funds, which are prepared by HBOS Investment Fund Managers Limited(the "Authorised Corporate Director"), and comprise for each of the sub-funds:

Report on the financial statementsOur opinion

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HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

What an audit of financial statements involves

● whether the accounting policies are appropriate to the Company’s and each of the Company’s sub-funds circumstances and have been consistentlyapplied and adequately disclosed;

● the reasonableness of significant accounting estimates made by the Authorised Corporate Director; and● the overall presentation of the financial statements.

PricewaterhouseCoopers LLPChartered Accountants & Statutory Auditors Edinburgh

25 May 2017

Independent Auditors' Report to the Shareholders of HBOS UK Investment Funds ICVC ("the Company") (continued)

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit involves obtainingevidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free frommaterial misstatement, whether caused by fraud or error.

This includes an assessment of:

We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, andevaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financialstatements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us inthe course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for ourreport.

The maintenance and integrity of the Scottish Widows (www.scottishwidows.co.uk) website is the responsibility of the Authorised Corporate Director; thework carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changesthat may have occurred to the financial statements since they were initially presented on the website.Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

9

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Statement of the Authorised Corporate Director's (ACD's) Responsibilities

● select suitable accounting policies and then apply them consistently;

● make judgments and estimates that are reasonable and prudent;

● comply with the requirements of the Statement of Recommended Practice relating to the Financial Statements of Authorised Funds issued by theInvestment Management Association in May 2014;

● follow generally accepted UK accounting principles and applicable UK accounting standards; and

● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in operation.

i) has carried out the issue, sale, redemption and cancellation, and calculation of the price of the Company's shares and the application of theCompany's revenue in accordance with COLL Sourcebook and, where applicable, the OEIC Regulations, the Instrument of Incorporation andProspectus of the Company, and;

ii) has observed the investment and borrowing powers and restrictions applicable to the Company.

Having carried out such procedures as we consider necessary to discharge our responsibilities as Depositary of the Company, it is our opinion, based onthe information available to us and the explanations provided, that in all material respects the Company, acting through the Authorised Corporate Director:

State Street Trustees Limited

Statement and Reports

Statement of the Depositary's Responsibilities in respect of the Scheme and Reports of the Depositary to the Shareholders of the HBOS UK Investment Funds ICVC (“the Company”)

The rules in the Collective Investment Schemes Sourcebook issued by the Financial Conduct Authority ("the FCA") require the ACD to prepare financialstatements for each accounting period which give a true and fair view of the financial position of the Company and of the net revenue and net gains andlosses on the property of the Company for the year then ended. In preparing the financial statements the ACD is required to:

The ACD is responsible for keeping proper accounting records and for the management of the Company in accordance with its Instrument ofIncorporation, the Prospectus and the FCA Rules.

The ACD has general responsibility for taking such steps as are reasonably open to it to prevent and detect fraud and other irregularities.

Statement of the Depositary's responsibilities in respect of the Scheme

The Depositary is responsible for the safekeeping of all of the property of the Company (other than tangible moveable property) which is entrusted to itand for the collection of revenue that arises from that property.

It is the duty of the Depositary to take reasonable care to ensure that the Company is managed in accordance with the Financial Conduct Authority'sCollective Investment Schemes Sourcebook (COLL), as amended, the Open-Ended Investment Companies Regulations 2001 (SI 2001/1228), asamended ("the OEIC Regulations"), the Company's Instrument of Incorporation and Prospectus, in relation to the pricing of, and dealings in, shares in theCompany; the application of revenue of the Company; and the investment and borrowing powers applicable to the Company.

Reports of the Depositary to the shareholders of the HBOS UK Investment Funds ICVC (''the Company'') for the year to 31January 2017

10

25 May 2017

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Corporate Bond FundInvestment markets overview

Investment objective

Investment policy

UCITS scheme

Synthetic risk and reward profile

1 2 3 4 5 6 7

Investment review

Performance 01/02/16 01/02/15 01/02/14 01/02/13 01/02/12to 31/01/17 to 31/01/16 to 31/01/15 to 31/01/14 to 31/01/13

% % % % %8.64 (2.64) 11.36 4.26 12.14

The early part of the review period proved volatile for credit markets. As slower global growth was priced in, developed market government bonds werethe safe haven causing government bond yields to fall materially. Credit spreads however, continued to widen and overall returns from corporate bondswere negative. Markets received a significant boost from European Central Bank (ECB) actions in March. The introduction of further monetary easing andnew measures including a corporate bond buying programme had a very positive impact, causing credit spreads in all the major markets to tightensignificantly.

* As disclosed in the key investor information document dated 13 January 2017.

Corporate Bond Fund

The investment objective of the Corporate Bond Fund is to provide an above average income from a diversified portfolio of interest bearing securities.

The portfolio is invested primarily in a wide range of investment grade interest bearing securities, principally sterling and euro denominated, offering ayield in excess of the FTSE FTA Government Securities All Stocks Index. If the FTSE FTA Government Securities All Stocks Index is discontinued or thebasis of compilation of that index is changed, another index or basis which (as nearly as possible) will give a similar result to that which would have beenthe case but for the discontinuance or change will be used.

Derivatives may be used for efficient portfolio management purposes only.

There are several different ways of measuring risk. The table below uses an industry standard measure of fund risk based on measuring a fund's volatilityusing its returns over the past five years. Volatility is generated by both rising and falling prices. Volatility doesn't tell you how much a fund has lost orgained; it indicates how volatile its returns were historically. The Fund's ranking may change over time and may not be a reliable indication of its futurerisk profile.

This is a separate measure to the fund Risk Profiles we used to determine our investment portfolios (where we used our own methodology to take anoverall look at the funds' risks and aims and group our funds into Cautious/Medium, Medium, Medium/Adventurous, Adventurous Profiles).

In the wake of Britain’s European Union membership referendum – a vote to exit the EU - the 10-year gilt yield reached a historic low of 0.87% by 30 June2016. Corporate bonds were weak in June but market pricing in July suggested a reassessment of the policy response to a likely sharp slowdown in theUK economy and the knock-on effects to developed markets’ confidence around the world. This manifested itself in a strong rally from both governmentbond yields and credit spreads. Corporate bonds continued to perform strongly throughout the remainder of 2016. The outcome of the EU referendumwas swiftly brushed aside by investors who preferred to focus on the shorter term news flow which included a further easing of monetary policy by theBank of England (BoE). While sterling was weak, reflecting those policy decisions and the increased likelihood of a slowdown in economic activity, UKrisk assets, including investment grade bonds performed very strongly.

The Fund would qualify as a UCITS scheme operating under Chapter 5 of the COLL Sourcebook if it were in itself an Open-Ended Investment Companyin respect of which an authorisation order made by the FCA were in force. Not more than 10% of the scheme property may consist of units in collectiveinvestment schemes.

Typically lower rewards,lower risk

Typically higher rewards,higher risk

Source: Financial Express after 1 February 2013 and Morningstar for previous years.Basis: Percentage growth, total return Share Class C (gross of annual management charge), published prices at 12.00pm.Past performance is not a guide to future performance. The value of an investment and the revenue from it may go up and down and you may get backless than invested.

The Fund is ranked at 3* because it has experienced low to medium levels of volatility over the past 5 years.

11

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Corporate Bond FundInvestment markets overview (continued)

February 2017Aberdeen Asset Investments Limited

Credit spreads are now trading at close to fair value in most sectors. The benign economic environment is supportive, however, as are the supply anddemand characteristics of the market. As a result a small long position remains appropriate. We expect 2017 to be a year of low returns in many assetclasses and preserving capital will be as important as ever. The Fund remains long of credit risk as investment grade bonds still appear relativelyattractively priced and short of interest rate risk as a trend to gradually rising yields is likely through 2017. However, we do not anticipate either asignificant or prolonged sell-off in bonds as the global economic outlook remains benign.

Fund outperformance against the benchmark was largely driven by stock selection, although an overall long position in credit was also beneficial.Overweight positions in utilities EDF and EON and exposure to Australian miner BHP helped performance. In its August meeting, the BoE announced acorporate bond-buying programme. This resulted in outperformance by UK domiciled credit and the Fund benefited from exposure to this area of themarket. On the negative side, a short position in RWE debt detracted from returns as its bonds recovered following an announcement to break up thebusiness.

Some exposure to US dollar denominated corporate bonds was added to the Fund and performed very well, especially in the period immediately after theUS election. Trading activity was above average towards the end of 2016 as market liquidity improved and volatility increased. Some of the moreinteresting trades included purchases of new deals issued by Verizon and Thames Water, all of which were attractively priced. Sales included a reductionin Italian risk ahead of the referendum on the country’s constitution and a reduction in exposure to UK engineering company GKN which has some risks ofa rating downgrade.

Investment review (continued)

As the review period wore on inflationary risks once again came into focus. Following the success of Donald Trump in the US presidential election,inflationary risks are perceived to have further increased and both equity and bond markets responded accordingly. Corporate bond markets were strong,credit risk premiums (spreads) fell as investors added risk once again. It was also notable that central banks such as the ECB and the BoE also boughtsignificant amounts of bonds. Bonds issued by financial institutions were amongst the strongest performers in the final quarter of the year. Spreadstightened further in January 2017 as investor demand remained robust. Government bond yields moved higher however, as inflation risks were priced inand total returns from bonds were consequently modestly negative.

The uncertain economic outlook resulted in considerable volatility within the corporate bond market. Credit exposure was generally focused on higher betaareas of the market such as insurance, basic industries and telecoms. Bonds issued by banks and insurers were amongst the key overweight positionswithin the Fund. As the period wore on, our positioning shifted from high yield to investment grade credit and the overall market risk of the Fund wasreduced.

12

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table

Share Class B

Change in net assets per shareOpening net asset value per shareReturn before operating charges*¤Operating chargesReturn after operating charges*¤Distributions¤Retained distributions on accumulation shares¤Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class C

Change in net assets per shareOpening net asset value per shareReturn before operating charges*¤Operating chargesReturn after operating charges*¤Distributions¤Retained distributions on accumulation shares¤Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges^

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

1.01 1.02 1.02

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

3.00 (0.60) 3.61(0.26) (0.25) (0.24)

31/01/17(p)

31/01/16(p)

31/01/15(p)

31.61

12,656

32.73 29.63

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.^The return after charges figure is calculated as the return after operating charges per share divided by the opening net asset value per share. This isdifferent to the performance return stated in the Investment Market Review which is sourced from Financial Express and based on daily published prices.¤Following the issue of IA Circular 349-16 on 6 October 2016, the distribution is reflected gross and the retained distribution is reflected net, the overalleffect is the amount of tax withheld and paid to HMRC. This restatement has an effect on the Return before operating charges figure. Prior year figures arerestated to reflect this change.

2.74 (0.85) 3.37(1.35) (1.37) (1.35)

0.78% 0.78% 0.78%

14,568 14,360

0.00% 0.00%

Corporate Bond Fund

8.68% (2.59%) 11.38%

- - -

34.08 31.61 32.731.08 1.10 1.08

0.00%

42,751,000 45,426,000 38,666,000

31/01/17(p)

31/01/16(p)

31/01/15(p)

¤Following the issue of IA Circular 349-16 on 6 October 2016, the distribution is reflected gross and the retained distribution is reflected net, the overalleffect is the amount of tax withheld and paid to HMRC. This restatement has an effect on the Return before operating charges figure. Prior year figures arerestated to reflect this change.

2.99 (0.59) 3.62(0.35) (0.33) (0.32)

31.61 32.79 29.75

35.79 32.86 32.7330.98 31.33 29.58

- - -

2,274,659,000 2,455,005,000 2,605,135,000

34.00 31.61 32.79

2.64 (0.92) 3.30(1.26) (1.28) (1.28)

773,444 775,985 854,317

8.34% (2.80%) 11.09%

30.97 31.37 29.69

1.03% 1.03% 1.03%0.00% 0.00% 0.00%

35.74 33.13 32.79

HBOS UK Investment Funds ICVC

13

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)Corporate Bond Fund

HBOS UK Investment Funds ICVC

Share Class D

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class E

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

22.00

3,622,342,000 3,942,799,000 4,261,394,000848,917 885,067 1,025,097

24.2522.48 22.52

1.03%

(2.83%) 10.95%

25.01 24.31

1.03% 1.03%0.00% 0.00% 0.00%

31/01/17(p)

31/01/16(p)

31/01/15(p)

22.45 24.06 22.552.11 (0.44) 2.71

(0.24) (0.24) (0.24)

2.66(0.18) (0.18) (0.18)

1.87 (0.68) 2.47

- - -

23.44 22.45 24.06(0.88) (0.93) (0.96)

8.35%

584,785,000 631,727,000 682,582,000134,718 139,396 161,408

1.90 (0.61) 2.48

31/01/17(p)

31/01/16(p)

31/01/15(p)

22.07 23.65 22.17

(0.93) (0.97) (1.00)

2.08 (0.43)

23.04 22.07 23.65

8.59% (2.58%) 11.18%

- - -

0.78% 0.78% 0.78%0.00% 0.00% 0.00%

24.59 23.90 23.8521.62 22.11 22.14

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

14

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)Corporate Bond Fund

HBOS UK Investment Funds ICVC

Share Class I

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#∆Direct transaction costs~

PricesHighest share priceLowest share price

Share Class SW1**

Change in net assets per shareOpening net asset value per shareReturn before operating charges*¤Operating chargesReturn after operating charges*¤Distributions¤Retained distributions on accumulation shares¤

Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

**Share class closed on 26 May 2016.¤Following the issue of IA Circular 349-16 on 6 October 2016, the distribution is reflected gross and the retained distribution is reflected net, the overalleffect is the amount of tax withheld and paid to HMRC. This restatement has an effect on the Return before operating charges figure. Prior year figures arerestated to reflect this change.

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

9.44% (1.83%)

31/01/17(p)

31/01/16(p)

31/01/15(p)

0.00% 0.00% 0.00%0.00% 0.00% 0.00%

1,110,222,679 1,209,447,679 1,315,262,679

25.05 24.19 24.3122.01 22.51 22.53

∆Fees are payable by institutional investors in this share class to the ACD outside the Fund.

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

12.00%

31/01/17(p)

31/01/16(p)

31/01/15(p)

22.46 24.07 22.56

(1.13) (1.17) (1.20)

2.12 (0.44) 2.71- - -

2.12 (0.44) 2.71

(0.77) (3.04) (3.04)0.61 2.43 2.43

- - -

23.45 22.46 24.07

75.44 78.28 70.88

Return to shareholder as a result of class closure (77.60) - -

260,313 271,612 316,558

- 75.44 78.28

2.32 (2.23) 8.01

78.12 79.09 78.2873.91 74.86 70.89

0.00% 0.00% 0.00%- 1.05% 1.05%

57 59

- (2.85%) 11.30%

- 75,000 75,000

- - -

-

2.32 (1.43) 8.78- (0.80) (0.77)

15

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)Corporate Bond Fund

HBOS UK Investment Funds ICVC

Share Class SW3**

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income shares

Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

#Operating charges are representative of the ongoing charges figure.**Share class closed on 26 May 2016.

59.82 63.03 62.8657.02 58.27 58.38

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.

0.00% 0.00% 0.00%

- 45,000 45,000- 1.05% 1.05%

- 26 28

- (2.84%) 10.88%

Return to shareholder as a result of class closure (59.40) - -- 58.20 62.37

- - -

1.79 (1.77) 6.36(0.59) (2.40) (2.47)

1.79 (1.14) 6.99- (0.63) (0.63)

31/01/17(p)

31/01/16(p)

31/01/15(p)

58.20 62.37 58.48

16

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Corporate Bond FundMaterial portfolio changes

Cost ProceedsMajor purchases £'000 Major sales £'000 UK Long Gilt Bond Futures June 2016 186,805 UK Long Gilt Bond Futures March 2016 188,441UK Long Gilt Bond Futures December 2016 174,813 UK Long Gilt Bond Futures June 2016 186,362UK Long Gilt Bond Futures September 2016 162,354 UK Long Gilt Bond Futures September 2016 175,575UK Long Gilt Bond Futures March 2017 143,839 UK Long Gilt Bond Futures December 2016 164,553Aberdeen Liquidity Fund (Lux) - Sterling Fund◊ 61,285 UK Treasury 4.5% 07/09/2034 41,458UK Treasury 3.25% 22/01/2044 49,258 UK Treasury 3.25% 22/01/2044 36,460UK Treasury 4.5% 07/09/2034 40,244 General Electric Capital 6.5% 15/09/2067 25,637Verizon Communications 4.75% 17/02/2034 25,451 UK Treasury 1.5% 22/01/2021 19,586FirstGroup 8.75% 08/04/2021 23,469 UK Treasury 4.5% 07/12/2042 18,171UK Treasury 1.5% 22/01/2021 19,709 Mitchells & Butlers Finance (FRN) 0.97313% 15/12/2033 16,578

Purchases and sales of Futures have been included at the value of their exposure.◊Asset managed by the Fund's Investment Adviser.

17

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net AssetsEURO DENOMINATED BONDS (5.62%, 31/01/2016 7.46%) 5.62Corporate BondsABN AMRO Bank 2.875% 18/01/2028 EUR24,700,000 22,193 1.09AG Insurance 3.5% 30/06/2047 EUR2,600,000 2,182 0.11Agrokor 4.938% 08/08/2017 EUR3,500,000 2,990 0.15Allianz Finance II 5.75% 08/07/2041 EUR18,800,000 18,722 0.92Anheuser-Busch 2% 17/03/2028 EUR7,000,000 6,238 0.31HeidelbergCement 2.25% 03/06/2024 EUR4,424,000 4,035 0.20National Westminster Bank 1.831% Perpetual EUR7,500,000 5,890 0.29OI European 6.75% 15/09/2020 EUR6,767,000 7,006 0.34Royal Bank of Scotland 5.5% 23/03/2020 EUR10,100,000 10,071 0.50UBS 4.75% 12/02/2026 EUR4,000,000 3,758 0.19Unitymedia Hessen 5.75% 15/01/2023 EUR2,187,000 2,014 0.10Unitymedia Hessen 6.25% 15/01/2029 EUR7,900,000 7,651 0.38Volkswagen International Finance 5.125% Perpetual EUR10,550,000 9,854 0.48Volvo Treasury 4.85% 10/03/2078 EUR1,861,000 1,702 0.08Vonovia Finance 4% Perpetual EUR3,000,000 2,686 0.13Wind Acquisition Finance 4% 15/07/2020 EUR8,141,000 7,149 0.35

114,141 5.62

TOTAL EURO DENOMINATED BONDS 114,141 5.62

STERLING DENOMINATED BONDS (88.10%, 31/01/2016 89.13%) 88.10Corporate BondsAbbey National Treasury Services 1.875% 17/02/2020 GBP6,800,000 6,895 0.34Abbey National Treasury Services 5.25% 16/02/2029 GBP6,332,000 8,263 0.41Abbey National Treasury Services 3.875% 15/10/2029 GBP6,000,000 6,563 0.32ABN AMRO Bank 4.875% 16/01/2019 GBP13,000,000 14,021 0.69America Movil 5% 27/10/2026 GBP8,000,000 9,391 0.46America Movil 5.75% 28/06/2030 GBP10,000,000 12,368 0.61Amgen 5.5% 07/12/2026 GBP1,285,000 1,578 0.08Anglian Water Osprey Financing 7% 31/01/2018 GBP5,300,000 5,605 0.28Annington Finance No 4 1.53138% 10/01/2023 GBP7,958,000 8,002 0.39Annington Repackaging No 1 5.3236% 10/01/2023 GBP7,200,000 8,136 0.40APT Pipelines 3.5% 22/03/2030 GBP6,700,000 6,724 0.33AT&T 4.375% 14/09/2029 GBP5,000,000 5,475 0.27AT&T 4.25% 01/06/2043 GBP14,740,000 15,287 0.75AT&T 4.875% 01/06/2044 GBP11,700,000 13,255 0.65Aviva 6.625% 03/06/2041 GBP6,333,000 7,045 0.35Aviva 6.875% 20/05/2058 GBP8,150,000 9,531 0.47Aviva 5.9021% Perpetual GBP15,761,000 16,608 0.82Aviva 6.125% Perpetual GBP13,080,000 13,747 0.68AXA 5.453% Perpetual GBP24,927,000 25,993 1.28Bank of America 2.3% 25/07/2025 GBP12,400,000 12,062 0.59Bank of Scotland 9.375% 15/05/2021† GBP10,410,000 13,328 0.66Barclays Bank 10% 21/05/2021 GBP14,401,000 18,335 0.90Barclays Bank 7.125% Perpetual GBP6,967,000 7,533 0.37Barclays Bank 14% Perpetual GBP8,100,000 9,942 0.49BG Energy Capital 5% 04/11/2036 GBP7,500,000 9,798 0.48BHP Billiton Finance 3.25% 25/09/2024 GBP24,000,000 26,016 1.28BHP Billiton Finance 4.3% 25/09/2042 GBP3,000,000 3,603 0.18BHP Billiton Finance 6.5% 22/10/2077 GBP4,800,000 5,363 0.26Birmingham Airport Finance 6.25% 22/02/2021 GBP5,000,000 5,831 0.29BL Superstores Finance 5.578% 04/10/2030 GBP5,060,000 5,854 0.29BMW Finance 2.375% 01/12/2021 GBP3,092,000 3,237 0.16BP Capital Markets 4.325% 10/12/2018 GBP10,000,000 10,644 0.52BPCE 5.25% 16/04/2029 GBP9,000,000 9,715 0.48British Land 5.264% 24/09/2035 GBP10,000,000 11,839 0.58British Telecommunications 6.375% 23/06/2037 GBP6,170,000 9,065 0.45Brown-Forman 2.6% 07/07/2028 GBP2,420,000 2,424 0.12BUPA Finance 5% 08/12/2026 GBP6,000,000 6,249 0.31Centrica 5.25% 10/04/2075 GBP8,200,000 8,529 0.42

Corporate Bond FundPortfolio statement as at 31 January 2017

18

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

Corporate Bond FundPortfolio statement (continued)as at 31 January 2017

STERLING DENOMINATED BONDS (continued) 88.10Corporate Bonds (continued)Chorus 6.75% 06/04/2020 GBP7,600,000 8,786 0.43City Greenwich Lewisham Rail Link 9.375% 11/10/2020 GBP2,450,000 2,685 0.13Clydesdale Bank 4.625% 08/06/2026 GBP4,880,000 5,864 0.29Commonwealth Bank of Australia 1.125% 22/12/2021 GBP10,300,000 10,207 0.50Cooperatieve Centrale Raiffeisen-Boerenleenbank 6.91% Perpetual GBP15,000,000 18,426 0.91Co-operative 2011 7.5% 08/07/2026 GBP7,700,000 9,175 0.45Daily Mail & General Trust 6.375% 21/06/2027 GBP9,100,000 10,796 0.53Danske Bank 5.375% 29/09/2021 GBP9,216,000 9,714 0.48Deutsche Telekom International Finance 6.5% 08/04/2022 GBP3,000,000 3,722 0.18Digital Stout 4.25% 17/01/2025 GBP2,700,000 2,903 0.14DNB Bank 4.25% 27/01/2020 GBP14,000,000 15,305 0.75E.ON International Finance 6.375% 07/06/2032 GBP8,000,000 10,995 0.54EE Finance 4.375% 28/03/2019 GBP16,589,000 17,737 0.87Electricite de France 5.5% 27/03/2037 GBP9,000,000 11,088 0.55Electricite de France 5.5% 17/10/2041 GBP12,400,000 15,300 0.75Electricite de France 5.125% 22/09/2050 GBP17,000,000 20,589 1.01Electricite de France 6% Perpetual GBP16,200,000 15,636 0.77EMH Treasury 4.5% 29/01/2044 GBP4,800,000 5,751 0.28Enel Finance International 5.625% 14/08/2024 GBP1,100,000 1,319 0.07Enel Finance International 5.75% 14/09/2040 GBP5,882,000 7,520 0.37ESB Finance 6.5% 05/03/2020 GBP17,850,000 20,606 1.01FCE Bank 2.727% 03/06/2022 GBP4,450,000 4,574 0.23First Hydro Finance 9% 31/07/2021 GBP11,960,000 15,532 0.76FirstGroup 6.125% 18/01/2019 GBP5,218,000 5,674 0.28FirstGroup 8.75% 08/04/2021 GBP18,500,000 23,297 1.15Gatwick Funding 6.125% 02/03/2028 GBP6,000,000 7,665 0.38Gatwick Funding 4.625% 27/03/2036 GBP7,000,000 8,343 0.41General Electric Capital 4.875% 18/09/2037 GBP4,132,000 5,303 0.26GKN 5.375% 19/09/2022 GBP3,250,000 3,693 0.18GlaxoSmithKline Capital 5.25% 10/04/2042 GBP8,000,000 11,295 0.56Glencore Finance Europe 6% 03/04/2022 GBP6,300,000 7,184 0.35Grainger 5% 16/12/2020 GBP5,000,000 5,496 0.27Great Rolling Stock 6.875% 27/07/2035 GBP1,851,520 2,434 0.12Greene King Finance (FRN) 2.45313% 15/03/2036 GBP5,250,000 3,728 0.18HBOS Sterling Finance Jersey 7.881% Perpetual† GBP5,000,000 6,575 0.32Heathrow Finance 7.125% 01/03/2017 GBP3,000,000 3,015 0.15Heathrow Finance 5.75% 03/03/2025 GBP4,365,000 4,833 0.24Heathrow Funding 7.125% 14/02/2024 GBP10,180,000 13,025 0.64Heathrow Funding 4.625% 31/10/2046 GBP5,000,000 6,248 0.31Heathrow Funding 2.75% 09/08/2051 GBP2,960,000 2,667 0.13HSBC 6.375% 18/10/2022 GBP31,500,000 32,442 1.60HSBC 5.75% 20/12/2027 GBP16,169,000 18,507 0.91HSBC 6% 29/03/2040 GBP9,350,000 11,030 0.54HSBC Bank Capital Funding Sterling 1 5.844% Perpetual GBP23,362,000 26,638 1.31HSBC Bank Capital Funding Sterling 2 5.862% Perpetual GBP3,045,000 3,228 0.16Imperial Tobacco Finance 5.5% 28/09/2026 GBP11,638,000 14,254 0.70ING Bank 6.875% 29/05/2023 GBP8,620,000 9,177 0.45innogy Finance 6.5% 20/04/2021 GBP20,119,000 23,939 1.18innogy Finance 6.125% 06/07/2039 GBP8,000,000 11,099 0.55InterContinental Hotels 3.875% 28/11/2022 GBP12,948,000 14,049 0.69InterContinental Hotels 3.75% 14/08/2025 GBP7,600,000 8,220 0.41Intu Debenture 5.562% 31/12/2027 GBP4,583,537 5,296 0.26Intu Metrocentre Finance 4.125% 06/12/2023 GBP6,350,000 6,934 0.34Jaguar Land Rover Automotive 5% 15/02/2022 GBP12,400,000 13,485 0.66John Lewis 8.375% 08/04/2019 GBP5,390,000 6,168 0.30Kraft Heinz Foods 4.125% 01/07/2027 GBP5,000,000 5,475 0.27Legal & General 5.5% 27/06/2064 GBP4,200,000 4,053 0.20Lloyds Bank 7.625% 22/04/2025† GBP16,030,000 20,542 1.01Lloyds Bank 6.5% 17/09/2040† GBP14,645,000 22,659 1.12London Power Networks 5.125% 31/03/2023 GBP11,742,000 13,852 0.68

19

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

Corporate Bond FundPortfolio statement (continued)as at 31 January 2017

STERLING DENOMINATED BONDS (continued) 88.10Corporate Bonds (continued)London Power Networks 6.125% 07/06/2027 GBP9,550,000 12,573 0.62Manchester Airport Group Funding 4.125% 02/04/2024 GBP5,600,000 6,330 0.31Manchester Airport Group Funding 4.75% 31/03/2034 GBP4,900,000 6,066 0.30Marks & Spencer 3% 08/12/2023 GBP4,545,000 4,543 0.22Marks & Spencer 4.75% 12/06/2025 GBP11,050,000 12,198 0.60McDonald's 4.125% 11/06/2054 GBP5,000,000 5,670 0.28Mitchells & Butlers Finance 5.965% 15/12/2025 GBP979,430 1,086 0.05Mitchells & Butlers Finance (FRN) 0.97313% 15/12/2033 GBP2,664,000 1,985 0.10Motability Operations 5.375% 28/06/2022 GBP5,000,000 6,013 0.30Motability Operations 3.625% 10/03/2036 GBP4,400,000 4,943 0.24Motor 2016-1 1.3% 25/11/2025 GBP15,000,000 15,156 0.75National Westminster Bank 6.5% 07/09/2021 GBP8,830,000 10,106 0.50NGG Finance 5.625% 18/06/2073 GBP15,349,000 16,750 0.82NIE Finance 6.375% 02/06/2026 GBP4,515,000 5,963 0.29Northern Gas Networks Finance 5.875% 08/07/2019 GBP7,750,000 8,657 0.43Orange 8.125% 20/11/2028 GBP10,000,000 15,179 0.75Orange 5.75% Perpetual GBP3,950,000 4,148 0.20Orange 5.875% Perpetual GBP5,000,000 5,300 0.26Prudential 11.375% 29/05/2039 GBP3,670,000 4,429 0.22Prudential 5% 20/07/2055 GBP9,600,000 9,261 0.46Prudential 5.7% 19/12/2063 GBP8,000,000 7,989 0.39QBE Insurance 6.115% 24/05/2042 GBP11,126,000 11,944 0.59Repsol Oil & Gas Canada 6.625% 05/12/2017 GBP14,448,000 15,072 0.74Rio Tinto Finance 4% 11/12/2029 GBP15,385,000 17,387 0.86Rl Finance Bonds No 3 6.125% 13/11/2028 GBP3,000,000 3,134 0.15Rolls-Royce 3.375% 18/06/2026 GBP4,400,000 4,693 0.23RSA Insurance 5.125% 10/10/2045 GBP9,000,000 9,257 0.46Saint-Gobain 5.625% 15/11/2024 GBP13,500,000 16,533 0.81Scentre Group Trust 1/2 2.375% 08/04/2022 GBP8,800,000 9,066 0.45Scottish Amicable Finance 8.5% Perpetual GBP10,167,000 10,777 0.53Segro 6.75% 23/11/2021 GBP5,655,000 6,984 0.34Severn Trent Utilities Finance 6.125% 26/02/2024 GBP6,828,000 8,619 0.42SLM Student Loan Trust 2003-12 0.92688% 15/03/2038 GBP8,000,000 7,303 0.36Societe Generale 8.875% Perpetual GBP4,255,000 4,535 0.22Society of Lloyd's 4.75% 30/10/2024 GBP4,519,000 4,759 0.23Society of Lloyd's 7.421% Perpetual GBP13,565,000 13,779 0.68Southern Water Greensands Financing 8.5% 15/04/2019 GBP7,500,000 8,559 0.42SSE 3.875% Perpetual GBP8,300,000 8,304 0.41Stagecoach 4% 29/09/2025 GBP10,612,000 11,370 0.56Standard Chartered 5.125% 06/06/2034 GBP6,000,000 5,875 0.29Standard Chartered 4.375% 18/01/2038 GBP2,900,000 3,101 0.15Standard Chartered Bank 7.75% Perpetual GBP7,390,000 8,277 0.41Standard Life 6.75% Perpetual GBP17,637,000 19,741 0.97Svenska Handelsbanken 2.75% 05/12/2022 GBP15,000,000 15,905 0.78Swan Housing Capital 3.625% 05/03/2048 GBP3,400,000 3,502 0.17Swiss Reinsurance 6.3024% Perpetual GBP8,050,000 8,666 0.43Telecom Italia 6.375% 24/06/2019 GBP4,900,000 5,334 0.26Thames Water Kemble Finance 7.75% 01/04/2019 GBP10,000,000 11,227 0.55Thames Water Utilities Cayman Finance 5.375% 21/07/2025 GBP9,800,000 9,969 0.49Thames Water Utilities Cayman Finance 3.5% 25/02/2028 GBP3,000,000 3,280 0.16Thames Water Utilities Cayman Finance 2.625% 24/01/2032 GBP3,400,000 3,336 0.16Thames Water Utilities Cayman Finance 5.5% 11/02/2041 GBP4,340,000 6,169 0.30Thames Water Utilities Cayman Finance 7.738% 09/04/2058 GBP4,370,000 9,100 0.45Time Warner Cable 5.75% 02/06/2031 GBP13,550,000 15,960 0.79Trafford Centre Finance 8.28% 28/10/2022 GBP2,750,000 3,295 0.16Trafford Centre Finance 4.75% 28/04/2029 GBP6,000,000 6,461 0.32UNITE USAF II 3.374% 30/06/2028 GBP3,400,000 3,627 0.18United Utilities Water 5.75% 25/03/2022 GBP12,504,000 15,060 0.74Verizon Communications 4.75% 17/02/2034 GBP16,797,000 19,389 0.95Verizon Communications 3.125% 02/11/2035 GBP1,540,000 1,451 0.07

20

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

Corporate Bond FundPortfolio statement (continued)as at 31 January 2017

STERLING DENOMINATED BONDS (continued) 88.10Corporate Bonds (continued)Virgin Media Secured Finance 5.125% 15/01/2025 GBP1,076,000 1,109 0.06Vodafone 3% 12/08/2056 GBP3,400,000 2,724 0.13Vonovia Finance 4.625% 04/04/2029 GBP12,810,000 15,025 0.74Wells Fargo Bank 5.25% 01/08/2023 GBP7,600,000 8,877 0.44Welltower 4.8% 20/11/2028 GBP5,000,000 5,661 0.28Western Power Distribution 3.625% 06/11/2023 GBP5,050,000 5,391 0.27Western Power Distribution East Midlands 5.25% 17/01/2023 GBP9,900,000 11,668 0.57Western Power Distribution South West 5.875% 25/03/2027 GBP9,000,000 11,595 0.57Western Power Distribution West Midlands 6% 09/05/2025 GBP9,000,000 11,521 0.57Yorkshire Building Society 3.5% 21/04/2026 GBP5,300,000 5,487 0.27Yorkshire Power Finance 7.25% 04/08/2028 GBP9,850,000 14,124 0.70Yorkshire Water Services Bradford Finance 6% 24/04/2025 GBP3,983,000 4,024 0.20Yorkshire Water Services Odsal Finance 6.5876% 21/02/2023 GBP6,553,000 8,286 0.41Yorkshire Water Services Odsal Finance 6.454% 28/05/2027 GBP4,551,000 6,191 0.31

1,636,434 80.53

Government BondsMexico Government International Bond 5.625% 19/03/2114 GBP12,025,000 11,303 0.56UK Treasury 1.75% 07/09/2022 GBP5,405,000 5,670 0.28UK Treasury 4.5% 07/09/2034 GBP1,160,000 1,606 0.08UK Treasury 4.5% 07/12/2042 GBP5,466,000 8,151 0.40UK Treasury 3.25% 22/01/2044 GBP12,336,000 15,310 0.75UK Treasury 4.25% 07/12/2055 GBP1,000,000 1,637 0.08

43,677 2.15

Mortgage-Backed SecuritiesAlba 2006-2 A3a (FRN) 0.54313% 15/12/2038 GBP4,063,016 3,794 0.19Annington Finance No 4 8.07% 10/01/2023 GBP5,090,000 6,517 0.32Arkle Master Issuer 4.681% 17/05/2060† GBP7,993,000 8,005 0.39BL Superstores Finance 5.27% 04/10/2030 GBP12,121,332 13,549 0.67Celeste Mortgage Funding 2015-1 1.44313% 15/03/2045 GBP4,800,000 4,414 0.22Dukinfield 2 1.61525% 20/12/2052 GBP4,230,957 4,252 0.21Dukinfield FRN 1.39775% 15/08/2045 GBP4,926,632 4,926 0.24Feldspar 2016-1 1.15621% 15/09/2045 GBP8,250,000 8,274 0.41Finsbury Square 2016-1 1.89838% 16/02/2058 GBP3,388,091 3,422 0.17Heathrow Funding 6.45% 10/12/2031 GBP8,550,000 12,122 0.60London Wall Mortgage Capital 1.37301% 15/08/2048 GBP7,000,000 7,025 0.35Offa No 1 1.62563% 14/06/2050 GBP5,286,425 5,325 0.26Paragon Mortgages (No 24) FRN 1.85663% 15/07/2043 GBP6,974,744 7,084 0.35Telereal Securitisation 4.0902% 10/12/2033 GBP14,050,000 14,483 0.71Tesco Property Finance 1 7.6227% 13/07/2039 GBP1,428,247 1,687 0.08Tesco Property Finance 3 5.744% 13/04/2040 GBP2,495,974 2,501 0.12Tesco Property Finance 4 5.8006% 13/10/2040 GBP2,752,553 2,690 0.13

110,070 5.42

TOTAL STERLING DENOMINATED BONDS 1,790,181 88.10

US DOLLAR DENOMINATED BONDS (1.65%, 31/01/2016 1.78%) 1.65Corporate BondsBarclays Bank 7.75% 10/04/2023 USD7,130,000 6,022 0.30BP Capital Markets 2.75% 10/05/2023 USD10,256,000 8,086 0.40Choice Hotels International 5.75% 01/07/2022 USD2,000,000 1,725 0.08Nationwide Building Society 6.25% 25/02/2020 USD8,140,000 7,237 0.35Smiths 7.2% 15/05/2019 USD12,000,000 10,540 0.52

33,610 1.65

TOTAL US DOLLAR DENOMINATED BONDS 33,610 1.65

21

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

Corporate Bond FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (3.02%, 31/01/2016 0.00%) 3.02Non-Equity Investment InstrumentsAberdeen Liquidity Fund (Lux) - Sterling Fund◊ 61,285 61,285 3.02

61,285 3.02

TOTAL FINANCIALS 61,285 3.02

DERIVATIVES (-0.09%, 31/01/2016 -0.51%) (0.09)FuturesUK Long Gilt Bond Futures March 2017 1,170 655 0.03

655 0.03

Forward Currency ContractsBought EUR1,343,000 for GBP1,140,167 Settlement 07/03/2017 - 19 0.00Bought EUR1,415,000 for GBP1,212,832 Settlement 07/03/2017 - 9 0.00Bought EUR1,343,000 for GBP1,155,203 Settlement 16/02/2017 - 4 0.00Bought EUR8,857,000 for GBP7,669,772 Settlement 07/03/2017 - (23) 0.00Bought USD608,000 for GBP477,131 Settlement 06/03/2017 - 10 0.00Bought USD2,992,000 for GBP2,397,215 Settlement 07/03/2017 - 3 0.00Bought USD707,000 for GBP566,928 Settlement 16/02/2017‡ - 0 0.00Bought USD4,114,000 for GBP3,369,328 Settlement 07/03/2017 - (70) 0.00Sold EUR1,343,000 for GBP1,139,697 Settlement 16/02/2017 - (19) 0.00Sold EUR146,128,000 for GBP124,058,288 Settlement 07/03/2017 - (2,103) (0.11)Sold USD707,000 for GBP565,586 Settlement 16/02/2017 - (2) 0.00Sold USD51,478,000 for GBP41,013,098 Settlement 07/03/2017 - (270) (0.01)

(2,442) (0.12)

TOTAL DERIVATIVES (1,787) (0.09)

Portfolio of investments^ 1,997,430 98.30

Net other assets 34,530 1.70

Total net assets 2,031,960 100.00

†This investment is a related party (see note 13).◊Asset managed by the Fund's Investment Adviser.‡The market value of the holding is below £500 and is therefore rounded down to £0.

All holdings are admitted to official stock exchange listings unless otherwise stated.Holdings are denominated in Sterling unless otherwise stated.Futures can be exchange traded or Over the Counter (OTC) contracts.Forward Currency Contracts are Over the Counter (OTC) contracts.^Including derivative liabilities.

22

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

1) Global Data

Proportion of securities and commodities on loan as at 31 January 2017 £'000 % Total lendable assets excluding cash and cash equivalents: 1,861,156Securities and commodities on loan 46,188 2.48%

Assets engaged in SFTs and total return swaps as at 31 January 2017 £'000 % Fund assets under management (AUM) 2,049,585

Absolute value of assets engaged in:Securities lending 46,188 2.25%

2) Concentration Data

Top 10 collateral issuersName and value of collateral and commodities received as at 31 January 2017 £'000

Cash Collateral 11,435KFW 4,094Santander UK 3,971Government of United Kingdom 3,699Lloyds Bank 2,044Swedbank Hypotek 2,043Landwirtschaftliche Rentenbank 2,043Nederlandse Waterschapsbank 1,785Royal Dutch Shell 1,615Swedish Covered Bond 1,604

Top 10 counterpartiesName and value of outstanding transactions as at 31 January 2017 £'000Securities lending

Credit Suisse Securities (Europe) 20,184HSBC Bank 19,465Citigroup Global Markets 3,578Merrill Lynch International 2,750UBS 211

3) Aggregate Transaction Data

Type, quality and currency of collateral as at 31 January 2017Type Quality Currency £'000Securities lendingEquity Traded on recognised exchange Sterling 11,246Equity Traded on recognised exchange Euro 634Equity Traded on recognised exchange US dollar 34Fixed Income Investment Grade Sterling 10,877Fixed Income Investment Grade Euro 5,616Fixed Income Investment Grade US dollar 8,556Cash Collateral Cash Sterling 11,435Total collateral held 48,398

Corporate Bond FundSecurities Financing Transactions (SFT) as at 31 January 2017

23

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)Corporate Bond Fund

as at 31 January 2017

3) Aggregate Transaction Data (continued)

Maturity tenor of collateral (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending 11,435 13 36 1,007 8,048 15,945 11,914 48,398

Counterparty details as at 31 January 2017 TotalType £'000Securities lending Switzerland Bi-lateral 214Securities lending United Kingdom Bi-lateral 11,221Securities lending United Kingdom Tri-party 36,963Total collateral held 48,398

Maturity tenor of SFTs and total return swaps (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - - - - 46,188 46,188

4) Re-use of Collateral

The Fund does not engage in re-use of collateral.

5) Safekeeping of Collateral Received

Names and value of custodians safekeeping collateral as at 31 January 2017 £'000Euroclear 21,350Crest 15,613State Street 11,435

Number of custodians safekeeping collateral 3

6) Safekeeping of Collateral Granted

The Fund does not borrow stock from counterparties; therefore, no collateral has been granted.

7) Return and Costfor the year ended 31 January 2017

Collective Investment Manager of Collective Third Parties Undertaking Investment Undertaking (e.g. lending agent) Total

£'000 £'000 £'000 £'000Securities lendingGross return 12 1 3 16% of total gross return 75% 5% 20% 100%Cost* - - - -

*All direct costs from securities lending are borne by lending agent.

Countries of counterparty establishment Settlement and clearing

24

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Corporate Bond FundStatement of total returnfor the year ended 31 January 2017

Restated01/02/16 to 31/01/17 01/02/15 to 31/01/16

Notes £'000 £'000 £'000 £'000

Income

Net capital gains/(losses) 3 96,751 (148,045)

Revenue 4 92,951 104,690

Expenses 5 (18,628) (19,366)

Interest payable and similar charges (9) (8)

Net revenue before taxation 74,314 85,316

Taxation 6 47 -

Net revenue after taxation 74,361 85,316

Total return before distributions 171,112 (62,729)

Distributions 7 (81,640) (92,221) *

Change in net assets attributable to shareholdersfrom investment activities 89,472 (154,950) *

Statement of change in net assets attributable to shareholdersfor the year ended 31 January 2017

Restated

01/02/16 to 31/01/17 01/02/15 to 31/01/16£'000 £'000 £'000 £'000

Opening net assets attributable to shareholders 2,086,508 2,370,123

Amounts receivable on creation of shares 76,577 27,942Amounts payable on cancellation of shares (245,911) (183,484)

(169,334) (155,542)

Dilution adjustment 1,355 732

Change in net assets attributable to shareholders frominvestment activities (see Statement of total return above) 89,472 (154,950) *

Retained distributions on accumulation shares 23,956 26,133 *

Unclaimed distributions 3 12

Closing net assets attributable to shareholders 2,031,960 2,086,508 *

Notes to the financial statements are on pages 109 to 134.

*Prior year figures have been restated due to misstatement of prior year distribution payable figure.

25

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Corporate Bond FundBalance sheetas at 31 January 2017

Restated

31/01/17 31/01/16Notes £'000 £'000

ASSETSFixed assets:

Investments 1,999,917 2,056,472

Current assets:Debtors 8 42,489 45,998Cash and bank balances 9 10,756 19,708

Total assets 2,053,162 2,122,178

LIABILITIESInvestment liabilities 2,487 14,554

CreditorsDistribution payable 13,431 15,820 *Other creditors 10 5,284 5,296

Total liabilities 21,202 35,670 *

Net assets attributable to shareholders 2,031,960 2,086,508 *

Notes to the financial statements are on pages 109 to 134.

*Prior year figures have been restated due to misstatement of prior year distribution payable figure.

26

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Equity Income FundInvestment markets overview

Investment objective

Investment policy

UCITS scheme

Synthetic risk and reward profile

1 2 3 4 5 6 7

Investment review

Performance 01/02/16 01/02/15 01/02/14 01/02/13 01/02/12to 31/01/17 to 31/01/16 to 31/01/15 to 31/01/14 to 31/01/13

% % % % %21.23 (5.78) 8.08 11.58 13.52

Source: Financial Express after 1 February 2013 and Morningstar for previous years.Basis: Percentage growth, total return Share Class C (gross of annual management charge), published prices at 12.00pm.

The investment objective of the UK Equity Income Fund is to provide an above average income, together with prospects of capital appreciation over thelonger term, derived predominantly from a portfolio of securities in U.K. companies. The Fund seeks to deliver performance, before deduction ofmanagement fees, in excess of the FTSE All Share Index (the “Index”) with a similar level of overall volatility, over the long term.

To invest predominantly in a portfolio of companies which are part of the Index.

The Investment Adviser identifies companies that are forecast to provide higher than average dividend yields* and to achieve long term capital growth.The Fund seeks to hold more in these companies in comparison to the Index. Therefore, while the Fund will hold a large number of securities in commonwith the Index, the weighting of any one security may be significantly different to the Index.

The Fund is limited in the extent to which it can hold more (overweight) or less (underweight) in sectors** relative to the Index, but it aims to be overweightin sectors which are expected to provide a higher than average dividend yield.

Derivatives may be used for efficient portfolio management purposes only.

* The dividend yield is calculated by dividing the annual dividend paid in respect of a security by its share price.

** A sector is a business area, industry or economy which shares the same characteristics. Company shares are typically grouped into different sectorsdepending on the company’s business.

The Fund would qualify as a UCITS scheme operating under Chapter 5 of the COLL Sourcebook if it were in itself an Open-Ended Investment Companyin respect of which an authorisation order made by the FCA were in force. Not more than 10% of the scheme property may consist of units in collectiveinvestment schemes.

Typically lower rewards,lower risk

Typically higher rewards,higher risk

Past performance is not a guide to future performance. The value of an investment and the revenue from it may go up and down and you may get backless than invested.

UK equity markets delivered strong returns over the reporting period. At the sector level, basic materials turned in a very positive performance while oil &gas also did well. In contrast, telecoms and utilities lagged behind.

UK Equity Income Fund

The Fund is ranked at 5* because it has experienced medium to high levels of volatility over the past 5 years.

* As disclosed in the key investor information document dated 13 January 2017.

There are several different ways of measuring risk. The table below uses an industry standard measure of fund risk based on measuring a fund's volatilityusing its returns over the past five years. Volatility is generated by both rising and falling prices. Volatility doesn't tell you how much a fund has lost orgained; it indicates how volatile its returns were historically. The Fund's ranking may change over time and may not be a reliable indication of its futurerisk profile.

This is a separate measure to the fund Risk Profiles we used to determine our investment portfolios (where we used our own methodology to take anoverall look at the funds' risks and aims and group our funds into Cautious/Medium, Medium, Medium/Adventurous, Adventurous Profiles).

27

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Equity Income FundInvestment markets overview (continued)

The recovery, at least among large cap equities in the UK was nearly as quick. For example, the companies that make up the FTSE 100 Index benefitedfrom the pound’s decline because many of them generate the bulk of their profits overseas.

There have been increasing signs of inflation in recent months and data released at the end of the reporting period confirmed the trend. The cost of livingin the UK reached a two-year high in December. According to the Office for National Statistics the consumer prices index showed that inflation rose to1.6%.

At asset level, the Fund benefited from its position in Rio Tinto, the mining company. Rio Tinto’s share price did well over the reporting period on the backof improving commodity prices and robust demand for iron ore. A lack of exposure to BT Group also had a positive influence on performance. Thetelecom giant’s share price fell sharply in January after it issued a profit warning following the emergence of accounting irregularities at its Italianoperation.

Conversely, the lack of exposure to Anglo American, another miner, had a negative influence on returns over the period. House builder Berkeley Groupalso had a negative effect on performance, with the share price dropping swiftly in the aftermath of the referendum on EU membership.

UK household spending power will come under pressure this year as sterling’s depreciation drives inflation up. With fiscal policy also acting a drag, animprovement in business investment and net trade are unlikely to prevent gross domestic product growth cooling over the next two years. With few signsthat rising headline inflation is causing second-round effects in the form of higher wages and inflation expectations, we expect the Bank of England tokeep interest rates on hold this year and next.

Aberdeen Asset Investments LimitedFebruary 2017

Investment review (continued)

In the run-up to the Brexit referendum, all eyes were on the UK as its voters decided whether the country should remain a member of the European Union(EU). This led to some big share price movements as opinion polls swung between the ‘Leave’ and ‘Remain’ camps. The backlash after the Leave resultwas swift, global stock markets sold off, sterling fell to a 30-year low against the US dollar and David Cameron announced that he would step down asprime minister. Theresa May took over bringing a relatively quick resolution to the political situation.

28

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table

Share Class A

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class B

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 21.34 22.02 23.13

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

27.15 27.12 26.47

1.00% 1.00% 1.00%7,209,000 6,709,000 4,444,000

1,902 1,547 1,144

19.03% (6.45%) 6.93%

26.38 23.07 25.75

0.03 0.01 0.04

4.39 (1.66) 1.73(1.08) (1.02) (0.93)

(0.25) (0.25) (0.25)

23.07 25.75 24.954.64 (1.41) 1.98

31/01/17(p)

31/01/16(p)

31/01/15(p)

201.30 207.70 216.80

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

257.30 254.80 247.30

0.50% 0.50% 0.50%24,842,493 25,942,493 27,167,493

62,137 56,449 65,659

19.65% (5.99%) 7.47%

42.76 (14.47) 17.41

250.13 217.59 241.68

0.27 0.10 0.33

(10.22) (9.62) (8.71)

HBOS UK Investment Funds ICVC

UK Equity Income Fund

31/01/17(p)

31/01/16(p)

31/01/15(p)

(1.16) (1.18) (1.19)

217.59 241.68 232.9843.92 (13.29) 18.60

29

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Equity Income Fund

Share Class C

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges^

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class D

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 43.14 44.53 47.07

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

55.03 55.05 54.04

1.37% 1.54% 1.52%132,474,000 142,671,000 154,206,000

70,812 66,539 80,691

19.25% (6.94%) 6.42%

53.45 46.64 52.33

0.06 0.02 0.07

8.98 (3.63) 3.27(2.17) (2.06) (1.89)

(0.68) (0.78) (0.79)

46.64 52.33 50.959.66 (2.85) 4.06

^The return after charges figure is calculated as the return after operating charges per share divided by the opening net asset value per share. This isdifferent to the performance return stated in the Investment Market Review which is sourced from Financial Express and based on daily published prices.

31/01/17(p)

31/01/16(p)

31/01/15(p)

61.32 62.95 63.27

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

81.19 75.66 71.82

1.38% 1.53% 1.53%618,733,000 694,488,000 772,923,000

490,920 460,697 552,351

19.60% (7.16%) 6.50%

79.34 66.34 71.46

0.08 0.03 0.10

3.13 2.86 2.51

13.00 (5.12) 4.36(3.13) (2.86) (2.51)

(1.00) (1.08) (1.06)

66.34 71.46 67.1014.00 (4.04) 5.42

31/01/17(p)

31/01/16(p)

31/01/15(p)

30

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Equity Income Fund

Share Class E

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class F

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 29.09 29.85 29.90

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

38.36 35.82 33.97

1.26% 1.26% 1.25%701,148,000 733,245,000 737,485,000

262,880 230,689 249,269

19.17% (6.92%) 6.79%

37.49 31.46 33.80

0.04 0.01 0.05

1.49 1.36 1.19

6.03 (2.34) 2.15(1.49) (1.36) (1.19)

(0.43) (0.42) (0.41)

31.46 33.80 31.656.46 (1.92) 2.56

31/01/17(p)

31/01/16(p)

31/01/15(p)

20.94 21.62 22.78

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

26.59 26.67 26.11

1.25% 1.25% 1.25%64,709,000 70,179,000 75,909,000

16,715 15,889 19,233

18.77% (6.67%) 6.70%

25.83 22.64 25.34

0.03 0.01 0.03

4.25 (1.69) 1.65(1.06) (1.01) (0.92)

(0.30) (0.31) (0.31)

22.64 25.34 24.614.55 (1.38) 1.96

31/01/17(p)

31/01/16(p)

31/01/15(p)

31

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Equity Income Fund

Share Class G

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class I

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#∆Direct transaction costs~

PricesHighest share priceLowest share price

31/01/17(p)

31/01/16(p)

31/01/15(p)

(0.34) (0.34) (0.33)

31.98 34.26 32.016.57 (1.94) 2.58

38.21 31.98 34.26

0.04 0.01 0.05

1.52 1.38 1.21

6.23 (2.28) 2.25(1.52) (1.38) (1.21)

19.48% (6.65%) 7.03%

1.00% 1.00% 1.00%100,524,000 351,050,000 43,655,000

38,407 112,253 14,958

31/01/17(p)

31/01/16(p)

31/01/15(p)

29.56 30.34 30.29

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

39.08 36.34 34.44

- - -

232.72 257.21 246.7247.07 (14.23) 19.73

268.86 232.72 257.21

0.29 0.11 0.35

47.07 (14.23) 19.73(10.93) (10.26) (9.24)

20.23% (5.53%) 8.00%

0.00% 0.00% 0.00%596,427,883 615,932,883 704,757,883

1,603,549 1,433,405 1,812,724

∆Fees are payable by institutional investors in this share class to the ACD outside the Fund.

215.30 222.20 230.40

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

276.50 271.40 262.00

32

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Equity Income Fund

Share Class SW1**

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation shares

Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class SW3**Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income shares

Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

#Operating charges are representative of the ongoing charges figure.**Share class closed on 26 May 2016.

72.64 81.00 79.6163.43 65.48 69.30

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.

0.11% 0.04% 0.14%

- 30,000 30,000- 1.60% 1.60%

- 21 23

- (7.00%) 6.31%

Return to shareholder as a result of class closure (70.53) - -- 68.57 77.01

0.08 0.03 0.11

3.15 (5.39) 4.74(1.19) (3.05) (2.79)

3.15 (4.20) 5.96- (1.19) (1.22)

31/01/17(p)

31/01/16(p)

31/01/15(p)

68.57 77.01 75.06

**Share class closed on 26 May 2016.

83.73 85.95 86.47

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.11% 0.04% 0.14%

95.91 103.40 98.13

- 1.60% 1.60%- 110,000 110,000- 100 107

- (7.24%) 6.42%

- 90.58 97.65

0.10 0.04 0.13

1.58 3.93 3.46Return to shareholder as a result of class closure (94.77) - -

4.19 (7.07) 5.89(1.58) (3.93) (3.46)

- (1.54) (1.51)

90.58 97.65 91.764.19 (5.53) 7.40

31/01/17(p)

31/01/16(p)

31/01/15(p)

33

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Equity Income FundMaterial portfolio changes

Cost ProceedsMajor purchases £'000 Major sales £'000 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 218,625 FTSE 100 Index Futures September 2016 210,560FTSE 100 Index Futures September 2016 205,117 FTSE 100 Index Futures December 2016 192,805FTSE 100 Index Futures December 2016 189,628 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 186,010FTSE 100 Index Futures June 2016 141,590 FTSE 100 Index Futures June 2016 141,235FTSE 100 Index Futures March 2017 107,670 British American Tobacco 83,114Wm Morrison Supermarkets 51,663 GlaxoSmithKline 74,593Wolseley 51,133 FTSE 100 Index Futures March 2016 68,535J Sainsbury 44,519 FTSE 100 Index Futures March 2017 55,156Direct Line Insurance 41,841 InterContinental Hotels 52,456FTSE 100 Index Futures March 2016 39,398 Royal Dutch Shell 'B' Shares 47,405

#With effect from 18 July 2016 holding moved from Aberdeen Global Liquidity Sterling Fund Advisory to Aberdeen Liquidity Fund (Lux) - Sterling Fund.◊Asset managed by the Fund's Investment Adviser.Purchases and sales of Futures have been included at the value of their exposure.

34

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net AssetsBASIC MATERIALS (9.03%, 31/01/2016 4.32%) 9.03ChemicalsSynthomer 161,202 720 0.03

720 0.03

Forestry & PaperMondi 2,857,700 50,467 1.98

50,467 1.98

Industrial Metals & MiningFerrexpo 3,700,818 5,448 0.21

5,448 0.21

MiningBHP Billiton 1,836,561 26,713 1.05Centamin 26,703,398 40,643 1.60Hochschild Mining 583,899 1,368 0.05Lonmin 16,194 21 0.00Rio Tinto 2,564,973 90,915 3.57Vedanta Resources 1,322,498 13,714 0.54

173,374 6.81

TOTAL BASIC MATERIALS 230,009 9.03

CONSUMER GOODS (14.99%, 31/01/2016 16.58%) 14.99Automobiles & PartsGKN 9,686,337 33,883 1.33

33,883 1.33

BeveragesCoca-Cola HBC 390,260 7,130 0.28Diageo 816,031 18,144 0.71

25,274 0.99

Food ProducersPremier Foods 1,383,659 543 0.02Tate & Lyle 2,638,917 17,641 0.69

18,184 0.71

Household Goods & Home ConstructionBarratt Developments 490,128 2,327 0.09Bellway 395,042 9,825 0.39Berkeley 705,730 19,880 0.78Bovis Homes 1,914,712 15,844 0.62Crest Nicholson 956,436 4,835 0.19McCarthy & Stone 1,043,146 1,716 0.07Persimmon 2,049,170 39,549 1.55Reckitt Benckiser 74,382 5,072 0.20

99,048 3.89

Personal GoodsBurberry 1,508,206 25,021 0.98Unilever 1,942,357 63,156 2.48

88,177 3.46

TobaccoBritish American Tobacco 1,150,525 56,226 2.21Imperial Tobacco 1,636,447 61,031 2.40

117,257 4.61

TOTAL CONSUMER GOODS 381,823 14.99

UK Equity Income FundPortfolio statement as at 31 January 2017

35

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Equity Income FundPortfolio statement (continued)as at 31 January 2017

CONSUMER SERVICES (13.82%, 31/01/2016 15.40%) 13.82Food & Drug RetailersBooker 5,970,661 12,228 0.48Casino Guichard Perrachon 3,173 137 0.01J Sainsbury 17,534,268 45,817 1.80Tesco 8,847,227 17,318 0.68Wm Morrison Supermarkets 20,235,516 48,100 1.89

123,600 4.86

General RetailersDebenhams 3,974,380 2,094 0.08Halfords 47,978 175 0.01Inchcape 5,669,305 40,649 1.59JD Sports Fashion 2,726,708 9,377 0.37Kingfisher 7,209,643 24,347 0.96Saga 818,597 1,507 0.06WH Smith 1,768,092 28,767 1.13

106,916 4.20

MediaUBM 403,479 2,851 0.11WPP 1,526,927 28,599 1.12

31,450 1.23

Travel & LeisureCompass 2,685,881 38,086 1.49FirstGroup 1,610,493 1,685 0.07Go-Ahead 182,870 4,036 0.16Ladbrokes 2,797,909 3,355 0.13Mitchells & Butlers 610,728 1,607 0.06National Express 3,853,914 12,911 0.51Playtech 102,591 847 0.03SSP 87,051 342 0.01Stagecoach 2,373,094 4,974 0.20William Hill 8,527,379 22,180 0.87

90,023 3.53

TOTAL CONSUMER SERVICES 351,989 13.82

FINANCIALS (24.23%, 31/01/2016 21.57%*) 24.23BanksBGEO 28,560 836 0.03Barclays 5,057,138 11,265 0.44HSBC 28,412,208 195,192 7.66Lloyds Banking Group† 29,439,182 19,280 0.76

226,573 8.89

Financial Services3i 1,152,873 8,105 0.32Burford Capital 3,285,098 20,860 0.82Close Brothers 2,041,719 29,727 1.17International Personal Finance 479,012 833 0.03Jupiter Fund Management 494,471 1,984 0.08Man 5,587,253 7,403 0.29Provident Financial 373,469 10,076 0.40Schroders 690,742 20,335 0.80Tullett Prebon 1,379,672 6,355 0.25

105,678 4.16

36

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Equity Income FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 24.23Life InsuranceAviva 2,857,852 13,723 0.54Legal & General 22,986,235 54,523 2.14Phoenix 466,550 3,539 0.14Prudential 5,577,160 86,669 3.40

158,454 6.22

Non-Equity Investment InstrumentsAberdeen Liquidity Fund (Lux) - Sterling Fund◊ 46,375 46,375 1.82

46,375 1.82

Non-Life InsuranceAdmiral 356,995 6,380 0.25Beazley 1,041,410 4,216 0.17Direct Line Insurance 11,195,280 39,900 1.57Hiscox 902,112 9,283 0.36Lancashire 392,707 2,666 0.10RSA Insurance 1,062,795 6,180 0.24

68,625 2.69

Real Estate Investment & ServicesSavills 1,158,433 8,891 0.35

8,891 0.35

Real Estate Investment TrustsIntu Properties 718,628 1,933 0.07NewRiver 266,012 835 0.03

2,768 0.10

TOTAL FINANCIALS 617,364 24.23

HEALTH CARE (5.64%, 31/01/2016 10.25%) 5.64Health Care Equipment & ServicesSpire Healthcare 148,327 467 0.02UDG Healthcare 1,087,922 6,968 0.27

7,435 0.29

Pharmaceuticals & BiotechnologyAstraZeneca 1,162,022 48,822 1.92Dechra Pharmaceuticals 2,829 41 0.00GlaxoSmithKline 5,088,908 78,089 3.07Indivior 2,254,275 6,657 0.26Shire 60,693 2,654 0.10Vectura‡ 1 0 0.00

136,263 5.35

TOTAL HEALTH CARE 143,698 5.64

INDUSTRIALS (10.34%, 31/01/2016 9.40%*) 10.34Aerospace & DefenceMeggitt 4,086,101 17,174 0.67QinetiQ 9,583,305 25,434 1.00Senior 398,290 786 0.03

43,394 1.70

Construction & MaterialsIbstock 291,754 545 0.02Kier 129,063 1,786 0.07Melrose Industries 183,860 365 0.01

2,696 0.10

37

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Equity Income FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (continued) 10.34Electronic & Electrical EquipmentSpectris 189,673 4,647 0.18

4,647 0.18

General IndustrialsVesuvius 513,932 2,462 0.10

2,462 0.10

Industrial EngineeringBodycote 459,186 3,054 0.12Fenner 1,861,440 5,854 0.23Hill & Smith 176,431 2,096 0.08Spirax-Sarco Engineering 172,029 7,464 0.29

18,468 0.72

Industrial TransportationRoyal Mail 10,642,349 43,538 1.71

43,538 1.71

Support ServicesCarillion 1,334,502 2,881 0.11Diploma 86,699 879 0.03Electrocomponents 2,816,656 13,664 0.54Experian 3,725,058 57,776 2.27Mitie 2,562,167 5,045 0.20RPS 60,115 135 0.01Wolseley 1,133,646 56,410 2.21WS Atkins 790,979 11,619 0.46

148,409 5.83

TOTAL INDUSTRIALS 263,614 10.34

OIL & GAS (13.61%, 31/01/2016 9.91%) 13.61Oil & Gas ProducersBP 26,862,859 128,257 5.03Royal Dutch Shell 'B' Shares 6,943,894 158,078 6.21Soco International 1,029,580 1,560 0.06

287,895 11.30

Oil Equipment, Services & DistributionJohn Wood 3,122,928 26,436 1.04Petrofac 3,484,811 32,339 1.27

58,775 2.31

TOTAL OIL & GAS 346,670 13.61

TECHNOLOGY (1.97%, 31/01/2016 2.04%) 1.97Software & Computer ServicesMicro Focus International 435,984 9,382 0.37Sage 6,574,295 40,695 1.60

50,077 1.97

TOTAL TECHNOLOGY 50,077 1.97

TELECOMMUNICATIONS (2.45%, 31/01/2016 6.00%) 2.45Fixed Line TelecommunicationsKCOM 3,345,728 2,978 0.12TalkTalk Telecom 4,408,362 6,807 0.27

9,785 0.39

38

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Equity Income FundPortfolio statement (continued)as at 31 January 2017

TELECOMMUNICATIONS (continued) 2.45Mobile TelecommunicationsInmarsat 885,770 5,403 0.21Vodafone 24,266,060 47,100 1.85

52,503 2.06

TOTAL TELECOMMUNICATIONS 62,288 2.45

UTILITIES (4.00%, 31/01/2016 4.42%) 4.00Gas, Water & MultiutilitiesCentrica 24,633,596 55,943 2.20National Grid 4,977,746 45,895 1.80

101,838 4.00

TOTAL UTILITIES 101,838 4.00

DERIVATIVES (-0.03%, 31/01/2016 -0.02%) (0.03)FuturesFTSE 100 Index Futures March 2017 763 (29) 0.00

(29) 0.00

OptionsFTSE 100 Index Options 7250 Call February 2017 (81) (12) 0.00FTSE 100 Index Options 7300 Call February 2017 (410) (31) 0.00FTSE 100 Index Options 7325 Call February 2017 (83) (4) 0.00FTSE 100 Index Options 7250 Call March 2017 (155) (65) 0.00FTSE 100 Index Options 7300 Call March 2017 (564) (161) (0.01)FTSE 100 Index Options 7325 Call March 2017 (599) (141) (0.01)FTSE 100 Index Options 7350 Call March 2017 (198) (39) 0.00FTSE 100 Index Options 7375 Call March 2017 (208) (33) 0.00FTSE 100 Index Options 7400 Call March 2017 (418) (54) 0.00FTSE 100 Index Options 7400 Call April 2017 (250) (84) 0.00FTSE 100 Index Options 7450 Call April 2017 (529) (132) (0.01)

(756) (0.03)

TOTAL DERIVATIVES (785) (0.03)

Portfolio of investments^ 2,548,585 100.05

Net other liabilities (1,263) (0.05)

Total net assets 2,547,322 100.00

†This investment is a related party (see note 13).◊Asset managed by the Fund's Investment Adviser.‡The market value of the holding is below £500 and is therefore rounded down to £0.

^Including derivative liabilities.Derivatives can be exchange traded or Over the Counter (OTC) contracts.

*Since the previous report the classification headings have been updated by data providers. Comparative figures have been updated where appropriate.

Holdings are denominated in Sterling unless otherwise stated.All holdings are ordinary shares or stock units and admitted to official stock exchange listings unless otherwise stated.

39

e598485
Rectangle

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

1) Global Data

Proportion of securities and commodities on loan as at 31 January 2017 £'000 % Total lendable assets excluding cash and cash equivalents: 2,362,834Securities and commodities on loan 37,112 1.57%

Assets engaged in SFTs and total return swaps as at 31 January 2017 £'000 % Fund assets under management (AUM) 2,557,420

Absolute value of assets engaged in:Securities lending 37,112 1.45%

2) Concentration Data

Top 10 collateral issuersName and value of collateral and commodities received as at 31 January 2017 £'000

Government of United Kingdom 8,942Republic of France 4,779Kingdom of Belgium 2,630United States of America Treasury 2,014Federal Republic of Germany 1,919Kingdom of Netherlands 1,083Eni 615Sherwin-Williams 487Kingdom of Sweden 471Apple 427

Top 10 counterpartiesName and value of outstanding transactions as at 31 January 2017 £'000Securities lendingUBS 11,892Deutsche Bank 10,813Credit Suisse Securities (Europe) 7,661Citigroup Global Markets 3,649Merrill Lynch International 1,624HSBC Bank 1,473

3) Aggregate Transaction Data

Type, quality and currency of collateral as at 31 January 2017Type Quality Currency £'000Securities lendingEquity Traded on recognised exchange Sterling 3,111Equity Traded on recognised exchange Canadian dollar 3Equity Traded on recognised exchange Danish krone 268Equity Traded on recognised exchange Euro 6,164Equity Traded on recognised exchange Hong Kong dollar 692Equity Traded on recognised exchange Japanese yen 1,427Equity Traded on recognised exchange Norwegian krone 254Equity Traded on recognised exchange Swedish krona 157Equity Traded on recognised exchange Swiss franc 221Equity Traded on recognised exchange US dollar 5,561

UK Equity Income FundSecurities Financing Transactions (SFT) as at 31 January 2017

40

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)UK Equity Income Fund

as at 31 January 2017

3) Aggregate Transaction Data (continued)

Type, quality and currency of collateral as at 31 January 2017 (continued)Type Quality Currency £'000Fixed Income Investment Grade Sterling 8,942Fixed Income Investment Grade Canadian dollar 55Fixed Income Investment Grade Euro 10,410Fixed Income Investment Grade Swedish krona 471Fixed Income Investment Grade US dollar 2,014Total collateral held 39,750

Maturity tenor of collateral (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - 691 1,301 19,901 17,857 39,750

Counterparty details as at 31 January 2017 TotalType £'000Securities lending Switzerland Bi-lateral 9,708Securities lending United Kingdom Bi-lateral 9,036Securities lending Germany Tri-party 11,836Securities lending Switzerland Tri-party 2,899Securities lending United Kingdom Tri-party 6,271Total collateral held 39,750

Maturity tenor of SFTs and total return swaps (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - - - - 37,112 37,112

4) Re-use of Collateral

The Fund does not engage in re-use of collateral.

5) Safekeeping of Collateral Received

Names and value of custodians safekeeping collateral as at 31 January 2017 £'000State Street 18,743JP Morgan 14,869Bank of New York 4,580Crest 1,558

Number of custodians safekeeping collateral 4

6) Safekeeping of Collateral Granted

The Fund does not borrow stock from counterparties; therefore, no collateral has been granted.

Countries of counterparty establishment Settlement and clearing

41

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)UK Equity Income Fund

as at 31 January 2017

7) Return and Costfor the year ended 31 January 2017

Collective Investment Manager of Collective Third Parties Undertaking Investment Undertaking (e.g. lending agent) Total

£'000 £'000 £'000 £'000Securities lendingGross return 313 21 83 417% of total gross return 75% 5% 20% 100%Cost* - - - -

*All direct costs from securities lending are borne by lending agent.

42

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Equity Income FundStatement of total returnfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16Notes £'000 £'000 £'000 £'000

Income

Net capital gains/(losses) 3 361,324 (253,081)

Revenue 4 109,742 108,217

Expenses 5 (11,913) (13,735)

Interest payable and similar charges (2) -

Net revenue before taxation 97,827 94,482

Taxation 6 (6) -

Net revenue after taxation 97,821 94,482

Total return before distributions 459,145 (158,599)

Distributions 7 (109,409) (107,961)

Change in net assets attributable to shareholdersfrom investment activities 349,736 (266,560)

Statement of change in net assets attributable to shareholdersfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16£'000 £'000 £'000 £'000

Opening net assets attributable to shareholders 2,377,587 2,796,160

Amounts receivable on creation of shares 155,081 212,322Amounts payable on cancellation of shares (286,528) (400,563)Assets transferred to Open-Ended Investment Companies* (84,268) -

(215,715) (188,241)

Dilution adjustment 992 693

Change in net assets attributable to shareholders frominvestment activities (see Statement of total return above) 349,736 (266,560)

Retained distributions on accumulation shares 34,722 35,534

Unclaimed distributions - 1

Closing net assets attributable to shareholders 2,547,322 2,377,587

*Relating to the transfer of assets to Aberdeen UK Equity Enhanced Index Fund due to a disinvestment of a large client's portfolio. The receiving fund ismanaged by the Fund's Investment Adviser.

Notes to the financial statements are on pages 109 to 134.

43

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Equity Income FundBalance sheetas at 31 January 2017

31/01/17 31/01/16Notes £'000 £'000

ASSETSFixed assets:

Investments 2,549,370 2,375,274

Current assets:Debtors 8 3,171 14,667Cash and bank balances 9 9,518 3,794

Total assets 2,562,059 2,393,735

LIABILITIESInvestment liabilities 785 827

CreditorsDistribution payable 9,263 9,949Other creditors 10 4,689 5,372

Total liabilities 14,737 16,148

Net assets attributable to shareholders 2,547,322 2,377,587

Notes to the financial statements are on pages 109 to 134.

44

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE 100 Index Tracking FundInvestment markets overview

Investment objective

Investment policy

UCITS scheme

Synthetic risk and reward profile

1 2 3 4 5 6 7

Investment review

Performance 01/02/16 01/02/15 01/02/14 01/02/13 01/02/12to 31/01/17 to 31/01/16 to 31/01/15 to 31/01/14 to 31/01/13

% % % % %24.14 (8.27) 8.92 6.90 14.9121.41 (6.48) 7.36 7.55 14.79

Tracking Error 31/01/17 31/01/16 31/01/15 31/01/14% % % %

0.05 0.05 0.05 0.050.00-0.20 0.00-0.20 0.00-0.20 0.00-0.20

Source: Financial Express for FTSE 100 Index Tracking Fund and FTSE 100 Index after 1 February 2013 and Morningstar for previous years.Basis: For FTSE 100 Index Tracking Fund, percentage growth, total return Share Class C (gross of annual management charge), published prices at12.00pm.Basis: For FTSE 100 Index, revenue reinvested and gross of expenses at close of business.

The investment objective of the U.K. FTSE 100 Index Tracking Fund is to aim to match as closely as possible, subject to the effect of charges andregulations in force from time to time, the capital performance and net income yield of the FTSE 100 Index.

The portfolio is invested primarily in companies comprising the FTSE 100 Index. Index futures may be used for efficient portfolio management purposesonly.

The Fund would qualify as a UCITS scheme operating under Chapter 5 of the COLL Sourcebook if it were in itself an Open-Ended Investment Companyin respect of which an authorisation order made by the FCA were in force. Not more than 10% of the scheme property may consist of units in collectiveinvestment schemes.

Typically lower rewards,lower risk

Typically higher rewards,higher risk

* The Realised Tracking Error measures how consistently the Fund follows its benchmark and is defined as being the volatility of differences in returnsbetween the Fund and its benchmark over a 3 year period.** The Anticipated Tracking Error calculated using the performance of the Fund against the closing position of the Benchmark Index will be in the regionof 0.00-0.20%. Factors likely to affect the ability of the Fund in meeting this objective are transaction costs, small illiquid components, dividendreinvestment, rebalancing, Fund expenses, significant inflows or outflows and the cash management thereof.Past performance is not a guide to future performance. The value of an investment and the revenue from it may go up and down and you may get backless than invested.

Realised Tracking Error*Anticipated Tracking Error**

UK FTSE 100 Index Tracking Fund

The Fund is ranked at 5* because it has experienced medium to high levels of volatility over the past 5 years.

* As disclosed in the key investor information document dated 13 January 2017.

FTSE 100 Index

There are several different ways of measuring risk. The table below uses an industry standard measure of fund risk based on measuring a fund's volatilityusing its returns over the past five years. Volatility is generated by both rising and falling prices. Volatility doesn't tell you how much a fund has lost orgained; it indicates how volatile its returns were historically. The Fund's ranking may change over time and may not be a reliable indication of its futurerisk profile.

This is a separate measure to the fund Risk Profiles we used to determine our investment portfolios (where we used our own methodology to take anoverall look at the funds' risks and aims and group our funds into Cautious/Medium, Medium, Medium/Adventurous, Adventurous Profiles).

45

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE 100 Index Tracking FundInvestment markets overview (continued)

The recovery, at least among large cap equities in the UK was nearly as quick. For example, the companies that make up the FTSE 100 Index benefitedfrom the pound’s decline because many of them generate the bulk of their profits overseas.

There have been increasing signs of inflation in recent months and data released at the end of the reporting period confirmed the trend. The cost of livingin the UK reached a two-year high in December. According to the Office for National Statistics the consumer prices index showed that inflation rose to1.6%.

In terms of activity and composition, the Fund continued to mirror the FTSE 100 Index. We therefore periodically rebalanced its holdings in accordancewith the changes that index provider FTSE made at its quarterly reviews.

Over the period, the top performers in the index included Anglo American, Glencore, Antofagasta, BHP Billiton and Rio Tinto. Conversely, Capita, Next,Easyjet, BT Group and Dixons Carphone lagged behind.

UK household spending power will come under pressure this year as sterling’s depreciation drives inflation up. With fiscal policy also acting a drag, animprovement in business investment and net trade are unlikely to prevent gross domestic product growth cooling over the next two years. With few signsthat rising headline inflation is causing second-round effects in the form of higher wages and inflation expectations, we expect the Bank of England tokeep interest rates on hold this year and next.

Aberdeen Asset Investments LimitedFebruary 2017

In the run-up to the Brexit referendum all eyes were on the UK as its voters decided whether the country should remain a member of the European Union(EU). This led to some big share price movements as opinion polls swung between the ‘Leave’ and ‘Remain’ camps. The backlash after the Leave resultwas swift, global stock markets sold off, sterling fell to a 30-year low against the US dollar and David Cameron announced that he would step down asprime minister. Theresa May took over bringing a relatively quick resolution to the political situation.

Investment review (continued)

UK equity markets delivered strong returns over the reporting period with large-cap companies performing particularly well.

46

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table

Share Class A

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class B

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 28.24 29.06 30.17

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

38.54 35.54 34.04

1.00% 1.00% 1.00%1,264,624,000 1,374,595,000 1,473,325,000

475,853 420,606 496,179

22.97% (9.14%) 7.91%

37.63 30.60 33.68

0.01 - -

1.01 0.92 0.82

7.03 (3.08) 2.47(1.01) (0.92) (0.82)

(0.34) (0.33) (0.33)

30.60 33.68 31.217.37 (2.75) 2.80

31/01/17(p)

31/01/16(p)

31/01/15(p)

71.16 74.32 79.09

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

95.66 92.24 90.28

0.50% 0.50% 0.50%8,724,558 9,319,558 9,769,558

8,041 7,184 8,530

23.42% (8.53%) 8.43%

92.16 77.08 87.32

0.01 - -

(2.97) (2.79) (2.60)

(0.43) (0.43) (0.43)

77.08 87.32 82.9318.48 (7.02) 7.42

18.05 (7.45) 6.99

HBOS UK Investment Funds ICVC

UK FTSE 100 Index Tracking Fund

31/01/17(p)

31/01/16(p)

31/01/15(p)

47

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK FTSE 100 Index Tracking Fund

Share Class C

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges^

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class D

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 35.79 36.82 38.23

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

48.85 45.04 43.14

1.00% 1.00% 1.00%1,284,025,000 1,258,205,000 1,231,245,000

612,333 487,915 525,473

22.98% (9.14%) 7.91%

47.69 38.78 42.68

0.01 - -

1.28 1.16 1.04

8.91 (3.90) 3.13(1.28) (1.16) (1.04)

(0.43) (0.42) (0.41)

38.78 42.68 39.559.34 (3.48) 3.54

^The return after charges figure is calculated as the return after operating charges per share divided by the opening net asset value per share. This isdifferent to the performance return stated in the Investment Market Review which is sourced from Financial Express and based on daily published prices.

31/01/17(p)

31/01/16(p)

31/01/15(p)

41.39 42.59 44.25

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

56.46 52.10 49.92

1.05% 1.05% 1.05%3,451,000 3,861,000 3,901,000

1,902 1,732 1,926

22.90% (9.17%) 7.86%

55.12 44.85 49.38

0.01 - -

1.46 1.32 1.18

10.27 (4.53) 3.60(1.46) (1.32) (1.18)

(0.53) (0.51) (0.50)

44.85 49.38 45.7810.80 (4.02) 4.10

31/01/17(p)

31/01/16(p)

31/01/15(p)

48

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK FTSE 100 Index Tracking Fund

Share Class F

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class I

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#∆Direct transaction costs~

PricesHighest share priceLowest share price

∆Fees are payable by institutional investors in this share class to the ACD outside the Fund.

71.18 74.51 79.19

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

95.91 92.37 90.46

0.00% 0.00% 0.00%44,856,427 56,216,427 181,736,427

41,353 43,334 158,726

24.01% (8.06%) 8.97%

92.19 77.08 87.34

0.01 - -

18.51 (7.04) 7.44(3.40) (3.22) (3.04)

- - -

77.08 87.34 82.9418.51 (7.04) 7.44

31/01/17(p)

31/01/16(p)

31/01/15(p)

27.18 27.96 29.03

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

37.09 34.19 32.75

1.01% 1.01% 1.01%1,828,000 328,578,000 2,093,000

662 96,745 678

23.00% (9.14%) 7.89%

36.21 29.44 32.40

0.01 - -

0.98 0.88 0.79

6.77 (2.96) 2.37(0.98) (0.88) (0.79)

(0.31) (0.32) (0.32)

29.44 32.40 30.037.08 (2.64) 2.69

31/01/17(p)

31/01/16(p)

31/01/15(p)

49

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE 100 Index Tracking FundMaterial portfolio changes

Cost ProceedsMajor purchases £'000 Major sales £'000 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 64,220 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 67,890FTSE 100 Index Futures December 2016 61,450 FTSE 100 Index Futures December 2016 61,885FTSE 100 Index Futures September 2016 48,700 FTSE 100 Index Futures September 2016 49,640FTSE 100 Index Futures June 2016 37,269 FTSE 100 Index Futures March 2016 37,709FTSE 100 Index Futures March 2017 25,836 FTSE 100 Index Futures June 2016 37,576FTSE 100 Index Futures March 2016 16,796 SABMiller 28,577Shire 9,839 ARM 16,083Royal Dutch Shell 'A' Shares 5,945 FTSE 100 Index Futures March 2017 12,155HSBC 5,788 HSBC 8,896Paddy Power Betfair 5,106 Royal Dutch Shell 'B' Shares 7,167

#With effect from 18 July 2016 holding moved from Aberdeen Global Liquidity Sterling Fund Advisory to Aberdeen Liquidity Fund (Lux) - Sterling Fund.◊Asset managed by the Fund's Investment Adviser.Purchases and sales of Futures have been included at the value of their exposure.

50

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net AssetsBASIC MATERIALS (8.64%, 31/01/2016 4.08%) 8.64ChemicalsCroda International 81,677 2,757 0.24Johnson Matthey 120,507 3,966 0.35

6,723 0.59

Forestry & PaperMondi 228,669 4,038 0.35

4,038 0.35

MiningAnglo American 813,623 11,106 0.97Antofagasta 224,672 1,868 0.16BHP Billiton 1,315,113 19,128 1.68Fresnillo 104,542 1,488 0.13Glencore 7,260,109 23,733 2.08Randgold Resources 57,809 3,830 0.34Rio Tinto 752,908 26,687 2.34

87,840 7.70

TOTAL BASIC MATERIALS 98,601 8.64

CONSUMER GOODS (16.73%, 31/01/2016 20.09%) 16.73Automobiles & PartsGKN 1,067,046 3,733 0.33

3,733 0.33

BeveragesCoca-Cola HBC 121,617 2,222 0.19Diageo 1,568,316 34,872 3.06

37,094 3.25

Food ProducersAssociated British Foods 216,986 5,212 0.46

5,212 0.46

Household Goods & Home ConstructionBarratt Developments 620,043 2,943 0.26Persimmon 190,449 3,676 0.32Reckitt Benckiser 391,518 26,698 2.34Taylor Wimpey 2,032,840 3,415 0.30

36,732 3.22

Personal GoodsBurberry 275,858 4,576 0.40Unilever 751,215 24,426 2.14

29,002 2.54

TobaccoBritish American Tobacco 1,160,654 56,721 4.97Imperial Tobacco 599,887 22,373 1.96

79,094 6.93

TOTAL CONSUMER GOODS 190,867 16.73

CONSUMER SERVICES (10.27%, 31/01/2016 10.74%) 10.27Food & Drug RetailersJ Sainsbury 1,040,767 2,720 0.24Tesco 5,057,900 9,901 0.87Wm Morrison Supermarkets 1,347,687 3,203 0.28

15,824 1.39

UK FTSE 100 Index Tracking FundPortfolio statement as at 31 January 2017

51

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE 100 Index Tracking FundPortfolio statement (continued)as at 31 January 2017

CONSUMER SERVICES (continued) 10.27General RetailersDixons Carphone 619,489 1,961 0.17Kingfisher 1,420,233 4,796 0.42Marks & Spencer 1,009,433 3,406 0.30Next 90,064 3,489 0.31

13,652 1.20

MediaInforma 505,091 3,298 0.29ITV 2,331,028 4,795 0.42Pearson 511,594 3,157 0.28RELX 682,622 9,816 0.86Sky 652,926 6,536 0.57WPP 795,848 14,906 1.31

42,508 3.73

Travel & LeisureCarnival 113,625 4,906 0.43Compass 1,025,931 14,548 1.28easyJet 154,694 1,494 0.13InterContinental Hotels 122,661 4,556 0.40International Consolidated Airlines 1,077,570 5,241 0.46Merlin Entertainments 441,857 2,132 0.19Paddy Power Betfair 51,013 4,252 0.37TUI 293,444 3,448 0.30Whitbread 113,394 4,478 0.39

45,055 3.95

TOTAL CONSUMER SERVICES 117,039 10.27

FINANCIALS (23.06%, 31/01/2016 22.63%) 23.06BanksBarclays 10,522,270 23,438 2.05HSBC 12,463,352 85,623 7.51Lloyds Banking Group† 39,854,547 26,101 2.29Royal Bank of Scotland 2,039,638 4,591 0.40Standard Chartered 1,671,336 13,132 1.15

152,885 13.40

Financial Services3i 600,002 4,218 0.37Hargreaves Lansdown 150,477 2,030 0.18London Stock Exchange 194,288 6,116 0.54Provident Financial 91,018 2,456 0.22Schroders 70,369 2,072 0.18

16,892 1.49

Life InsuranceAviva 2,518,975 12,096 1.06Legal & General 3,697,270 8,770 0.77Old Mutual 3,043,088 6,424 0.56Prudential 1,604,359 24,932 2.19St James's Place 322,714 3,485 0.31Standard Life 1,222,020 4,251 0.37

59,958 5.26

Non-Equity Investment InstrumentAberdeen Liquidity Fund (Lux) - Sterling Fund◊ 11,343 11,343 0.99

11,343 0.99

52

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE 100 Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 23.06Non-Life InsuranceAdmiral 124,656 2,228 0.20Direct Line Insurance 856,165 3,051 0.27RSA Insurance 632,379 3,677 0.32

8,956 0.79

Real Estate Investment TrustsBritish Land 637,764 3,747 0.33Hammerson 488,339 2,671 0.23Intu Properties 586,136 1,577 0.14Land Securities 489,846 4,867 0.43

12,862 1.13

TOTAL FINANCIALS 262,896 23.06

HEALTH CARE (10.09%, 31/01/2016 10.27%) 10.09Health Care Equipment & ServicesConvaTec 399,272 987 0.09Mediclinic International 243,300 1,914 0.17Smith & Nephew 558,320 6,622 0.58

9,523 0.84

Pharmaceuticals & BiotechnologyAstraZeneca 785,772 33,014 2.90GlaxoSmithKline 3,027,235 46,453 4.07Hikma Pharmaceuticals 86,453 1,560 0.14Shire 558,919 24,444 2.14

105,471 9.25

TOTAL HEALTH CARE 114,994 10.09

INDUSTRIALS (7.31%, 31/01/2016 6.96%) 7.31Aerospace & DefenceBAE Systems 1,969,406 11,511 1.01Rolls-Royce 1,030,383 6,924 0.61

18,435 1.62

Construction & MaterialsCRH 516,418 14,527 1.27

14,527 1.27

General IndustrialsSmiths 244,109 3,715 0.33Smurfit Kappa 145,588 3,068 0.27

6,783 0.60

Industrial TransportationRoyal Mail 566,625 2,318 0.20

2,318 0.20

53

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE 100 Index Tracking FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (continued) 7.31Support ServicesAshtead 313,403 5,077 0.45Babcock International 314,343 2,815 0.25Bunzl 206,732 4,343 0.38Capita 412,584 2,069 0.18DCC 54,931 3,488 0.31Experian 597,630 9,269 0.81Intertek 100,091 3,430 0.30Wolseley 157,049 7,815 0.68Worldpay 1,044,992 2,994 0.26

41,300 3.62

TOTAL INDUSTRIALS 83,363 7.31

OIL & GAS (14.84%, 31/01/2016 12.59%) 14.84Oil & Gas ProducersBP 11,869,616 56,671 4.97Royal Dutch Shell 'A' Shares 2,717,374 59,402 5.21Royal Dutch Shell 'B' Shares 2,332,183 53,092 4.66

169,165 14.84

TOTAL OIL & GAS 169,165 14.84

TECHNOLOGY (0.63%, 31/01/2016 1.29%) 0.63Software & Computer ServicesMicro Focus International 140,536 3,024 0.27Sage 670,627 4,151 0.36

7,175 0.63

TOTAL TECHNOLOGY 7,175 0.63

TELECOMMUNICATIONS (4.22%, 31/01/2016 6.54%) 4.22Fixed Line TelecommunicationsBT 5,210,514 15,962 1.40

15,962 1.40

Mobile TelecommunicationsVodafone 16,541,940 32,108 2.82

32,108 2.82

TOTAL TELECOMMUNICATIONS 48,070 4.22

UTILITIES (4.03%, 31/01/2016 4.60%) 4.03ElectricitySSE 626,510 9,297 0.82

9,297 0.82

Gas, Water & MultiutilitiesCentrica 3,434,327 7,799 0.68National Grid 2,348,708 21,655 1.90Severn Trent 146,455 3,345 0.29United Utilities 424,531 3,887 0.34

36,686 3.21

TOTAL UTILITIES 45,983 4.03

54

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE 100 Index Tracking FundPortfolio statement (continued)as at 31 January 2017

DERIVATIVES (0.03%, 31/01/2016 0.01%) 0.03FuturesFTSE 100 Index Futures March 2017 203 326 0.03

326 0.03

TOTAL DERIVATIVES 326 0.03

Portfolio of investments 1,138,479 99.85

Net other assets 1,665 0.15

Total net assets 1,140,144 100.00

†This investment is a related party (see note 13).◊Asset managed by the Fund's Investment Adviser.

Derivatives can be exchange traded or Over the Counter (OTC) contracts.Holdings are denominated in Sterling unless otherwise stated.All holdings are ordinary shares or stock units and admitted to official stock exchange listings unless otherwise stated.

55

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

1) Global Data

Proportion of securities and commodities on loan as at 31 January 2017 £'000 % Total lendable assets excluding cash and cash equivalents: 1,062,233Securities and commodities on loan 10,020 0.94%

Assets engaged in SFTs and total return swaps as at 31 January 2017 £'000 % Fund assets under management (AUM) 1,141,138

Absolute value of assets engaged in:Securities lending 10,020 0.88%

2) Concentration Data

Top 10 collateral issuersName and value of collateral and commodities received as at 31 January 2017 £'000

Government of United Kingdom 1,012Sky 290Apple 205Eni 200HSBC 162China Life Insurance 149Aena 146Sherwin-Williams 140Facebook 139Kingdom of Belgium 135

Top 10 counterpartiesName and value of outstanding transactions as at 31 January 2017 £'000Securities lending

UBS 3,696Deutsche Bank 3,193Credit Suisse Securities (Europe) 2,631Merrill Lynch International 500

3) Aggregate Transaction Data

Type, quality and currency of collateral as at 31 January 2017Type Quality Currency £'000Securities lendingEquity Traded on recognised exchange Sterling 1,644Equity Traded on recognised exchange Australian dollar 138Equity Traded on recognised exchange Canadian dollar 1Equity Traded on recognised exchange Danish krone 110Equity Traded on recognised exchange Euro 3,129Equity Traded on recognised exchange Hong Kong dollar 458Equity Traded on recognised exchange Japanese yen 501Equity Traded on recognised exchange Norwegian krone 179Equity Traded on recognised exchange Singapore dollar 67Equity Traded on recognised exchange Swedish krona 156Equity Traded on recognised exchange Swiss franc 66Equity Traded on recognised exchange US dollar 2,859

Securities Financing Transactions (SFT) as at 31 January 2017

UK FTSE 100 Index Tracking Fund

56

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)as at 31 January 2017

UK FTSE 100 Index Tracking Fund

3) Aggregate Transaction Data (continued)

Type, quality and currency of collateral as at 31 January 2017 (continued)Type Quality Currency £'000Fixed Income Investment Grade Sterling 1,012Fixed Income Investment Grade Canadian dollar 35Fixed Income Investment Grade Euro 460Fixed Income Investment Grade US dollar 59Total collateral held 10,874

Maturity tenor of collateral (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - 9 66 1,491 9,308 10,874

Counterparty details as at 31 January 2017 TotalType £'000Securities lending Switzerland Bi-lateral 162Securities lending United Kingdom Bi-lateral 978Securities lending Germany Tri-party 3,495Securities lending Switzerland Tri-party 3,851Securities lending United Kingdom Tri-party 2,388Total collateral held 10,874

Maturity tenor of SFTs and total return swaps (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - - - - 10,020 10,020

4) Re-use of Collateral

The Fund does not engage in re-use of collateral.

5) Safekeeping of Collateral Received

Names and value of custodians safekeeping collateral as at 31 January 2017 £'000JP Morgan 9,197State Street 1,141Bank of New York 536

Number of custodians safekeeping collateral 3

6) Safekeeping of Collateral Granted

The Fund does not borrow stock from counterparties; therefore, no collateral has been granted.

7) Return and Costfor the year ended 31 January 2017

Collective Investment Manager of Collective Third Parties Undertaking Investment Undertaking (e.g. lending agent) Total

£'000 £'000 £'000 £'000Securities lendingGross return 49 3 13 65% of total gross return 75% 5% 20% 100%Cost* - - - -

*All direct costs from securities lending are borne by lending agent.

Countries of counterparty establishment Settlement and clearing

57

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE 100 Index Tracking FundStatement of total returnfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16Notes £'000 £'000 £'000 £'000

Income

Net capital gains/(losses) 3 199,212 (139,019)

Revenue 4 45,430 44,077

Expenses 5 (10,687) (10,931)

Interest payable and similar charges - -

Net revenue before taxation 34,743 33,146

Taxation 6 (435) (331)

Net revenue after taxation 34,308 32,815

Total return before distributions 233,520 (106,204)

Distributions 7 (34,307) (32,817)

Change in net assets attributable to shareholdersfrom investment activities 199,213 (139,021)

Statement of change in net assets attributable to shareholdersfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16£'000 £'000 £'000 £'000

Opening net assets attributable to shareholders 1,057,516 1,191,513

Amounts receivable on creation of shares 35,114 157,400Amounts payable on cancellation of shares (81,476) (182,948)Assets transferred to Open-Ended Investment Companies* (101,753) -

(148,115) (25,548)

Dilution adjustment 203 217

Change in net assets attributable to shareholders frominvestment activities (see Statement of total return above) 199,213 (139,021)

Retained distributions on accumulation shares 31,327 30,355

Closing net assets attributable to shareholders 1,140,144 1,057,516

*Relating to the transfer of assets to Aberdeen Foundation Growth Fund due to a disinvestment of a large client's portfolio. The receiving fund is managedby the Fund's Investment Adviser.

Notes to the financial statements are on pages 109 to 134.

58

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE 100 Index Tracking FundBalance sheetas at 31 January 2017

31/01/17 31/01/16Notes £'000 £'000

ASSETSFixed assets:

Investments 1,138,479 1,055,429

Current assets:Debtors 8 1,816 2,083Cash and bank balances 9 2,123 3,849

Total assets 1,142,418 1,061,361

LIABILITIESCreditors

Distribution payable 775 895Other creditors 10 1,499 2,950

Total liabilities 2,274 3,845

Net assets attributable to shareholders 1,140,144 1,057,516

Notes to the financial statements are on pages 109 to 134.

59

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE All-Share Index Tracking FundInvestment markets overview

Investment objective

Investment policy

UCITS scheme

Synthetic risk and reward profile

1 2 3 4 5 6 7

Investment review

Performance 01/02/16 01/02/15 01/02/14 01/02/13 01/02/12to 31/01/17 to 31/01/16 to 31/01/15 to 31/01/14 to 31/01/13

% % % % %22.63 (6.30) 8.48 9.67 16.6920.06 (4.63) 7.11 10.10 16.30

Tracking Error 31/01/17 31/01/16 31/01/15 31/01/14% % % %

0.04 0.05 0.07 0.070.00-0.20 0.00-0.20 0.00-0.20 0.00-0.20

Source: Financial Express for UK FTSE All-Share Index Tracking Fund and FTSE All-Share Index after 1 February 2013 and Morningstar for previousyears.Basis: For UK FTSE All-Share Index Tracking Fund, percentage growth, total return Share Class C (gross of annual management charge), publishedprices at 12.00pm.Basis: For FTSE All-Share Index, revenue reinvested and gross of expenses at close of business.

The investment objective of the U.K. FTSE All-Share Index Tracking Fund is to aim to match as closely as possible, subject to the effect of charges andregulations in force from time to time, the capital performance and net income yield of the FTSE All-Share Index.

The policy is to invest partially in companies comprising the FTSE All-Share Index. Index futures may be used for efficient portfolio managementpurposes only.

The Fund would qualify as a UCITS scheme operating under Chapter 5 of the COLL Sourcebook if it were in itself an Open-Ended Investment Companyin respect of which an authorisation order made by the FCA were in force. Not more than 10% of the scheme property may consist of units in collectiveinvestment schemes.

Typically lower rewards,lower risk

Typically higher rewards,higher risk

* The Realised Tracking Error measures how consistently the Fund follows its benchmark and is defined as being the volatility of differences in returnsbetween the Fund and its benchmark over a 3 year period.** The Anticipated Tracking Error calculated using the performance of the Fund against the closing position of the Benchmark Index will be in the regionof 0.00-0.20%. Factors likely to affect the ability of the Fund in meeting this objective are transaction costs, small illiquid components, dividendreinvestment, rebalancing, Fund expenses, significant inflows or outflows and the cash management thereof.Past performance is not a guide to future performance. The value of an investment and the revenue from it may go up and down and you may get backless than invested.

Realised Tracking Error*Anticipated Tracking Error**

UK FTSE All-Share Index Tracking Fund

The Fund is ranked at 5* because it has experienced medium to high levels of volatility over the past 5 years.

* As disclosed in the key investor information document dated 13 January 2017.

FTSE All-Share Index

There are several different ways of measuring risk. The table below uses an industry standard measure of fund risk based on measuring a fund's volatilityusing its returns over the past five years. Volatility is generated by both rising and falling prices. Volatility doesn't tell you how much a fund has lost orgained; it indicates how volatile its returns were historically. The Fund's ranking may change over time and may not be a reliable indication of its futurerisk profile.

This is a separate measure to the fund Risk Profiles we used to determine our investment portfolios (where we used our own methodology to take anoverall look at the funds' risks and aims and group our funds into Cautious/Medium, Medium, Medium/Adventurous, Adventurous Profiles).

60

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE All-Share Index Tracking FundInvestment markets overview (continued)

The recovery, at least among large cap equities in the UK was nearly as quick. For example, the companies that make up the FTSE 100 Index benefitedfrom the pound’s decline because many of them generate the bulk of their profits overseas.

There have been increasing signs of inflation in recent months and data released at the end of the reporting period confirmed the trend. The cost of livingin the UK reached a two-year high in December. According to the Office for National Statistics the consumer prices index showed that inflation rose to1.6%.

In terms of activity and composition, the Fund continued to mirror the FTSE All-Share Index. We therefore periodically rebalanced its holdings inaccordance with the changes that index provider FTSE made at its quarterly reviews.

Over the period, the top performers in the index included Ferrexpo, Hochschild Mining, Anglo American, Premier Oil and Vedanta Resources. Conversely,Sepura, Circassia Pharmaceuticals, St Ives, Capita and Laird lagged behind.

UK household spending power will come under pressure this year as sterling’s depreciation drives inflation up. With fiscal policy also acting a drag, animprovement in business investment and net trade are unlikely to prevent gross domestic product growth cooling over the next two years. With few signsthat rising headline inflation is causing second-round effects in the form of higher wages and inflation expectations, we expect the Bank of England tokeep interest rates on hold this year and next.

Aberdeen Asset Investments LimitedFebruary 2017

In the run-up to the Brexit referendum, all eyes were on the UK as its voters decided whether the country should remain a member of the European Union(EU). This led to some big share price movements as opinion polls swung between the ‘Leave’ and ‘Remain’ camps. The backlash after the Leave resultwas swift, global stock markets sold off, sterling fell to a 30-year low against the US dollar and David Cameron announced that he would step down asprime minister. Theresa May took over bringing a relatively quick resolution to the political situation.

Investment review (continued)

UK equity markets delivered strong returns over the reporting period. At the sector level, basic materials turned in a very positive performance while oil &gas also did well. In contrast, telecoms and utilities lagged behind.

61

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table

Share Class A

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class C

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges^

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

^The return after charges figure is calculated as the return after operating charges per share divided by the opening net asset value per share. This isdifferent to the performance return stated in the Investment Market Review which is sourced from Financial Express and based on daily published prices.

47.54 48.89 49.44

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

63.71 59.05 55.69

1.03% 1.03% 1.03%505,879,000 563,266,000 622,161,000

315,582 289,428 344,534

21.41% (7.22%) 7.41%

62.38 51.38 55.38

0.01 - -

1.60 1.45 1.30

11.00 (4.00) 3.82(1.60) (1.45) (1.30)

(0.59) (0.57) (0.55)

51.38 55.38 51.5611.59 (3.43) 4.37

31/01/17(p)

31/01/16(p)

31/01/15(p)

51.42 53.64 55.54

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

67.94 65.73 63.29

0.50% 0.50% 0.50%171,716,272 179,856,272 188,341,272

112,785 99,948 115,913

21.85% (6.60%) 7.91%

65.68 55.57 61.54

0.01 - -

(2.03) (1.91) (1.79)

(0.31) (0.31) (0.30)

55.57 61.54 58.6912.45 (3.75) 4.94

12.14 (4.06) 4.64

HBOS UK Investment Funds ICVC

UK FTSE All-Share Index Tracking Fund

31/01/17(p)

31/01/16(p)

31/01/15(p)

62

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK FTSE All-Share Index Tracking Fund

Share Class F

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class G

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 29.63 30.48 30.83

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

39.71 36.81 34.72

1.00% 1.04% 1.00%41,843,000 84,678,000 25,208,000

16,269 27,120 8,703

21.39% (7.21%) 7.37%

38.88 32.03 34.52

0.01 - -

1.00 0.90 0.82

6.85 (2.49) 2.37(1.00) (0.90) (0.82)

(0.35) (0.36) (0.34)

32.03 34.52 32.157.20 (2.13) 2.71

31/01/17(p)

31/01/16(p)

31/01/15(p)

29.34 30.18 30.51

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

39.32 36.45 34.37

1.01% 1.01% 1.01%438,581,000 462,337,000 472,537,000

168,881 146,641 161,514

21.41% (7.20%) 7.42%

38.51 31.72 34.18

0.01 - -

0.99 0.90 0.81

6.79 (2.46) 2.36(0.99) (0.90) (0.81)

(0.35) (0.34) (0.34)

31.72 34.18 31.827.14 (2.12) 2.70

31/01/17(p)

31/01/16(p)

31/01/15(p)

63

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK FTSE All-Share Index Tracking Fund

Share Class I

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#∆Direct transaction costs~

PricesHighest share priceLowest share price

∆Fees are payable by institutional investors in this share class to the ACD outside the Fund.

51.48 53.82 55.65

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.02% 0.00% 0.00%

68.16 65.90 63.46

0.00% 0.00% 0.00%1,975,139,068 2,377,369,068 2,620,504,068

1,298,740 1,322,294 1,614,444

22.38% (6.14%) 8.43%

65.75 55.62 61.61

0.01 - -

12.45 (3.78) 4.95(2.32) (2.21) (2.08)

- - -

55.62 61.61 58.7412.45 (3.78) 4.95

31/01/17(p)

31/01/16(p)

31/01/15(p)

64

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE All-Share Index Tracking FundMaterial portfolio changes

Cost ProceedsMajor purchases £'000 Major sales £'000 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 160,450 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 142,291FTSE 100 Index Futures September 2016 121,719 FTSE 100 Index Futures September 2016 122,436FTSE 100 Index Futures December 2016 107,437 FTSE 100 Index Futures December 2016 109,194FTSE 100 Index Futures June 2016 84,627 FTSE 100 Index Futures June 2016 85,118FTSE 100 Index Futures March 2017 63,903 FTSE 100 Index Futures March 2016 43,607FTSE 100 Index Futures March 2016 19,792 SABMiller 41,179FTSE 250 Index Futures September 2016 16,401 FTSE 100 Index Futures March 2017 25,804FTSE 250 Index Futures December 2016 14,243 ARM 22,815Shire 12,888 HSBC 16,793FTSE 250 Index Futures March 2017 11,280 FTSE 250 Index Futures September 2016 16,715

#With effect from 18 July 2016 holding moved from Aberdeen Global Liquidity Sterling Fund Advisory to Aberdeen Liquidity Fund (Lux) - Sterling Fund.◊Asset managed by the Fund's Investment Adviser.Purchases and sales of Futures have been included at the value of their exposure.

65

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net AssetsBASIC MATERIALS (7.58%, 31/01/2016 3.89%) 7.58ChemicalsCarclo 28,333 37 0.00Croda International 109,107 3,682 0.19Elementis 384,331 1,023 0.05Johnson Matthey 162,303 5,341 0.28Synthomer 228,475 1,020 0.05Victrex 67,433 1,289 0.07

12,392 0.64

Forestry & PaperMondi 307,980 5,439 0.28

5,439 0.28

Industrial Metals & MiningEvraz 418,655 909 0.05Ferrexpo 127,331 188 0.01Kenmare Resources 67,651 200 0.01

1,297 0.07

MiningAcacia Mining 132,733 550 0.03Anglo American 1,095,815 14,958 0.78Antofagasta 297,634 2,475 0.13BHP Billiton 1,771,198 25,762 1.35Centamin 916,558 1,395 0.07Fresnillo 142,129 2,023 0.11Gem Diamonds 155,675 187 0.01Glencore 9,777,974 31,964 1.67Hochschild Mining 228,940 536 0.03KAZ Minerals 237,202 1,082 0.06Lonmin 255,667 327 0.02Petra Diamonds 438,638 662 0.03Petropavlovsk 1,536,525 104 0.01Polymetal International 215,283 1,952 0.10Randgold Resources 77,861 5,158 0.27Rio Tinto 1,010,484 35,817 1.87Vedanta Resources 95,861 994 0.05

125,946 6.59

TOTAL BASIC MATERIALS 145,074 7.58

CONSUMER GOODS (14.48%, 31/01/2016 17.37%) 14.48Automobiles & PartsGKN 1,437,119 5,027 0.26

5,027 0.26

BeveragesA.G. Barr 77,794 389 0.02Britvic 210,021 1,298 0.07Coca-Cola HBC 165,531 3,024 0.16Diageo 2,112,222 46,965 2.46Stock Spirits 130,493 234 0.01

51,910 2.72

UK FTSE All-Share Index Tracking FundPortfolio statement as at 31 January 2017

66

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

CONSUMER GOODS (continued) 14.48Food ProducersAssociated British Foods 292,242 7,020 0.37Carr's 42,571 60 0.00Cranswick 42,576 964 0.05Dairy Crest 118,334 699 0.04Devro 148,547 247 0.01Greencore 587,195 1,355 0.07Premier Foods 998,137 392 0.02Tate & Lyle 390,777 2,612 0.14

13,349 0.70

Household Goods & Home ConstructionBarratt Developments 835,075 3,964 0.21Bellway 102,462 2,548 0.13Berkeley 105,567 2,974 0.16Bovis Homes 112,886 934 0.05Countryside Properties 132,507 309 0.01Crest Nicholson 204,533 1,034 0.05Headlam 77,723 418 0.02McBride 218,551 355 0.02McCarthy & Stone 195,286 321 0.02MJ Gleeson 40,433 220 0.01Persimmon 256,501 4,951 0.26Reckitt Benckiser 525,476 35,832 1.87Redrow 185,236 818 0.04Taylor Wimpey 2,709,195 4,551 0.24

59,229 3.09

Leisure GoodsPhoto-Me International 191,016 294 0.02

294 0.02

Personal GoodsBurberry 371,531 6,164 0.32Jimmy Choo 104,116 153 0.01PZ Cussons 254,646 769 0.04SuperGroup 29,328 436 0.02Ted Baker 23,060 648 0.03Unilever 1,011,745 32,897 1.72

41,067 2.14

TobaccoBritish American Tobacco 1,554,527 75,970 3.97Imperial Tobacco 807,938 30,132 1.58

106,102 5.55

TOTAL CONSUMER GOODS 276,978 14.48

CONSUMER SERVICES (11.28%, 31/01/2016 12.64%) 11.28Food & Drug RetailersBooker 1,377,396 2,821 0.15Greggs 85,072 825 0.04J Sainsbury 1,405,317 3,672 0.19Ocado 338,627 905 0.05Tesco 6,811,984 13,334 0.70Wm Morrison Supermarkets 1,815,087 4,314 0.23

25,871 1.36

67

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

CONSUMER SERVICES (continued) 11.28General RetailersAO World 164,430 261 0.01B&M European Value Retail 570,268 1,721 0.09Card Factory 199,014 495 0.03Carpetright 61,869 113 0.01Debenhams 1,027,935 542 0.03DFS Furniture 113,016 253 0.01Dignity 41,234 984 0.05Dixons Carphone 834,329 2,641 0.14Dunelm 78,154 525 0.03Findel 103,211 218 0.01Halfords 171,257 624 0.03Inchcape 370,318 2,655 0.14JD Sports Fashion 253,775 873 0.05Just Eat 460,105 2,485 0.13Kingfisher 1,955,864 6,605 0.35Laura Ashley 22,910 4 0.00Lookers 285,790 355 0.02Marks & Spencer 1,379,864 4,656 0.24Mothercare 136,332 156 0.01N Brown 140,109 309 0.02Next 123,482 4,784 0.25Pendragon 1,288,754 448 0.02Pets at Home 306,094 612 0.03Saga 926,603 1,706 0.09Sports Direct International 216,232 627 0.03Topps Tiles 127,124 105 0.01WH Smith 93,249 1,517 0.08

36,274 1.91

Media4imprint 25,991 429 0.02Ascential 131,985 379 0.02Auto Trader 816,632 3,271 0.17Bloomsbury Publishing 98,886 166 0.01Entertainment One 352,845 816 0.04Euromoney Institutional Investor 35,191 390 0.02Gocompare.Com 212,990 179 0.01Informa 680,271 4,442 0.23ITE 229,250 352 0.02ITV 3,139,452 6,458 0.34Moneysupermarket.com 411,272 1,362 0.07Pearson 681,871 4,207 0.22Perform* 105,987 - 0.00RELX 918,202 13,204 0.69Rightmove 76,968 3,099 0.16Sky 879,363 8,802 0.46STV 30,164 109 0.01Tarsus 73,009 197 0.01Trinity Mirror 238,766 250 0.01UBM 327,091 2,311 0.12WPP 1,086,843 20,356 1.06Zoopla Property 204,780 762 0.04

71,541 3.73

68

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

CONSUMER SERVICES (continued) 11.28Travel & LeisureCarnival 153,032 6,608 0.35Cineworld 163,495 1,002 0.05Compass 1,381,739 19,593 1.02Domino's Pizza 342,387 1,239 0.06easyJet 208,345 2,011 0.11Enterprise Inns 465,076 620 0.03FirstGroup 1,009,829 1,056 0.06Flybe 189,239 84 0.00Fuller Smith & Turner 27,841 278 0.01Go-Ahead 35,753 789 0.04Greene King 258,921 1,764 0.09GVC 230,104 1,384 0.07Gym 59,102 113 0.01Hostelworld 67,861 143 0.01InterContinental Hotels 164,794 6,120 0.32International Consolidated Airlines 1,443,150 7,019 0.37JD Wetherspoon 72,780 684 0.04Ladbrokes 852,113 1,022 0.05Marston's 491,783 651 0.03Merlin Entertainments 595,109 2,871 0.15Millennium & Copthorne Hotels 107,646 469 0.02Mitchells & Butlers 206,442 543 0.03National Express 353,598 1,185 0.06Paddy Power Betfair 69,164 5,765 0.30Playtech 175,848 1,452 0.08Rank 156,701 308 0.02Restaurant 169,271 491 0.03SSP 394,330 1,550 0.08Stagecoach 357,350 749 0.04Thomas Cook 1,287,943 1,111 0.06TUI 395,213 4,644 0.24Whitbread 153,015 6,043 0.32William Hill 739,728 1,924 0.10Wizz Air 35,919 649 0.03

81,934 4.28

TOTAL CONSUMER SERVICES 215,620 11.28

FINANCIALS (27.93%, 31/01/2016 26.51%) 27.93BanksAldermore 164,325 356 0.02Barclays 14,044,074 31,283 1.64BGEO 28,051 821 0.04CYBG 731,524 1,995 0.10HSBC 16,805,321 115,452 6.04Lloyds Banking Group† 53,676,448 35,153 1.84Metro Bank 61,705 2,047 0.11Royal Bank of Scotland 2,717,671 6,117 0.32Shawbrook 105,677 270 0.01Standard Chartered 2,250,975 17,686 0.93TBC Bank 25,695 377 0.02Virgin Money UK 202,259 629 0.03

212,186 11.10

69

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 27.93Equity Investment Instruments3i Infrastructure 577,196 1,100 0.06Aberdeen Asian Income Fund◊ 235,716 475 0.02Aberdeen Asian Smaller Companies Investment Trust◊ 31,891 310 0.02Aberdeen New Dawn Investment Trust◊ 106,567 214 0.01Aberdeen New India Investment Trust◊ 47,961 186 0.01Aberdeen UK Tracker Trust◊ 88,622 293 0.02Aberforth Geared Income Trust 101,751 216 0.01Aberforth Smaller Companies Trust 79,997 921 0.05Alcentra European Floating Rate Income Fund 126,101 129 0.01Alliance Trust 465,322 3,029 0.16Allianz Technology Trust 35,669 298 0.02Artemis Alpha Trust 2,641 7 0.00Baillie Gifford Japan Trust 68,427 401 0.02Baillie Gifford Shin Nippon 34,462 204 0.01Bankers Investment Trust 99,169 702 0.04Baring Emerging Europe 14,607 104 0.01BBGI Fund 456,536 647 0.03BH Global 25,978 330 0.02BH Macro 29,773 617 0.03Biotech Growth Trust 49,613 342 0.02BlackRock Frontiers Investment Trust 133,735 190 0.01BlackRock Greater Europe Investment Trust 98,234 279 0.01BlackRock Income Strategies Trust 330,311 356 0.02BlackRock Latin American Investment Trust 65,459 276 0.01BlackRock Smaller Companies Trust 42,014 420 0.02BlackRock Throgmorton Trust 95,272 342 0.02BlackRock World Mining Trust 174,675 668 0.03Bluefield Solar Income Fund 162,907 174 0.01British Empire Trust 116,173 756 0.04Brunner Investment Trust 26,902 169 0.01Caledonia Investments 28,079 765 0.04City Merchants High Yield Trust 31,194 60 0.00City of London Investment Trust 261,895 1,038 0.05CQS New City High Yield Fund 314,652 190 0.01CVC Credit Partners European Opportunities 350,779 366 0.02Dexion Equity Alternative* 136,948 - 0.00Diverse Income Trust 323,413 297 0.02Dragon Capital - Vietnam Enterprise Investments 179,147 541 0.03Dunedin Income Growth Investment Trust 140,519 343 0.02Edinburgh Dragon Trust 170,536 535 0.03Edinburgh Investment Trust 164,534 1,150 0.06Edinburgh Worldwide Investment Trust 43,470 222 0.01Electra Private Equity 21,143 983 0.05European Investment Trust 52,604 419 0.02F&C Capital & Income Investment Trust 84,068 236 0.01F&C Global Smaller Companies 53,714 659 0.03F&C Private Equity Trust 75,500 221 0.01Fidelity Asian Values 60,067 217 0.01Fidelity Asian Values Subscription Shares 12,013 3 0.00Fidelity China Special Situations 478,989 856 0.04Fidelity European Values 358,925 668 0.03Fidelity Special Values 161,063 364 0.02Finsbury Growth & Income Trust 107,098 697 0.04Foreign & Colonial Investment Trust 473,865 2,587 0.14Foresight Solar Fund 261,895 283 0.01Funding Circle SME Income Fund 145,060 150 0.01Fundsmith Emerging Equities Trust 17,198 179 0.01GCP Asset Backed Income Fund 130,065 136 0.01GCP Asset Backed Income Fund C share class* 130,065 - 0.00GCP Infrastructure Investments Fund 502,483 616 0.03

70

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 27.93Equity Investment Instruments (continued)Genesis Emerging Markets Fund 115,944 704 0.04Greencoat UK Wind 427,339 519 0.03Hansa Trust 8,835 75 0.00HarbourVest Global Private Equity 68,596 811 0.04Henderson Diversified Income 147,682 134 0.01Henderson European Focus Trust 17,627 201 0.01Henderson EuroTrust 27,380 267 0.01Henderson Far East Income 93,976 330 0.02Henderson High Income Trust 98,710 178 0.01Henderson International Income Trust 135,248 199 0.01Henderson Smaller Companies Investment Trust 68,921 458 0.02Henderson Value Trust 37,205 103 0.01Herald Investment Trust 66,747 595 0.03HgCapital Trust 35,461 535 0.03HICL Infrastructure Fund 1,114,072 1,783 0.09Highbridge Multi-Strategy Fund 106,591 211 0.01ICG Enterprise Trust 62,574 435 0.02Impax Environmental Markets 201,944 436 0.02International Biotechnology 37,865 206 0.01International Public Partnerships 869,828 1,325 0.07INVESCO Asia Trust 73,134 173 0.01Invesco Income Growth Trust 51,913 143 0.01Invesco Perpetual UK Smaller Companies Investment Trust 71,319 303 0.02John Laing Environmental Assets 143,341 152 0.01John Laing Infrastructure Fund 592,216 779 0.04JPMorgan American Investment Trust 239,699 870 0.05JPMorgan Asian Investment Trust 88,993 250 0.01JPMorgan Chinese Investment Trust 4,442 9 0.00JPMorgan Claverhouse Investment Trust 51,066 319 0.02JPMorgan Emerging Markets Investment Trust 110,918 777 0.04JPMorgan European Investment Trust Growth Shares 74,437 196 0.01JPMorgan European Investment Trust Income Shares 124,083 175 0.01JPMorgan European Smaller Companies Trust 140,697 431 0.02JPMorgan Global Convertibles Income Fund 185,507 171 0.01JPMorgan Global Emerging Markets Income Trust 204,491 242 0.01JPMorgan Global Growth & Income 112,894 318 0.02JPMorgan Indian Investment Trust 92,791 583 0.03JPMorgan Japan Smaller Companies Trust 1,531 5 0.00JPMorgan Japanese Investment Trust 141,852 478 0.02JPMorgan Mid Cap Investment Trust 21,526 195 0.01JPMorgan Russian Securities 72,535 380 0.02JPMorgan Smaller Companies Investment Trust 28,469 233 0.01Jupiter European Opportunities Trust 90,252 502 0.03Jupiter US Smaller Companies 1,111 10 0.00Keystone Investment Trust 12,551 203 0.01Law Debenture 125,852 668 0.03Lowland Investment Company 28,059 387 0.02Majedie Investments 364 1 0.00Martin Currie Asia Unconstrained Trust 2,886 10 0.00Martin Currie Portfolio Investment Trust 88,043 197 0.01Mercantile Investment Trust 80,713 1,400 0.07Merchants Trust 95,325 432 0.02Middlefield Canadian Income 103,693 106 0.01Monks Investment Trust 181,521 1,081 0.06Montanaro UK Smaller Companies Investment Trust 28,245 132 0.01Murray Income Trust 72,979 528 0.03Murray International Trust 106,792 1,225 0.06NB Global Floating Rate Income Fund 1,026,730 1,002 0.05NextEnergy Solar Fund 223,391 246 0.01North American Income Trust 31,998 390 0.02

71

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 27.93Equity Investment Instruments (continued)North Atlantic Smaller Companies Investment Trust 9,600 236 0.01P2P Global Investments 74,380 582 0.03Pacific Assets Trust 105,025 241 0.01Pacific Horizon Investment Trust 5,182 11 0.00Pantheon International 34,085 586 0.03Perpetual Income and Growth Investment Trust 202,285 724 0.04Personal Assets Trust 983 386 0.02Polar Capital Global Financials Trust 186,629 240 0.01Polar Capital Global Healthcare Growth and Income Trust 113,420 213 0.01Polar Capital Technology Trust 114,844 1,003 0.05Ranger Direct Lending Fund 13,186 136 0.01Renewables Infrastructure 659,559 729 0.04RIT Capital Partners 106,560 1,982 0.10Riverstone Energy 49,539 627 0.03Ruffer Investment 119,699 282 0.01Schroder Asian Total Return Investment 67,991 180 0.01Schroder AsiaPacific Fund 187,922 658 0.03Schroder Income Growth Fund 60,084 162 0.01Schroder Japan Growth Fund 63,513 121 0.01Schroder Oriental Income Fund 216,647 500 0.03Schroder UK Growth Fund 191,720 323 0.02Schroder UK Mid Cap Fund 5,434 24 0.00Scottish American Investment Fund 149,683 472 0.02Scottish Investment Trust 91,669 709 0.04Scottish Mortgage Investment Trust 1,079,665 3,701 0.19Scottish Oriental Smaller Companies Trust 38,731 358 0.02Securities Trust of Scotland 12,530 20 0.00Sequoia Economic Infrastructure Income Fund 263,010 292 0.02SQN Asset Finance Income Fund 155,591 175 0.01Standard Life Equity Income Trust 39,669 157 0.01Standard Life European Private Equity Trust 74,879 219 0.01Standard Life UK Smaller Companies Trust 64,527 241 0.01Starwood European Real Estate Finance 221,276 239 0.01Syncona 329,287 425 0.02Temple Bar Investment Trust 55,616 678 0.04Templeton Emerging Markets Investment Trust 261,198 1,599 0.08TR European Growth Trust 43,902 358 0.02TR Property Investment Trust 268,049 763 0.04Troy Income & Growth Trust 235,670 176 0.01TwentyFour Income Fund 215,586 246 0.01TwentyFour Select Monthly Income Fund 149,752 140 0.01Utilico Emerging Markets 208,970 411 0.02Value and Income Trust 2,807 7 0.00VinaCapital Vietnam Opportunity Fund 181,712 491 0.03Witan Investment Trust 165,251 1,510 0.08Witan Pacific Investment Trust 56,882 162 0.01Woodford Patient Capital Trust 698,336 640 0.03Worldwide Healthcare Trust 41,273 882 0.05

79,160 4.12

Financial Services3i 808,099 5,681 0.30Aberdeen Asset Management◊ 828,922 2,182 0.11Allied Minds 103,511 408 0.02Arrow Global 102,701 320 0.02Ashmore 330,810 1,025 0.05Brewin Dolphin 230,098 720 0.04Close Brothers 124,986 1,820 0.10CMC Markets 84,795 96 0.01Hargreaves Lansdown 182,968 2,468 0.13

72

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 27.93Financial Services (continued)Henderson 884,739 1,931 0.10IG 304,641 1,610 0.09Intermediate Capital 242,825 1,708 0.09International Personal Finance 191,417 333 0.02Investec 522,355 2,975 0.16IP 455,384 864 0.05John Laing 315,150 827 0.04Jupiter Fund Management 349,289 1,401 0.07London Stock Exchange 261,671 8,237 0.43Man 1,284,773 1,702 0.09NEX 256,966 1,483 0.08OneSavings Bank 88,020 295 0.02Paragon 249,833 1,008 0.05Provident Financial 122,584 3,307 0.17PureTech Health 62,320 76 0.00Rathbone Brothers 39,934 818 0.04Schroders 94,772 2,790 0.15SVG Capital 142,844 1,016 0.05Tullett Prebon 410,769 1,892 0.10VPC Specialty Lending Investments 338,232 263 0.01

49,256 2.59

Life InsuranceAviva 3,392,562 16,291 0.85Chesnara 152,990 536 0.03JRP 374,574 546 0.03Legal & General 4,979,490 11,811 0.62Old Mutual 4,098,472 8,652 0.45Phoenix 298,197 2,262 0.12Prudential 2,139,861 33,253 1.74St James's Place 434,634 4,694 0.25Standard Life 1,640,274 5,707 0.30

83,752 4.39

Non-Equity Investment InstrumentsAberdeen Liquidity Fund (Lux) - Sterling Fund◊ 46,061 46,061 2.41JPMorgan Smaller Companies Investment Trust Subscription Shares‡ 5,694 0 0.00

46,061 2.41

Non-Life InsuranceAdmiral 166,189 2,970 0.16Beazley 434,531 1,759 0.09Direct Line Insurance 1,153,101 4,110 0.22esure 212,990 430 0.02Hastings 121,624 273 0.01Hiscox 238,203 2,451 0.13Jardine Lloyd Thompson 102,547 1,051 0.05Lancashire 166,120 1,128 0.06Novae 56,270 351 0.02RSA Insurance 851,707 4,953 0.26

19,476 1.02

Real Estate Investment & ServicesCapital & Counties Properties 611,147 1,679 0.09CLS 15,382 246 0.01Countrywide 137,097 241 0.01Daejan 4,399 276 0.02F&C Commercial Property Trust 453,191 614 0.03F&C UK Real Estate Investment 138,214 137 0.01Foxtons 237,694 231 0.01

73

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 27.93Real Estate Investment & Services (continued)Grainger 344,484 813 0.04Helical 92,221 269 0.01Kennedy Wilson Europe Real Estate 98,706 936 0.05LSL Property Services 39,689 81 0.00Macau Property Opportunities Fund 46,899 67 0.00MedicX Fund 235,816 208 0.01Phoenix Spree Deutschland REIT 69,195 170 0.01Picton Property Income 590,280 469 0.02Raven Russia 360,393 169 0.01Savills 107,523 825 0.04St. Modwen Properties 157,185 493 0.03U & I 128,035 207 0.01UK Commercial Property Trust 547,860 460 0.02UNITE 186,038 1,083 0.06

9,674 0.49

Real Estate Investment TrustsAssura 1,385,581 730 0.04Big Yellow 119,397 807 0.04British Land 858,942 5,046 0.26Capital & Regional 437,481 240 0.01Custodian REIT 142,453 155 0.01Derwent London 83,524 2,075 0.11Empiric Student Property 388,647 421 0.02Great Portland Estates 288,419 1,788 0.09Hammerson 657,703 3,598 0.19Hansteen 618,378 672 0.04Intu Properties 786,158 2,115 0.11Land Securities 659,726 6,554 0.34LondonMetric Property 495,861 726 0.04NewRiver REIT 194,978 612 0.03Primary Health Properties 498,098 528 0.03Redefine International 923,155 358 0.02Regional REIT 189,947 198 0.01Safestore 177,764 651 0.03Schroder Real Estate Investment Trust 451,287 256 0.01Segro 621,990 2,874 0.15Shaftesbury 233,004 2,033 0.11Standard Life Investment Property Income Trust 336,831 288 0.02Target Healthcare REIT 219,255 243 0.01Town Centre Securities 21,762 59 0.00Tritax Big Box REIT 684,185 948 0.05Workspace 97,252 729 0.04

34,704 1.81

TOTAL FINANCIALS 534,269 27.93

HEALTH CARE (8.60%, 31/01/2016 8.88%) 8.60Health Care Equipment & ServicesCambian 87,288 131 0.01Consort Medical 37,599 364 0.02ConvaTec 537,713 1,329 0.07Mediclinic International 311,221 2,448 0.13NMC Health 55,225 905 0.05Smith & Nephew 751,949 8,918 0.47Spire Healthcare 235,454 742 0.04UDG Healthcare 205,049 1,313 0.07

16,150 0.86

74

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

HEALTH CARE (continued) 8.60Pharmaceuticals & BiotechnologyAstraZeneca 1,058,283 44,464 2.32BTG 320,109 1,709 0.09Circassia Pharmaceuticals 163,929 147 0.01Dechra Pharmaceuticals 74,423 1,074 0.06Genus 51,374 861 0.05GlaxoSmithKline 4,077,102 62,563 3.27Hikma Pharmaceuticals 112,894 2,037 0.11Indivior 541,031 1,598 0.08Oxford Biomedica 2,383,543 100 0.00Shire 750,099 32,806 1.71Vectura 648,059 839 0.04

148,198 7.74

TOTAL HEALTH CARE 164,348 8.60

INDUSTRIALS (10.65%, 31/01/2016 10.28%) 10.65Aerospace & DefenceAvon Rubber 26,437 267 0.01BAE Systems 2,652,425 15,503 0.81Chemring 246,385 477 0.02Cobham 1,436,255 1,971 0.10Meggitt 652,706 2,743 0.14QinetiQ 501,066 1,330 0.07Rolls-Royce 1,378,532 9,264 0.48Senior 349,927 691 0.04Ultra Electronics 58,306 1,079 0.06

33,325 1.73

Construction & MaterialsBalfour Beatty 577,159 1,494 0.08Boot Henry 87,214 177 0.01Costain 97,794 358 0.02CRH 695,595 19,567 1.02Galliford Try 68,368 921 0.05Ibstock 167,752 313 0.02Keller 61,026 486 0.03Kier 76,600 1,060 0.06Low & Bonar 225,305 153 0.01Marshalls 177,763 506 0.03Morgan Sindall 48,632 400 0.02Polypipe 140,090 475 0.02Tyman 184,528 493 0.03Volution 126,960 221 0.01

26,624 1.41

Electronic & Electrical EquipmentDialight 27,966 241 0.01e2v technologies 221,243 602 0.03Halma 315,681 2,963 0.14Morgan Crucible 244,728 737 0.04Oxford Instruments 56,354 405 0.02Renishaw 31,269 891 0.05Spectris 99,395 2,435 0.13TT Electronics 209,836 319 0.02Xaar 86,397 345 0.02XP Power 13,682 247 0.01

9,185 0.47

75

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (continued) 10.65General IndustrialsDS Smith 787,699 3,522 0.18RPC 267,232 2,881 0.15Smiths 328,763 5,004 0.26Smurfit Kappa 194,622 4,101 0.21Vesuvius 230,939 1,106 0.06

16,614 0.86

Industrial EngineeringBodycote 160,330 1,066 0.06Fenner 225,381 709 0.04Hill & Smith 69,463 825 0.04IMI 228,885 2,708 0.14Renold 123,489 67 0.00Rotork 723,716 1,862 0.10Severfield 258,307 206 0.01Spirax-Sarco Engineering 61,161 2,654 0.14Trifast 103,187 212 0.01Weir 184,573 3,738 0.19

14,047 0.73

Industrial TransportationBBA Aviation 870,418 2,439 0.13Braemar Shipping Services 10,539 26 0.00Clarkson 22,151 516 0.03James Fisher & Sons 37,442 574 0.03Royal Mail 763,139 3,122 0.16Stobart 335,382 595 0.03Wincanton 98,094 242 0.01

7,514 0.39

Support ServicesAA 508,133 1,247 0.06Acal 53,810 126 0.01Aggreko 201,219 2,032 0.11Ashtead 422,097 6,838 0.36Babcock International 421,141 3,771 0.20Berendsen 144,081 1,178 0.06Brammer 140,998 232 0.01Bunzl 278,427 5,850 0.31Capita 555,067 2,784 0.15Carillion 360,805 779 0.04Charles Taylor 11,808 24 0.00Communisis 192,130 86 0.00DCC 73,980 4,698 0.25De La Rue 91,998 535 0.03Diploma 97,268 986 0.05Electrocomponents 367,914 1,785 0.09Equiniti 173,135 327 0.02Exova 55,203 105 0.01Experian 816,428 12,663 0.66Filtrona 218,441 896 0.05G4S 1,301,161 3,393 0.18Grafton 179,450 1,048 0.05Hays 1,180,881 1,817 0.10Hogg Robinson 86,314 61 0.00HomeServe 213,213 1,256 0.07Howden Joinery 520,418 1,946 0.10Interserve 129,403 417 0.02Intertek 134,804 4,620 0.24IWG 522,312 1,306 0.07

76

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (continued) 10.65Support Services (continued)John Menzies 92,626 554 0.03Lavendon 233,438 628 0.03Mears 110,211 549 0.03Michael Page International 256,556 1,106 0.06Mitie 303,556 598 0.03Northgate 120,383 615 0.03PayPoint 57,059 539 0.03Paysafe 390,511 1,481 0.08Rentokil Initial 1,517,963 3,432 0.18Ricardo 43,705 417 0.02Robert Walters 61,262 222 0.01RPS 236,670 532 0.03Sanne 70,317 433 0.02Serco 921,279 1,309 0.07Shanks 639,852 609 0.03SIG 494,382 509 0.03Smiths News 225,827 312 0.02Speedy Hire 681,632 348 0.02St Ives 116,116 87 0.00SThree 105,719 330 0.02Travis Perkins 207,021 3,002 0.16Vp 14,337 115 0.01Wolseley 211,188 10,509 0.55Worldpay 1,403,120 4,020 0.21WS Atkins 84,293 1,238 0.06

96,300 5.06

TOTAL INDUSTRIALS 203,609 10.65

OIL & GAS (12.59%, 31/01/2016 10.76%) 12.59Oil & Gas ProducersBP 15,984,922 76,320 3.99Cairn Energy 488,974 1,119 0.06EnQuest 1,158,351 515 0.03Nostrum Oil & Gas 55,013 258 0.01Ophir Energy 617,672 579 0.03Premier Oil 468,847 411 0.02Royal Dutch Shell 'A' Shares 3,662,285 80,058 4.19Royal Dutch Shell 'B' Shares 3,143,996 71,573 3.74Soco International 229,631 348 0.02Tullow Oil 758,005 2,206 0.11

233,387 12.20

Oil Equipment, Services & DistributionAMEC 327,701 1,468 0.08Cape 127,456 228 0.01Gulf Marine Services 76,853 50 0.00Hunting 125,815 706 0.04John Wood 306,642 2,596 0.14Lamprell 261,970 246 0.01Petrofac 217,099 2,015 0.11

7,309 0.39

TOTAL OIL & GAS 240,696 12.59

TECHNOLOGY (0.82%, 31/01/2016 1.50%) 0.82Software & Computer ServicesAveva 54,260 1,026 0.06Computacenter 59,952 477 0.02FDM 78,935 471 0.02

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

TECHNOLOGY (continued) 0.82Software & Computer Services (continued)Fidessa 32,354 739 0.04Micro Focus International 186,572 4,015 0.21NCC 205,637 383 0.02Sage 903,210 5,591 0.29SDL 82,013 402 0.02Servelec 63,225 182 0.01Softcat 72,625 222 0.01Sophos 207,849 566 0.03

14,074 0.73

Technology Hardware & EquipmentImagination Technologies 226,092 532 0.03Laird 223,547 370 0.02Nanoco 195,210 82 0.01Sepura 167,524 32 0.00Spirent Communications 545,953 527 0.03

1,543 0.09

TOTAL TECHNOLOGY 15,617 0.82

TELECOMMUNICATIONS (3.60%, 31/01/2016 5.51%) 3.60Fixed Line TelecommunicationsBT 7,018,497 21,501 1.13KCOM 476,285 424 0.02TalkTalk Telecom 440,506 680 0.04Telecom Plus 52,708 637 0.03

23,242 1.22

Mobile TelecommunicationsInmarsat 375,641 2,292 0.12Vodafone 22,278,786 43,243 2.26

45,535 2.38

TOTAL TELECOMMUNICATIONS 68,777 3.60

UTILITIES (3.44%, 31/01/2016 3.98%) 3.44ElectricityDrax 340,363 1,268 0.07SSE 828,046 12,288 0.64

13,556 0.71

Gas, Water & MultiutilitiesCentrica 4,607,585 10,464 0.55National Grid 3,163,261 29,165 1.53Pennon 344,715 2,739 0.14Severn Trent 199,659 4,560 0.24United Utilities 571,762 5,234 0.27

52,162 2.73

TOTAL UTILITIES 65,718 3.44

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UK FTSE All-Share Index Tracking FundPortfolio statement (continued)as at 31 January 2017

DERIVATIVES (0.07%, 31/01/2016 0.02%) 0.07FuturesFTSE 100 Index Futures March 2017 562 1,134 0.06FTSE 250 Index Futures March 2017 268 254 0.01

1,388 0.07

TOTAL DERIVATIVES 1,388 0.07

Portfolio of investments 1,932,094 101.04

Net other liabilities (19,837) (1.04)

Total net assets 1,912,257 100.00

*Delisted securities.†This investment is a related party (see note 13).◊Asset managed by the Fund's Investment Adviser.‡The market value of the holding is below £500 and is therefore rounded down to £0.

Derivatives can be exchange traded or Over the Counter (OTC) contracts.Holdings are denominated in Sterling unless otherwise stated.All holdings are ordinary shares or stock units and admitted to official stock exchange listings unless otherwise stated.

79

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

1) Global Data

Proportion of securities and commodities on loan as at 31 January 2017 £'000 % Total lendable assets excluding cash and cash equivalents: 1,773,474Securities and commodities on loan 53,955 3.04%

Assets engaged in SFTs and total return swaps as at 31 January 2017 £'000 % Fund assets under management (AUM) 1,934,560

Absolute value of assets engaged in:Securities lending 53,955 2.79%

2) Concentration Data

Top 10 collateral issuersName and value of collateral and commodities received as at 31 January 2017 £'000

Republic of France 5,896Federal Republic of Germany 4,207Government of United Kingdom 4,092Kingdom of Netherlands 2,007United States of America Treasury 1,563Kingdom of Belgium 1,546Royal Dutch Shell 1,339Sky 977Apple 845Moncler 682

Top 10 counterpartiesName and value of outstanding transactions as at 31 January 2017 £'000Securities lending

Credit Suisse Securities (Europe) 17,288UBS 13,544HSBC 12,134Deutsche Bank 4,876Citigroup Global Markets 3,959Merrill Lynch International 2,154

3) Aggregate Transaction Data

Type, quality and currency of collateral as at 31 January 2017Type Quality Currency £'000Securities lendingEquity Traded on recognised exchange Sterling 14,076Equity Traded on recognised exchange Australian dollar 87Equity Traded on recognised exchange Canadian dollar 1Equity Traded on recognised exchange Danish krone 566Equity Traded on recognised exchange Euro 10,718Equity Traded on recognised exchange Hong Kong dollar 478Equity Traded on recognised exchange Japanese yen 703Equity Traded on recognised exchange Norwegian krone 1,065Equity Traded on recognised exchange Singapore dollar 43Equity Traded on recognised exchange Swedish krona 746Equity Traded on recognised exchange Swiss franc 120Equity Traded on recognised exchange US dollar 9,377

Securities Financing Transactions (SFT) as at 31 January 2017

UK FTSE All-Share Index Tracking Fund

80

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)as at 31 January 2017

UK FTSE All-Share Index Tracking Fund

3) Aggregate Transaction Data (continued)

Type, quality and currency of collateral as at 31 January 2017 (continued)Type Quality Currency £'000Fixed Income Investment Grade Sterling 4,092Fixed Income Investment Grade Canadian dollar 641Fixed Income Investment Grade Euro 13,657Fixed Income Investment Grade US dollar 1,563Total collateral held 57,933

Maturity tenor of collateral (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - 41 523 3,087 16,302 37,980 57,933

Counterparty details as at 31 January 2017 TotalType £'000Securities lending Switzerland Bi-lateral 5,250Securities lending United Kingdom Bi-lateral 9,620Securities lending Germany Tri-party 5,338Securities lending Switzerland Tri-party 9,322Securities lending United Kingdom Tri-party 28,403Total collateral held 57,933

Maturity tenor of SFTs and total return swaps (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - - - - 53,955 53,955

4) Re-use of Collateral

The Fund does not engage in re-use of collateral.

5) Safekeeping of Collateral Received

Names and value of custodians safekeeping collateral as at 31 January 2017 £'000JP Morgan 29,854State Street 14,870Crest 9,585Bank of New York 3,624

Number of custodians safekeeping collateral 4

6) Safekeeping of Collateral Granted

The Fund does not borrow stock from counterparties; therefore, no collateral has been granted.

Countries of counterparty establishment Settlement and clearing

81

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)as at 31 January 2017

UK FTSE All-Share Index Tracking Fund

7) Return and Costfor the year ended 31 January 2017

Collective Investment Manager of Collective Third Parties Undertaking Investment Undertaking (e.g. lending agent) Total

£'000 £'000 £'000 £'000Securities lendingGross return 278 18 74 370% of total gross return 75% 5% 20% 100%Cost* - - - -

*All direct costs from securities lending are borne by lending agent.

82

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE All-Share Index Tracking FundStatement of total returnfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16Notes £'000 £'000 £'000 £'000

Income

Net capital gains/(losses) 3 323,142 (207,103)

Revenue 4 75,102 79,186

Expenses 5 (5,460) (5,782)

Interest payable and similar charges (2) -

Net revenue before taxation 69,640 73,404

Taxation 6 (635) (510)

Net revenue after taxation 69,005 72,894

Total return before distributions 392,147 (134,209)

Distributions 7 (69,005) (72,894)

Change in net assets attributable to shareholdersfrom investment activities 323,142 (207,103)

Statement of change in net assets attributable to shareholdersfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16£'000 £'000 £'000 £'000

Opening net assets attributable to shareholders 1,885,430 2,245,108

Amounts receivable on creation of shares 62,983 96,379Amounts payable on cancellation of shares (219,731) (262,885)Assets transferred to Open-Ended Investment Companies* (15,982) -Assets transferred to Life and Pension Funds** (137,218) -

(309,948) (166,506)

Dilution adjustment 482 609

Change in net assets attributable to shareholders frominvestment activities (see Statement of total return above) 323,142 (207,103)

Retained distributions on accumulation shares 13,151 13,322

Closing net assets attributable to shareholders 1,912,257 1,885,430

*Relating to the transfer of assets to Aberdeen Foundation Growth Fund due to a disinvestment of a large client's portfolio. The fund is managed by theFund's Investment Adviser.**Relating to the transfer of assets to Scottish Widows Fundamental Low Volatility Index UK Equity Fund.

Notes to the financial statements are on pages 109 to 134.

83

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK FTSE All-Share Index Tracking FundBalance sheetas at 31 January 2017

31/01/17 31/01/16Notes £'000 £'000

ASSETSFixed assets:

Investments 1,932,094 1,910,810

Current assets:Debtors 8 3,148 6,019Cash and bank balances 9 1,613 2,322

Total assets 1,936,855 1,919,151

LIABILITIESInvestment liabilities - 71

CreditorsDistribution payable 21,493 24,020Other creditors 10 3,105 9,630

Total liabilities 24,598 33,721

Net assets attributable to shareholders 1,912,257 1,885,430

Notes to the financial statements are on pages 109 to 134.

84

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Growth FundInvestment markets overview

Investment objective

Investment policy

UCITS scheme

Synthetic risk and reward profile

1 2 3 4 5 6 7

Investment review

Performance 01/02/16 01/02/15 01/02/14 01/02/13 01/02/12to 31/01/17 to 31/01/16 to 31/01/15 to 31/01/14 to 31/01/13

% % % % %22.53 (5.62) 8.70 10.45 16.41

Source: Financial Express after 1 February 2013 and Morningstar for previous years.Basis: Percentage growth, total return Share Class C (gross of annual management charge), published prices at 12.00pm.

In the run-up to the Brexit referendum, all eyes were on the UK as its voters decided whether the country should remain a member of the European Union(EU). This led to some big share price movements as opinion polls swung between the ‘Leave’ and ‘Remain’ camps. The backlash after the Leave resultwas swift, global stock markets sold off, sterling fell to a 30-year low against the US dollar and David Cameron announced that he would step down asprime minister. Theresa May took over bringing a relatively quick resolution to the political situation.

The investment objective of the UK Growth Fund is to achieve long term capital growth by investing predominantly in UK companies. The Fund seeks todeliver performance, before deduction of management fees, in excess of the FTSE All Share Index (the “Index”) with a similar level of overall volatility,over the long term.

To invest predominantly in a portfolio of companies which are part of the Index.

The Investment Adviser may only take limited positions away from the Index. This means there are limitations on the extent to which the Fund’sinvestment in various sectors* may differ to the Index. These limited positions can be more than is held in the Index (overweight) or less than is held in theIndex (underweight).

Derivatives may be used for efficient portfolio management purposes only.

* A sector is a business area, industry or economy which shares the same characteristics. Company shares are typically grouped into different sectorsdepending on the company’s business.

The Fund would qualify as a UCITS scheme operating under Chapter 5 of the COLL Sourcebook if it were in itself an Open-Ended Investment Companyin respect of which an authorisation order made by the FCA were in force. Not more than 10% of the scheme property may consist of units in collectiveinvestment schemes.

Typically lower rewards,lower risk

Typically higher rewards,higher risk

Past performance is not a guide to future performance. The value of an investment and the revenue from it may go up and down and you may get backless than invested.

UK equity markets delivered strong returns over the reporting period. At the sector level, basic materials turned in a very positive performance while oil &gas also did well. In contrast, telecoms and utilities lagged behind.

UK Growth Fund

The Fund is ranked at 5* because it has experienced medium to high levels of volatility over the past 5 years.

* As disclosed in the key investor information document dated 13 January 2017.

There are several different ways of measuring risk. The table below uses an industry standard measure of fund risk based on measuring a fund's volatilityusing its returns over the past five years. Volatility is generated by both rising and falling prices. Volatility doesn't tell you how much a fund has lost orgained; it indicates how volatile its returns were historically. The Fund's ranking may change over time and may not be a reliable indication of its futurerisk profile.

This is a separate measure to the fund Risk Profiles we used to determine our investment portfolios (where we used our own methodology to take anoverall look at the funds' risks and aims and group our funds into Cautious/Medium, Medium, Medium/Adventurous, Adventurous Profiles).

85

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Growth FundInvestment markets overview (continued)

Investment review (continued)

The recovery, at least among large cap equities in the UK was nearly as quick. For example, the companies that make up the FTSE 100 Index benefitedfrom the pound’s decline because many of them generate the bulk of their profits overseas.

There have been increasing signs of inflation in recent months and data released at the end of the reporting period confirmed the trend. The cost of livingin the UK reached a two-year high in December. According to the Office for National Statistics the consumer prices index showed that inflation rose to1.6%.

At asset level, the Fund benefited from its position in the mining companies Glencore and Rio Tinto. Glencore’s share price soared as the companyneared completion of a wide-ranging debt reduction plan. Rio Tinto did well on the back of improving commodity prices and robust demand for iron ore. Acomparatively smaller (in relation to the benchmark) position in BT Group also had a positive influence on performance. The telecom giant’s share pricefell sharply in January after it issued a profit warning following the emergence of accounting irregularities at its Italian operation.

Conversely, the lack of exposure to Anglo American, another miner, had a negative influence on returns over the period. House builder Berkeley Groupalso had a negative effect on performance, with the share price dropping swiftly in the aftermath of the referendum on EU membership.

UK household spending power will come under pressure this year as sterling’s depreciation drives inflation up. With fiscal policy also acting a drag, animprovement in business investment and net trade are unlikely to prevent gross domestic product growth cooling over the next two years. With few signsthat rising headline inflation is causing second-round effects in the form of higher wages and inflation expectations, we expect the Bank of England tokeep interest rates on hold this year and next.

Aberdeen Asset Investments LimitedFebruary 2017

86

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table

Share Class A

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class B

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 66.14 68.02 67.71

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

88.05 81.28 76.25

0.51% 0.51% 0.51%510,401,000 579,276,000 627,811,000

442,279 413,715 474,211

21.32% (5.44%) 7.41%

86.65 71.42 75.53

0.06 0.05 0.05

2.58 2.43 2.23

15.23 (4.11) 5.21(2.58) (2.43) (2.23)

(0.40) (0.39) (0.37)

71.42 75.53 70.3215.63 (3.72) 5.58

31/01/17(p)

31/01/16(p)

31/01/15(p)

222.90 232.60 238.80

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

291.10 283.10 272.40

0.50% 0.50% 0.50%15,579,709 16,399,709 17,209,709

44,096 39,480 45,273

21.16% (5.30%) 7.40%

283.04 240.74 263.07

0.21 0.19 0.20

(8.65) (8.40) (7.96)

(1.32) (1.32) (1.31)

240.74 263.07 252.3552.27 (12.61) 19.99

50.95 (13.93) 18.68

HBOS UK Investment Funds ICVC

UK Growth Fund

31/01/17(p)

31/01/16(p)

31/01/15(p)

87

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Growth Fund

Share Class C

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges^

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class F

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price 29.43 30.28 30.43

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

38.91 36.36 34.30

1.26% 1.26% 1.25%953,278,000 1,001,984,000 1,017,739,000

364,942 318,538 344,746

20.42% (6.14%) 6.61%

38.28 31.79 33.87

0.03 0.02 0.02

0.88 0.83 0.76

6.49 (2.08) 2.10(0.88) (0.83) (0.76)

(0.44) (0.43) (0.42)

31.79 33.87 31.776.93 (1.65) 2.52

31/01/17(p)

31/01/16(p)

31/01/15(p)

^The return after charges figure is calculated as the return after operating charges per share divided by the opening net asset value per share. This isdifferent to the performance return stated in the Investment Market Review which is sourced from Financial Express and based on daily published prices.

55.51 57.12 57.58

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

73.70 68.70 64.92

1.38% 1.52% 1.52%1,209,094,000 1,345,004,000 1,485,019,000

876,638 806,520 951,124

20.91% (6.39%) 6.36%

72.50 59.96 64.05

0.05 0.05 0.05

1.95 1.42 1.28

12.54 (4.09) 3.83(1.95) (1.42) (1.28)

(0.91) (0.98) (0.95)

59.96 64.05 60.2213.45 (3.11) 4.78

31/01/17(p)

31/01/16(p)

31/01/15(p)

88

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Growth Fund

Share Class G

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

Share Class I

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*Distributions on income sharesClosing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#∆Direct transaction costs~

PricesHighest share priceLowest share price

∆Fees are payable by institutional investors in this share class to the ACD outside the Fund.

222.90 233.10 239.00

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

291.70 283.50 272.90

0.00% 0.00% 0.00%1,057,565,291 1,160,640,291 1,291,905,291

2,993,453 2,793,615 3,398,451

21.72% (4.83%) 7.91%

283.05 240.70 263.06

0.21 0.19 0.20

52.27 (12.70) 19.97(9.92) (9.66) (9.23)

- - -

240.70 263.06 252.3252.27 (12.70) 19.97

31/01/17(p)

31/01/16(p)

31/01/15(p)

29.98 30.85 30.90

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

39.74 36.99 34.82

1.00% 1.02% 1.00%121,447,000 470,814,000 55,324,000

47,481 152,470 19,041

20.75% (5.93%) 6.86%

39.10 32.38 34.42

0.03 0.02 0.03

0.99 0.93 0.85

6.72 (2.04) 2.21(0.99) (0.93) (0.85)

(0.35) (0.35) (0.34)

32.38 34.42 32.217.07 (1.69) 2.55

31/01/17(p)

31/01/16(p)

31/01/15(p)

89

Annual Report and Financial Statementsfor the year ended 31 January 2017

Comparative table (continued)

HBOS UK Investment Funds ICVC

UK Growth Fund

Share Class SW1**

Change in net assets per shareOpening net asset value per shareReturn before operating charges*Operating chargesReturn after operating charges*DistributionsRetained distributions on accumulation shares

Closing net asset value per share

*after direct transaction costs of:~

PerformanceReturn after charges

Other informationClosing net asset value (£’000)Closing number of sharesOperating charges#Direct transaction costs~

PricesHighest share priceLowest share price

**Share class closed on 26 May 2016.

93.28 95.97 96.19

~Direct transaction costs are stated after deducting the proportion of the amounts collected from dilution adjustments that relate to direct transaction costsas permitted by the IMA SORP 2014.#Operating charges are representative of the ongoing charges figure.

0.08% 0.07% 0.07%

107.98 115.10 108.40

- 1.05% 1.05%- 50,000 85,000- 50 91

- (5.96%) 6.84%

- 100.75 107.13

0.08 0.08 0.08

- 2.85 2.61Return to shareholder as a result of class closure (107.20) - -

6.45 (6.38) 6.86- (2.85) (2.61)

(1.09) (1.13) (1.10)

100.75 107.13 100.277.54 (5.25) 7.96

31/01/17(p)

31/01/16(p)

31/01/15(p)

90

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Growth FundMaterial portfolio changes

Cost ProceedsMajor purchases £'000 Major sales £'000 FTSE 100 Index Futures September 2016 382,907 Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 405,625Aberdeen Liquidity Fund (Lux) - Sterling Fund◊# 371,420 FTSE 100 Index Futures September 2016 392,709FTSE 100 Index Futures December 2016 351,584 FTSE 100 Index Futures December 2016 356,629FTSE 100 Index Futures March 2017 199,232 FTSE 100 Index Futures March 2016 199,459FTSE 100 Index Futures June 2016 194,250 FTSE 100 Index Futures June 2016 195,645FTSE 100 Index Futures March 2016 81,073 FTSE 100 Index Futures March 2017 99,515HSBC 48,394 SABMiller 72,506Compass 38,777 Vodafone 55,149Tesco 36,696 Shire 44,833FTSE 250 Index Futures September 2016 32,534 CRH 44,720

#With effect from 18 July 2016 holding moved from Aberdeen Sterling Liquidity Fund Advisory to Aberdeen Liquidity Fund (Lux) - Sterling Fund.◊Asset managed by the Fund's Investment Adviser.Purchases and sales of Futures have been included at the value of their exposure.

91

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net AssetsBASIC MATERIALS (9.79%, 31/01/2016 4.71%) 9.79ChemicalsCarclo 74,724 97 0.00Elementis 1,344,272 3,580 0.07Johnson Matthey 531,380 17,488 0.37Synthomer 1,242,882 5,551 0.12Victrex 7,336 140 0.00

26,856 0.56

Forestry & PaperMondi 3,177,786 56,120 1.18

56,120 1.18

Industrial Metals & MiningEvraz 1,528,946 3,321 0.07Ferrexpo 1,523,486 2,242 0.05

5,563 0.12

MiningAcacia Mining 208,082 862 0.02Anglo American 181,847 2,482 0.05BHP Billiton 2,055,318 29,895 0.63Centamin 13,911,796 21,174 0.44Fresnillo 841,145 11,969 0.25Gem Diamonds 382,969 461 0.01Glencore 38,756,021 126,693 2.66Hochschild Mining 859,280 2,013 0.04KAZ Minerals 207,942 949 0.02Lonmin 543,859 695 0.01Petra Diamonds 917,887 1,385 0.03Petropavlovsk 6,068,152 410 0.01Polymetal International 1,003,199 9,094 0.19Randgold Resources 455,080 30,149 0.63Rio Tinto 3,823,853 135,537 2.84Vedanta Resources 462,997 4,801 0.10

378,569 7.93

TOTAL BASIC MATERIALS 467,108 9.79

CONSUMER GOODS (16.23%, 31/01/2016 17.55%) 16.23Automobiles & PartsGKN 7,450,021 26,060 0.55

26,060 0.55

BeveragesA.G. Barr 217,408 1,087 0.02Britvic 712,297 4,402 0.09Coca-Cola HBC 1,081,200 19,753 0.41Diageo 3,364,138 74,802 1.57Stock Spirits 472,033 845 0.02

100,889 2.11

Food ProducersAssociated British Foods 1,418,411 34,070 0.71Cranswick 141,541 3,206 0.07Dairy Crest 208,201 1,230 0.03Devro 440,711 732 0.01Premier Foods 1,318,947 518 0.01Tate & Lyle 1,781,902 11,912 0.25Unilever 2,487,120 80,869 1.70

132,537 2.78

UK Growth FundPortfolio statement as at 31 January 2017

92

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

CONSUMER GOODS (continued) 16.23Household Goods & Home ConstructionBarratt Developments 2,937,949 13,946 0.29Bellway 383,226 9,531 0.20Berkeley 145,807 4,107 0.09Bovis Homes 633,490 5,242 0.11Countryside Properties 331,883 774 0.02Crest Nicholson 420,344 2,125 0.04Headlam 122,793 660 0.01McBride 503,338 818 0.02McCarthy & Stone 498,437 820 0.02Persimmon 2,482,585 47,914 1.00Reckitt Benckiser 1,838,315 125,355 2.63Redrow 298,730 1,319 0.03Taylor Wimpey 102,943 173 0.00

212,784 4.46

Leisure GoodsPhoto-Me International 483,882 744 0.02

744 0.02

Personal GoodsBurberry 2,876,363 47,719 1.00PZ Cussons 215,923 652 0.01SuperGroup 68,868 1,025 0.02Ted Baker 63,061 1,773 0.04

51,169 1.07

TobaccoBritish American Tobacco 2,969,231 145,106 3.04Imperial Tobacco 2,806,283 104,661 2.20

249,767 5.24

TOTAL CONSUMER GOODS 773,950 16.23

CONSUMER SERVICES (12.68%, 31/01/2016 13.24%) 12.68Food & Drug RetailersBooker 8,267,381 16,932 0.35Greggs 664,130 6,442 0.13J Sainsbury 6,859,741 17,924 0.38Ocado 24,561 66 0.00Tesco 19,164,124 37,514 0.79Wm Morrison Supermarkets 22,406,543 53,260 1.12

132,138 2.77

General RetailersAO World 237,121 376 0.01B&M European Value Retail 23,940 72 0.00Card Factory 266,764 663 0.01Carpetright 143,627 262 0.01Debenhams 2,620,880 1,381 0.03DFS Furniture 169,977 380 0.01Dignity 85,802 2,047 0.04Dunelm 97,338 654 0.01Findel 200,335 423 0.01Halfords 432,386 1,576 0.03Inchcape 2,475,157 17,747 0.37JD Sports Fashion 1,552,395 5,339 0.11Kingfisher 8,232,904 27,803 0.58Laura Ashley 210,818 39 0.00Lookers 716,421 890 0.02Marks & Spencer 6,701,803 22,612 0.48

93

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

CONSUMER SERVICES (continued) 12.68General Retailers (continued)Mothercare 462,011 530 0.01N Brown 296,497 653 0.02Pendragon 4,332,030 1,505 0.03Pets at Home 953,963 1,907 0.04Saga 1,892,044 3,483 0.07Topps Tiles 371,719 308 0.01WH Smith 766,390 12,469 0.26

103,119 2.16

MediaAscential 338,260 972 0.02Auto Trader 2,733,547 10,948 0.23Bloomsbury Publishing 179,087 301 0.01Entertainment One 1,055,148 2,439 0.05Euromoney Institutional Investor 91,490 1,014 0.02Gocompare.Com 662,014 556 0.01ITE 626,216 961 0.02ITV 5,240,434 10,780 0.23Moneysupermarket.com 1,735,056 5,745 0.12Perform* 157,638 - 0.00RELX 689,137 9,910 0.21Rightmove 539,254 21,716 0.46Trinity Mirror 642,268 673 0.01UBM 667,505 4,716 0.10WPP 4,953,298 92,775 1.95Zoopla Property 399,508 1,487 0.03

164,993 3.47

Travel & LeisureCarnival 783,662 33,839 0.71Cineworld 95,350 584 0.01Compass 3,351,396 47,523 1.00Domino's Pizza 723,909 2,620 0.05Enterprise Inns 1,324,318 1,765 0.04FirstGroup 1,517,460 1,587 0.03Flybe 511,341 226 0.00Fuller Smith & Turner 92,676 927 0.02Go-Ahead 134,064 2,959 0.06Greene King 62,517 426 0.01InterContinental Hotels 245,169 9,106 0.19JD Wetherspoon 231,754 2,177 0.05Ladbrokes 10,949,589 13,128 0.27Marston's 430,397 570 0.01Millennium & Copthorne Hotels 261,083 1,138 0.02Mitchells & Butlers 370,519 975 0.02National Express 1,897,279 6,356 0.13Paddy Power Betfair 250,025 20,840 0.44Playtech 18,687 154 0.00Rank 278,305 548 0.01SSP 1,769,217 6,953 0.15Stagecoach 3,168,879 6,642 0.14Thomas Cook 3,130,460 2,700 0.06TUI 1,211,025 14,230 0.30William Hill 8,942,045 23,258 0.49Wizz Air 172,130 3,110 0.07

204,341 4.28

TOTAL CONSUMER SERVICES 604,591 12.68

94

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (26.53%, 31/01/2016 26.85%) 26.53BanksAldermore 331,954 720 0.02Barclays 30,850,886 68,720 1.44BGEO 68,782 2,013 0.04CYBG 1,972,626 5,381 0.11HSBC 41,865,067 287,613 6.03Lloyds Banking Group† 121,005,977 79,247 1.66Metro Bank 40,435 1,342 0.03Royal Bank of Scotland 4,995,192 11,244 0.23Shawbrook 197,639 506 0.01Standard Chartered 5,563,057 43,709 0.92Virgin Money UK 421,741 1,312 0.03

501,807 10.52

Equity Investment Instruments3i Infrastructure 1,462,736 2,788 0.06Aberdeen Asian Income Fund◊ 314,139 633 0.01Aberdeen Asian Smaller Companies Investment Trust◊ 88,898 863 0.02Aberdeen New Dawn Investment Trust◊ 298,415 598 0.01Aberdeen UK Tracker Trust◊ 273,652 906 0.02Aberforth Geared Income Trust 21,960 47 0.00Aberforth Smaller Companies Trust 266,099 3,063 0.07Alliance Trust 1,212,341 7,892 0.17Allianz Technology Trust 68,533 572 0.01Artemis Alpha Trust 49,735 130 0.00Baillie Gifford Japan Trust 149,074 873 0.02Bankers Investment Trust 341,339 2,417 0.05Baring Emerging Europe 52,350 372 0.01BBGI Fund 684,470 970 0.02BH Global 84,461 1,073 0.02BH Macro 50,345 1,044 0.02Biotech Growth Trust 170,272 1,173 0.02BlackRock Greater Europe Investment Trust 24,435 69 0.00BlackRock Income Strategies Trust 826,626 891 0.02BlackRock Latin American Investment Trust 119,829 506 0.01BlackRock Smaller Companies Trust 162,177 1,622 0.03BlackRock Throgmorton Trust 184,603 662 0.01BlackRock World Mining Trust 478,281 1,829 0.04Bluefield Solar Income Fund 354,312 379 0.01British Empire Trust 363,930 2,369 0.05Brunner Investment Trust 31,285 196 0.00Caledonia Investments 87,908 2,394 0.05City Merchants High Yield Trust 37,134 71 0.00City of London Investment Trust 627,611 2,487 0.05CVC Credit Partners European Opportunities 762,925 795 0.02Dexion Equity Alternative* 141,112 - 0.00Diverse Income Trust 872,947 801 0.02Dunedin Income Growth Investment Trust 460,312 1,124 0.02Edinburgh Dragon Trust 580,575 1,823 0.04Edinburgh Investment Trust 425,459 2,974 0.06Edinburgh Worldwide Investment Trust 36,023 184 0.00Electra Private Equity 60,420 2,810 0.06European Investment Trust 106,197 846 0.02F&C Capital & Income Investment Trust 126,071 354 0.01F&C Global Smaller Companies 124,812 1,531 0.03F&C Private Equity Trust 5,161 15 0.00Fidelity Asian Values 76,979 278 0.01Fidelity Asian Values Subscription Shares 15,395 4 0.00Fidelity China Special Situations 822,799 1,471 0.03Fidelity European Values 1,182,412 2,200 0.05Fidelity Special Values 834,083 1,885 0.04

95

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 26.53Equity Investment Instruments (continued)Finsbury Growth & Income Trust 261,964 1,704 0.04Foreign & Colonial Investment Trust 1,208,943 6,601 0.14Foresight Solar Fund 157,290 170 0.00GCP Infrastructure Investments Fund 1,355,260 1,662 0.03Genesis Emerging Markets Fund 359,246 2,181 0.05Greencoat UK Wind 1,320,621 1,603 0.03Hansa Trust 10,008 85 0.00HarbourVest Global Private Equity 124,710 1,474 0.03Henderson European Focus Trust 43,043 491 0.01Henderson EuroTrust 27,974 273 0.01Henderson Far East Income 244,213 858 0.02Henderson High Income Trust 42,138 76 0.00Henderson Smaller Companies Investment Trust 225,454 1,499 0.03Henderson Value Trust 175,489 485 0.01Herald Investment Trust 228,875 2,042 0.04HgCapital Trust 111,019 1,676 0.04HICL Infrastructure Fund 3,276,240 5,242 0.11Highbridge Multi-Strategy Fund 307,493 610 0.01ICG Enterprise Trust 200,071 1,390 0.03Impax Environmental Markets 418,745 904 0.02International Biotechnology 31,867 174 0.00International Public Partnerships 2,164,824 3,297 0.07INVESCO Asia Trust 172,826 410 0.01Invesco Income Growth Trust 40,735 112 0.00Invesco Perpetual UK Smaller Companies Investment Trust 42,681 181 0.00John Laing Infrastructure Fund 1,821,252 2,397 0.05JPMorgan American Investment Trust 597,222 2,168 0.05JPMorgan Asian Investment Trust 448,029 1,259 0.03JPMorgan Chinese Investment Trust 47,967 97 0.00JPMorgan Claverhouse Investment Trust 134,709 843 0.02JPMorgan Emerging Markets Investment Trust 311,522 2,182 0.05JPMorgan European Investment Trust Growth Shares 402,983 1,062 0.02JPMorgan European Investment Trust Income Shares 268,135 377 0.01JPMorgan European Smaller Companies Trust 425,352 1,302 0.03JPMorgan Global Convertibles Income Fund 403,467 371 0.01JPMorgan Global Emerging Markets Income Trust 642,472 761 0.02JPMorgan Global Growth & Income 297,203 838 0.02JPMorgan Indian Investment Trust 309,889 1,948 0.04JPMorgan Japan Smaller Companies Trust 23,353 73 0.00JPMorgan Japanese Investment Trust 513,891 1,732 0.04JPMorgan Mid Cap Investment Trust 25,100 227 0.00JPMorgan Russian Securities 162,175 849 0.02JPMorgan Smaller Companies Investment Trust 32,120 262 0.01Jupiter European Opportunities Trust 208,698 1,160 0.02Keystone Investment Trust 28,101 454 0.01Law Debenture 337,909 1,794 0.04Lowland Investment Company 48,294 667 0.01Martin Currie Asia Unconstrained Trust 34,319 115 0.00Martin Currie Portfolio Investment Trust 269,315 603 0.01Mercantile Investment Trust 236,976 4,112 0.09Merchants Trust 297,090 1,346 0.03Monks Investment Trust 583,710 3,476 0.07Murray Income Trust 183,186 1,324 0.03Murray International Trust 276,152 3,167 0.07NB Global Floating Rate Income Fund 2,309,082 2,253 0.05NextEnergy Solar Fund 731,638 807 0.02North American Income Trust 99,575 1,213 0.03North Atlantic Smaller Companies Investment Trust 28,072 691 0.01P2P Global Investments 141,582 1,107 0.02Pacific Assets Trust 249,214 571 0.01

96

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 26.53Equity Investment Instruments (continued)Pacific Horizon Investment Trust 102,952 221 0.00Pantheon International 109,200 1,878 0.04Perpetual Income and Growth Investment Trust 594,279 2,128 0.05Personal Assets Trust 3,375 1,325 0.03Polar Capital Global Financials Trust 405,908 523 0.01Polar Capital Global Healthcare Growth and Income Trust 47,832 90 0.00Polar Capital Technology Trust 362,624 3,166 0.07Renewables Infrastructure 1,724,790 1,908 0.04RIT Capital Partners 275,545 5,125 0.11Riverstone Energy 79,615 1,007 0.02Ruffer Investment 228,377 538 0.01Schroder Asian Total Return Investment 378,433 1,003 0.02Schroder AsiaPacific Fund 418,854 1,467 0.03Schroder Income Growth Fund 195,570 528 0.01Schroder Japan Growth Fund 248,843 475 0.01Schroder Oriental Income Fund 480,990 1,111 0.02Schroder UK Growth Fund 497,296 837 0.02Schroder UK Mid Cap Fund 1,503 7 0.00Scottish American Investment Fund 400,733 1,264 0.03Scottish Investment Trust 215,935 1,669 0.03Scottish Mortgage Investment Trust 2,958,351 10,141 0.21Scottish Oriental Smaller Companies Trust 86,740 802 0.02Securities Trust of Scotland 54,142 89 0.00Sequoia Economic Infrastructure Income Fund 344,164 382 0.01SQN Asset Finance Income Fund 618,170 695 0.02Standard Life Equity Income Trust 20,316 80 0.00Standard Life European Private Equity Trust 37,827 110 0.00Standard Life UK Smaller Companies Trust 174,540 651 0.01Starwood European Real Estate Finance 591,531 639 0.01Syncona 887,443 1,145 0.02Temple Bar Investment Trust 163,597 1,994 0.04Templeton Emerging Markets Investment Trust 685,867 4,198 0.09TR European Growth Trust 126,535 1,031 0.02TR Property Investment Trust 901,512 2,566 0.05Troy Income & Growth Trust 110,949 83 0.00TwentyFour Income Fund 663,103 756 0.02Utilico Emerging Markets 356,259 701 0.02Value and Income Trust 16,783 41 0.00VinaCapital Vietnam Opportunity Fund 459,365 1,240 0.03Witan Investment Trust 457,489 4,179 0.09Witan Pacific Investment Trust 55,489 158 0.00Woodford Patient Capital Trust 1,910,032 1,750 0.04Worldwide Healthcare Trust 117,411 2,510 0.05

199,003 4.18

Financial Services3i 2,791,816 19,626 0.41Aberdeen Asset Management◊ 2,113,274 5,562 0.12Allied Minds 166,808 657 0.01Arrow Global 254,566 793 0.02Ashmore 752,006 2,330 0.05Brewin Dolphin 628,930 1,967 0.04Close Brothers 294,698 4,291 0.09Hargreaves Lansdown 69,667 940 0.02Henderson 2,421,623 5,286 0.11IG 860,485 4,548 0.10Intermediate Capital 421,595 2,966 0.06International Personal Finance 464,922 809 0.02Investec 1,927,542 10,977 0.23IP 1,105,266 2,097 0.04

97

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 26.53Financial Services (continued)John Laing 851,306 2,234 0.05Jupiter Fund Management 826,913 3,318 0.07London Stock Exchange 233,652 7,355 0.15Man 3,822,340 5,065 0.11NEX 485,389 2,801 0.06OneSavings Bank 213,644 717 0.02Paragon 621,534 2,507 0.05Provident Financial 105,618 2,850 0.06Rathbone Brothers 83,072 1,702 0.03Schroders 503,496 14,823 0.31SVG Capital 334,263 2,378 0.05Tullett Prebon 960,235 4,423 0.09VPC Specialty Lending Investments 774,893 603 0.01

113,625 2.38

Life InsuranceAviva 8,036,785 38,593 0.81Chesnara 332,079 1,163 0.02JRP 614,865 896 0.02Legal & General 15,490,428 36,743 0.77Old Mutual 4,669,354 9,857 0.20Phoenix 1,179,084 8,943 0.19Prudential 7,049,588 109,551 2.30St James's Place 73,439 793 0.02Standard Life 3,391,501 11,799 0.25

218,338 4.58

Non-Equity Investment InstrumentsAberdeen Liquidity Fund (Lux) - Sterling Fund◊ 70,041 70,041 1.47JPMorgan Smaller Companies Investment Trust Subscription Shares‡ 6,425 0 0.00

70,041 1.47

Non-Life InsuranceAdmiral 656,622 11,734 0.24Beazley 561,133 2,271 0.05Direct Line Insurance 8,660,728 30,867 0.65esure 662,014 1,335 0.03Hastings 541,597 1,216 0.03Hiscox 826,918 8,509 0.18Jardine Lloyd Thompson 189,202 1,939 0.04Lancashire 744,592 5,056 0.11Novae 188,967 1,178 0.02RSA Insurance 3,660,639 21,287 0.44

85,392 1.79

Real Estate Investment & ServicesCapital & Counties Properties 100,292 276 0.01CLS 67,755 1,084 0.02Countrywide 404,191 711 0.01Daejan 13,963 877 0.02F&C Commercial Property Trust 1,312,123 1,778 0.04F&C UK Real Estate Investment 509,292 505 0.01Foxtons 438,254 426 0.01Grainger 878,542 2,074 0.04Helical 301,461 880 0.02Kennedy Wilson Europe Real Estate 232,049 2,200 0.05LSL Property Services 139,068 283 0.01MedicX Fund 333,891 295 0.01Picton Property Income 1,046,346 832 0.02Raven Russia 1,123,647 528 0.01

98

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

FINANCIALS (continued) 26.53Real Estate Investment & Services (continued)Savills 447,043 3,431 0.07Schroder Real Estate Investment Trust 1,047,769 595 0.01St. Modwen Properties 410,767 1,288 0.03Standard Life Investment Property Income Trust 190,294 163 0.00U & I 422,492 682 0.01UK Commercial Property Trust 1,457,965 1,225 0.02UNITE 859,905 5,005 0.10

25,138 0.52

Real Estate Investment TrustsAssura 818,414 431 0.01Big Yellow 211,328 1,428 0.03British Land 1,615,057 9,489 0.20Capital & Regional 638,484 350 0.01Derwent London 257,972 6,408 0.13Empiric Student Property 560,080 606 0.01Hammerson 518,616 2,837 0.06Hansteen 1,565,287 1,702 0.04Intu Properties 2,579,248 6,938 0.15Land Securities 714,462 7,098 0.15LondonMetric Property 1,650,143 2,416 0.05Primary Health Properties 968,186 1,026 0.02Redefine International 2,147,305 832 0.02Safestore 450,662 1,650 0.03Segro 1,004,585 4,641 0.10Shaftesbury 28,284 247 0.01Town Centre Securities 49,301 133 0.00Tritax Big Box REIT 1,151,937 1,595 0.03Workspace 257,133 1,928 0.04

51,755 1.09

TOTAL FINANCIALS 1,265,099 26.53

HEALTH CARE (6.82%, 31/01/2016 7.43%) 6.82Health Care Equipment & ServicesCambian 180,848 272 0.01Consort Medical 120,068 1,164 0.02NMC Health 166,441 2,728 0.06Smith & Nephew 699,177 8,292 0.17Spire Healthcare 790,489 2,491 0.05UDG Healthcare 1,133,664 7,261 0.15

22,208 0.46

Pharmaceuticals & BiotechnologyAstraZeneca 2,299,990 96,634 2.02BTG 339,669 1,814 0.04Circassia Pharmaceuticals 378,731 339 0.01Dechra Pharmaceuticals 359,075 5,181 0.11Genus 115,032 1,928 0.04GlaxoSmithKline 7,629,833 117,080 2.46Hikma Pharmaceuticals 611,088 11,024 0.23Indivior 4,585,624 13,541 0.28Oxford Biomedica 2,066,730 87 0.00Shire 1,186,126 51,875 1.09Vectura 2,879,990 3,730 0.08

303,233 6.36

TOTAL HEALTH CARE 325,441 6.82

99

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (10.57%, 31/01/2016 10.38%) 10.57Aerospace & DefenceAvon Rubber 13,201 134 0.00Chemring 757,205 1,467 0.03Meggitt 3,622,806 15,227 0.32QinetiQ 3,812,474 10,118 0.21Rolls-Royce 9,379,973 63,033 1.32Senior 973,235 1,921 0.04Ultra Electronics 137,839 2,551 0.06

94,451 1.98

Construction & MaterialsBoot Henry 123,761 252 0.01Costain 150,652 551 0.01CRH 885,500 24,909 0.52Galliford Try 175,947 2,370 0.05Ibstock 643,565 1,202 0.03Keller 189,460 1,509 0.03Kier 143,720 1,989 0.04Low & Bonar 718,056 488 0.01Marshalls 552,108 1,571 0.03Morgan Sindall 100,222 824 0.02Polypipe 440,816 1,493 0.03Tyman 437,523 1,168 0.02Volution 455,300 793 0.02

39,119 0.82

Electronic & Electrical EquipmentDialight 81,647 704 0.01e2v technologies 418,039 1,137 0.02Halma 878,719 8,247 0.17Morgan Crucible 416,234 1,254 0.03Oxford Instruments 141,625 1,017 0.02Renishaw 98,925 2,819 0.06Spectris 245,322 6,010 0.13TT Electronics 464,274 706 0.01Xaar 200,331 800 0.02XP Power 21,489 388 0.01

23,082 0.48

General IndustrialsDS Smith 3,083,834 13,788 0.29RPC 113,472 1,223 0.03Smiths 398,337 6,063 0.13Smurfit Kappa 662,101 13,950 0.29Vesuvius 590,239 2,827 0.06

37,851 0.80

Industrial EngineeringBodycote 516,098 3,432 0.07Fenner 518,167 1,630 0.03Hill & Smith 229,290 2,724 0.06Rotork 1,197,198 3,080 0.07Severfield 941,254 751 0.02Spirax-Sarco Engineering 38,175 1,656 0.03

13,273 0.28

Industrial TransportationBBA Aviation 136,505 382 0.01Braemar Shipping Services 35,863 88 0.00Clarkson 28,984 675 0.01James Fisher & Sons 107,609 1,650 0.03

100

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

INDUSTRIALS (continued) 10.57Industrial Transportation (continued)Royal Mail 6,362,763 26,030 0.55Stobart 785,516 1,394 0.03Wincanton 378,092 934 0.02

31,153 0.65

Support ServicesAA 914,471 2,244 0.05Aggreko 491,273 4,962 0.10Ashtead 88,349 1,431 0.03Berendsen 879,608 7,191 0.15Brammer 301,451 497 0.01Bunzl 893,532 18,773 0.39Carillion 2,500,990 5,400 0.11Charles Taylor 85,709 176 0.00DCC 387,552 24,610 0.52De La Rue 233,431 1,359 0.03Diploma 318,781 3,232 0.07Electrocomponents 981,996 4,764 0.10Equiniti 581,847 1,100 0.02Experian 4,687,562 72,704 1.52Grafton 1,352,680 7,900 0.17Hays 4,170,920 6,419 0.13Hogg Robinson 877,470 617 0.01Howden Joinery 3,372,770 12,611 0.26Interserve 260,648 841 0.02Intertek 299,480 10,263 0.22IWG 62,659 157 0.00John Menzies 208,932 1,249 0.03Lavendon 257,644 693 0.01Mears 299,194 1,492 0.03Mitie 2,992,469 5,892 0.12Northgate 362,302 1,850 0.04PayPoint 157,887 1,490 0.03Paysafe 1,112,912 4,220 0.09Rentokil Initial 7,067,601 15,980 0.34Ricardo 141,398 1,350 0.03Robert Walters 249,709 906 0.02RPS 602,011 1,353 0.03Sanne 141,692 872 0.02Shanks 1,503,083 1,432 0.03SIG 1,278,320 1,315 0.03Smiths News 704,367 972 0.02Speedy Hire 1,638,435 836 0.02St Ives 260,061 194 0.00SThree 253,889 793 0.02Vp 37,881 303 0.01Wolseley 398,275 19,818 0.42Worldpay 2,889,611 8,279 0.17WS Atkins 453,380 6,660 0.14

265,200 5.56

TOTAL INDUSTRIALS 504,129 10.57

OIL & GAS (11.66%, 31/01/2016 10.20%) 11.66Oil & Gas ProducersBP 34,169,040 163,140 3.42EnQuest 2,716,438 1,209 0.03Nostrum Oil & Gas 140,904 662 0.01Ophir Energy 1,613,120 1,512 0.03

101

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

OIL & GAS (continued) 11.66Oil & Gas Producers (continued)Premier Oil 1,212,552 1,064 0.02Royal Dutch Shell 'A' Shares 8,583,908 187,644 3.94Royal Dutch Shell 'B' Shares 6,985,317 159,021 3.33Soco International 629,442 953 0.02

515,205 10.80

Oil Equipment, Services & DistributionAMEC 14,026 63 0.00Cape 303,100 541 0.01Hunting 185,764 1,043 0.02John Wood 2,778,123 23,517 0.49Lamprell 690,469 647 0.02Petrofac 1,636,953 15,191 0.32

41,002 0.86

TOTAL OIL & GAS 556,207 11.66

TECHNOLOGY (1.60%, 31/01/2016 1.49%) 1.60Software & Computer ServicesAveva 256,782 4,856 0.10Computacenter 162,439 1,291 0.03FDM 86,132 514 0.01Fidessa 100,906 2,304 0.05Micro Focus International 977,946 21,045 0.44NCC 434,166 810 0.02Sage 6,227,015 38,545 0.81SDL 220,024 1,078 0.02Servelec 165,636 477 0.01Softcat 231,559 709 0.01Sophos 287,106 782 0.02

72,411 1.52

Technology Hardware & EquipmentImagination Technologies 503,497 1,184 0.02Laird 588,407 974 0.02Sepura 83,996 16 0.00Spirent Communications 1,761,640 1,700 0.04

3,874 0.08

TOTAL TECHNOLOGY 76,285 1.60

TELECOMMUNICATIONS (2.31%, 31/01/2016 5.54%) 2.31Fixed Line TelecommunicationsBT 8,485,891 25,997 0.55KCOM 1,249,780 1,112 0.02TalkTalk Telecom 125,895 194 0.00Telecom Plus 146,911 1,776 0.04

29,079 0.61

Mobile TelecommunicationsInmarsat 1,884,457 11,495 0.24Vodafone 35,768,350 69,426 1.46

80,921 1.70

TOTAL TELECOMMUNICATIONS 110,000 2.31

102

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

HoldingMarket Value

£'000% of

Net Assets

UK Growth FundPortfolio statement (continued)as at 31 January 2017

UTILITIES (2.68%, 31/01/2016 3.42%) 2.68ElectricityDrax 846,347 3,154 0.07SSE 1,019,160 15,124 0.32

18,278 0.39

Gas, Water & MultiutilitiesCentrica 31,751,795 72,108 1.51National Grid 3,638,464 33,547 0.70Pennon 28,840 229 0.01Severn Trent 151,658 3,464 0.07

109,348 2.29

TOTAL UTILITIES 127,626 2.68

STERLING DENOMINATED BONDS (0.00%, 31/01/2016 0.00%) 0.00Corporate BondBarclays Bank 0% 31/01/2019 1,846,581 4 0.00

4 0.00

TOTAL STERLING DENOMINATED BONDS 4 0.00

DERIVATIVES (0.00%, 31/01/2016 0.02%) 0.00FuturesFTSE 100 Index Futures March 2017 1,478 1,841 0.04FTSE 250 Index Futures March 2017 (886) (843) (0.02)

998 0.02

OptionsFTSE 100 Index Options 7250 Call February 2017 (102) (15) 0.00FTSE 100 Index Options 7300 Call February 2017 (517) (39) 0.00FTSE 100 Index Options 7325 Call February 2017 (105) (5) 0.00FTSE 100 Index Options 7250 Call March 2017 (194) (81) 0.00FTSE 100 Index Options 7300 Call March 2017 (708) (202) (0.01)FTSE 100 Index Options 7325 Call March 2017 (754) (177) 0.00FTSE 100 Index Options 7350 Call March 2017 (252) (49) 0.00FTSE 100 Index Options 7375 Call March 2017 (262) (42) 0.00FTSE 100 Index Options 7400 Call March 2017 (526) (68) 0.00FTSE 100 Index Options 7400 Call April 2017 (315) (106) 0.00FTSE 100 Index Options 7450 Call April 2017 (666) (167) (0.01)

(951) (0.02)

TOTAL DERIVATIVES 47 0.00

Portfolio of investments^ 4,810,487 100.87

Net other liabilities (41,598) (0.87)

Total net assets 4,768,889 100.00

*Delisted securities.†This investment is a related party (see note 13).◊Asset managed by the Fund's Investment Adviser.‡The market value of the holding is below £500 and is therefore rounded down to £0.

^Including derivative liabilities.Derivatives can be exchange traded or Over the Counter (OTC) contracts.Holdings are denominated in Sterling unless otherwise stated.All holdings are ordinary shares or stock units and admitted to official stock exchange listings unless otherwise stated.

103

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

1) Global Data

Proportion of securities and commodities on loan as at 31 January 2017 £'000 % Total lendable assets excluding cash and cash equivalents: 4,308,154Securities and commodities on loan 124,224 2.88%

Assets engaged in SFTs and total return swaps as at 31 January 2017 £'000 % Fund assets under management (AUM) 4,814,893

Absolute value of assets engaged in:Securities lending 124,224 2.58%

2) Concentration Data

Top 10 collateral issuersName and value of collateral and commodities received as at 31 January 2017 £'000

Government of United Kingdom 41,253Republic of France 12,684Federal Republic of Germany 3,174Kingdom of Belgium 2,655Royal Dutch Shell 2,624United States of America Treasury 1,657Eni 1,650Kingdom of Netherlands 1,598Apple 1,403Sherwin-Williams 1,209

Top 10 counterpartiesName and value of outstanding transactions as at 31 January 2017 £'000Securities lendingMorgan Stanley International 31,899Deutsche Bank 26,770Credit Suisse Securities (Europe) 22,682HSBC 18,335UBS 16,595Citigroup Global Markets Limited 4,973Merrill Lynch International 2,831ING Bank 85BMO Capital Markets 54

3) Aggregate Transaction Data

Type, quality and currency of collateral as at 31 January 2017Type Quality Currency £'000Securities lendingEquity Traded on recognised exchange Sterling 23,055Equity Traded on recognised exchange Australian dollar 49Equity Traded on recognised exchange Canadian dollar 8Equity Traded on recognised exchange Danish krone 1,194Equity Traded on recognised exchange Euro 20,743Equity Traded on recognised exchange Hong Kong dollar 1,811Equity Traded on recognised exchange Japanese yen 3,573Equity Traded on recognised exchange Norwegian krone 1,355Equity Traded on recognised exchange Singapore dollar 24Equity Traded on recognised exchange Swedish krona 779Equity Traded on recognised exchange Swiss franc 562Equity Traded on recognised exchange US dollar 16,270

UK Growth FundSecurities Financing Transactions (SFT) as at 31 January 2017

104

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)UK Growth Fund

as at 31 January 2017

3) Aggregate Transaction Data (continued)

Type, quality and currency of collateral as at 31 January 2017 (continued)Type Quality Currency £'000Fixed Income Investment Grade Sterling 41,253Fixed Income Investment Grade Canadian dollar 264Fixed Income Investment Grade Euro 20,111Fixed Income Investment Grade US dollar 1,657Total collateral held 132,708

Maturity tenor of collateral (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - 167 1,034 2,081 60,003 69,423 132,708

Counterparty details as at 31 January 2017 TotalType £'000Securities lending Switzerland Bi-lateral 9,866Securities lending United Kingdom Bi-lateral 48,986Securities lending Germany Tri-party 29,304Securities lending Netherlands Tri-party 90Securities lending Switzerland Tri-party 7,854Securities lending United Kingdom Tri-party 36,608Total collateral held 132,708

Maturity tenor of SFTs and total return swaps (remaining period to maturity) as at 31 January 2017

Type

Less than one day

£'000

One day to one week£'000

One week to one month

£'000

One to three

months£'000

Three months to

one year£'000

Above one year

£'000

Open maturity

£'000Total£'000

Securities lending - - - - - - 124,224 124,224

4) Re-use of Collateral

The Fund does not engage in re-use of collateral.

5) Safekeeping of Collateral Received

Names and value of custodians safekeeping collateral as at 31 January 2017 £'000State Street 58,852JP Morgan 47,224Crest 19,120Bank of New York 7,512

Number of custodians safekeeping collateral 4

6) Safekeeping of Collateral Granted

The Fund does not borrow stock from counterparties; therefore, no collateral has been granted.

Countries of counterparty establishment Settlement and clearing

105

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Securities Financing Transactions (SFT) (continued)UK Growth Fund

as at 31 January 2017

7) Return and Costfor the year ended 31 January 2017

Collective Investment Manager of Collective Third Parties Undertaking Investment Undertaking (e.g. lending agent) Total

£'000 £'000 £'000 £'000Securities lendingGross return 735 49 196 980% of total gross return 75% 5% 20% 100%Cost* - - - -

*All direct costs from securities lending are borne by lending agent.

106

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Growth FundStatement of total returnfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16Notes £'000 £'000 £'000 £'000

Income

Net capital gains/(losses) 3 750,548 (418,691)

Revenue 4 183,974 188,671

Expenses 5 (18,939) (22,129)

Interest payable and similar charges (3) 4

Net revenue before taxation 165,032 166,546

Taxation 6 (1,413) (979)

Net revenue after taxation 163,619 165,567

Total return before distributions 914,167 (253,124)

Distributions 7 (163,618) (165,568)

Change in net assets attributable to shareholdersfrom investment activities 750,549 (418,692)

Statement of change in net assets attributable to shareholdersfor the year ended 31 January 2017

01/02/16 to 31/01/17 01/02/15 to 31/01/16£'000 £'000 £'000 £'000

Opening net assets attributable to shareholders 4,524,388 5,232,937

Amounts receivable on creation of shares 95,237 271,870Amounts payable on cancellation of shares (442,952) (609,415)Assets transferred to Open-Ended Investment Companies* (124,142) -Assets transferred to Life and Pension Funds** (82,639) -

(554,496) (337,545)

Dilution adjustment 783 1,020

Change in net assets attributable to shareholders frominvestment activities (see Statement of total return above) 750,549 (418,692)

Retained distributions on accumulation shares 47,665 46,668

Closing net assets attributable to shareholders 4,768,889 4,524,388

*Relating to the transfer of assets to Aberdeen UK Equity Enhanced Index Fund due to a disinvestment of a large client's portfolio. The fund is managedby the Fund's Investment Adviser.**Relating to the transfer of assets to Scottish Widows Fundamental Low Volatility Index UK Equity Fund.

Notes to the financial statements are on pages 109 to 134.

107

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

UK Growth FundBalance sheetas at 31 January 2017

31/01/17 31/01/16Notes £'000 £'000

ASSETSFixed assets:

Investments 4,812,281 4,563,368

Current assets:Debtors 8 5,780 30,534Cash and bank balances 9 2,630 12,287

Total assets 4,820,691 4,606,189

LIABILITIESInvestment liabilities 1,794 1,513

CreditorsBank overdrafts 9 1,024 -Distribution payable 44,011 48,219Other creditors 10 4,973 32,069

Total liabilities 51,802 81,801

Net assets attributable to shareholders 4,768,889 4,524,388

Notes to the financial statements are on pages 109 to 134.

108

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements for the year ended 31 January 2017

1.

a)

b)

●●

●●●●

●●

c)

d)

e)

f)

g)

The Fund early adopted the FRS102 update made in March 2016, relating to the fair value hierarchy classifications.

Special dividends are treated as repayments of capital or revenue depending on the facts of each particular case.Any income arising from stock lending is treated as revenue on an accruals basis and is disclosed in the notes to the Financial Statements net ofdirectly attributable fees. The value of the collateral must always exceed the value of the stock on loan. The accepted collateral includes cash,equities, certain types of bonds and money market instruments as agreed with the Depositary.

Accounting and distribution policies

Basis of accounting

Recognition of revenueRevenue is included in the Statement of total return on the following basis:

Treatment of management expenses

Allocation of revenue and expenses to share classesRevenue is allocated when earned in the proportion of the net asset value of each share class to the total net asset value of the Fund. Expensesincurred solely in respect of a share class are allocated directly to that class. Expenses incurred in respect of, or attributable to, the Fund as a wholeare allocated when incurred in the proportion of the net asset value of each share class to the total net asset value of the Fund.

Revenue from unquoted securities is recognised when it is declared. Interest on bank deposits and other interest is recognised on an accrual basis.

Dividends from Real Estate Investment Trusts ('REITs') are recognised as distributable revenue when the securities are quoted ex-dividend.

Where stocks are received in lieu of cash dividends, the value of that dividend is recognised in the gross revenue of the Funds and included within netrevenue available for distribution. Where enhanced scrip dividends are received the value of the enhancement is not recognised as revenue within theFunds but is treated as part of the capital return on the stock.

Interest on debt securities is accounted for on an effective yield basis.

The financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by the revaluation ofinvestments, and in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice (UK GAAP) and the Statement ofRecommended Practice (SORP) for UK Authorised Funds issued by the Investment Management Association (IMA) in May 2014.

Deferred tax assets are only recognised to the extent that it is regarded more likely than not that there will be taxable profits against which the reversalof underlying timing differences can be offset.

Exchange ratesForeign currency assets and liabilities have been translated into Sterling at the exchange rates prevailing at the Balance Sheet date. All transactions inforeign currencies are translated into Sterling at the exchange rates prevailing at the dates of such transactions.

Dilution AdjustmentIn certain circumstances (as detailed in the Prospectus) the ACD may charge a dilution adjustment on the creation or cancellation of shares, which ispaid into the capital of the relevant Fund on an accruals basis. The adjustment is intended to cover certain dealing charges not included in the mid-market value of the Fund used in calculating the share price, which could have a diluting effect on the Fund.

Taxation

Dividends on quoted ordinary shares and preference shares and distributions on collective investment schemes are recognised when the securitiesare quoted ex-dividend. Non-dividend revenue from offshore reporting funds is recognised when declared, and treated as revenue for taxation anddistribution purposes.

With the exception of the UK Equity Income Fund, all management expenses, other than those relating to the purchase and sale of investments, forthe year have been charged against revenue. Transaction charges are charged to the relevant Fund and are included in note 3 - Net capitalgains/(losses). It is the policy of the UK Equity Income Fund to offset the whole of the ACD's annual fee to capital in order to determine the distribution. This may increase the amount of revenue available for distribution but may constrain capital growth.

Dividends received from UK REITs are split into PID (Property Income Distributions) and Non-PID components for tax purposes. Revenue arising fromUK REITs tax-exempt rental business is colloquially known as PID revenue and is taxable in the hands of the Fund. A UK REIT may also carry outactivities that give rise to taxable profits and gains. It is from these that the REIT will make a Non-PID distribution. These are treated for tax purposesin the same way as dividends from normal UK companies.

All distributions from accumulation holdings in collective investment schemes are treated as revenue. Equalisation on distributions received andaccrued from collective investment schemes is treated as capital.

Provision is made for corporation tax at the current rate on the excess of taxable income over allowable expenses. UK dividend revenue is disclosednet of any related tax credit. Overseas dividends continue to be disclosed gross of any foreign tax suffered, the tax element being separately disclosedin the taxation note.Deferred taxation is provided on all timing differences that have originated but not reversed by the Balance Sheet date other than those differencesregarded as permanent. Any liability to deferred tax is provided at the average rate of tax expected to apply. Deferred tax assets and liabilities are notdiscounted to reflect the time value of money.

109

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

1.

h)

i)

j)

k)

2.

Some of the Funds may enter into permitted transactions such as derivative contracts or forward foreign currency transactions. The treatment of thereturns from derivatives depends upon the nature of the transaction. Both motives and circumstances are used to determine whether returns shouldbe treated as capital or revenue. Where positions are undertaken to protect or enhance capital, and the circumstances support this, the returns arecapital and included within gains/losses on investments in the Statement of Total Return. Similarly where they are for generating or protectingrevenue, and the circumstances support this, the returns are revenue and included within net revenue in the Statement of total return. Where positionsgenerate total returns it will generally be appropriate to apportion such returns between capital and revenue to properly reflect the nature of thetransaction.

Distributions which have remained unclaimed by shareholders for over six years are credited to the capital of the Fund.

Income from debt securities will be distributed on an effective yield basis. However, investors in the Corporate Bond Fund should note thatdistributions from this Fund are paid on a coupon basis, unless the effective yield basis generates a higher distribution. The consequence of payingdistributions on a coupon basis will have the impact of reducing the capital value of the Fund.

The distribution pay dates of the five Funds are as follows:

Under the IMA SORP 2014 section 3.71, it is now acceptable not to take into account marginal tax relief in determining the distribution.

Open Forward Currency Contracts are shown in the Portfolio Statement and are valued using contracted forward rates. Open Futures Contracts are shown in the Portfolio Statement and are valued using market prices.

Risk management policies, derivatives and other financial instruments

General

In pursuing their investment objectives, the Funds hold a number of financial instruments. The Company's financial instruments, other thanderivatives, comprise securities and other investments, cash balances, debtors and creditors that arise directly from its operations, for example, inrespect of sales and purchase awaiting settlement, amounts receivable for share issues and payable for share cancellations and debtors for accruedrevenue.

It is the policy of the Corporate Bond Fund to make interest distributions. All other Funds make dividend distributions.

First quarter distribution - 30 June (Corporate Bond Fund and UK Equity Income Fund)Interim distribution - 30 September (all Funds)Third quarter distribution - 31 December (Corporate Bond Fund and UK Equity Income Fund)

Basis of valuation of investments

The investments of the Company are valued at market value, defined as fair value, as at 12pm UK time on 31 January 2017. For fair value purposesequity investments are valued at bid, credit default swaps and contracts for differences ('CFDs') are valued at fair value per the counterparty,exchange traded futures and options are valued using market prices. Where applicable, illiquid, unlisted, delisted, unapproved or suspended securitiesare based on the ACD's assessment of their fair value. Investments in other collective investment schemes are valued at bid price for dual priced funds and at the single price for single priced funds.

Revenue accumulates during the distribution period. If, at the end of the accounting year, revenue exceeds expenses, the net revenue of the Fundswill be distributed (or re-invested) at share class level to the shareholders in accordance with the OEIC regulations. If expenses exceed revenue duringthe year, the net revenue shortfall may be funded from capital. Interim distributions will be at the ACD's discretion up to a maximum of the distributablenet revenue available for the interim period.

Investment asset prices are reviewed regularly by the ACD to identify those assets where the price has not moved since the previous review period.This review provides an initial indication that the market for each identified asset may be inactive. These assets are then reviewed by an internalcommittee who may identify an alternative price source for them. On conclusion that a particular asset is illiquid, the ACD will identify an alternativepricing method. The ACD will first identify if an appropriate price can be obtained from a recognised independent broker. Where this is the case, thebroker will be approved as a price source for the asset.

Distribution of net revenue

Final distribution - 31 March (all Funds)

Derivatives and forward currency transactions

The main risks arising from the financial instruments are market price risk, liquidity risk, credit risk, interest rate risk and foreign exchange risk. TheACD's policies for managing these risks are summarised below and have been applied throughout the year.

Accounting and distribution policies (continued)

EqualisationEqualisation only applies to shares purchased during the distribution period (group 2 shares). It is the average amount of revenue included in thepurchase price of all group 2 shares and is refunded to holders of these shares as a return of capital. Being capital, it is not liable to income tax butmust be deducted from the cost of the shares for capital gains tax purposes.

110

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

2.

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000Change in net assets attributable to shareholders 19,974 25,486 11,385 19,321 48,105

31 January 2016 £'000 £'000 £'000 £'000 £'000Change in net assets attributable to shareholders 20,419 23,744 10,554 19,107 45,619

31 January 2017

Market Value£'000

% ofNet Assets

Investment grade 1,722,008 84.77Non-Investment grade 162,706 7.98Unrated 114,503 5.6331 January 2016

Investment grade 1,782,327 85.42Non-Investment grade 210,142 10.07Unrated 60,058 2.88

We do not consider these liquidity risks to be significant and therefore no numerical analysis is being presented.

Market price risk represents the potential loss the Company might suffer through holding market positions in the face of price movements. Theinvestment assets of the Funds are listed on stock exchanges, as such their prices are subject to movements that would result in an appreciation ordepreciation in the fair value of that asset. As at 31 January 2017, if the price of investments held by the Funds increased or decreased by 1%, theresulting change in net assets attributable to shareholders would have been an increase or decrease of approximately 1%; which would equate to thefollowing:

Corporate Bond Fund

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities.The Company holds assets comprising mainly readily realisable securities and has no significant unlisted securities so therefore has limited exposureto liquidity risk. The main liability of the Company is the cancellation of shares by shareholders. The Company is also exposed to liquidity risk throughits commitments under derivative contracts, whereby additional margin payments or collateral payments may need to be posted with the counterpartyor clearing house. This risk is minimised by holding readily realisable securities and cash to meet the liabilities of the Funds.

As the Funds' assets are held with a custodian, these assets are exposed to credit risk. These assets are ring-fenced by the custodian. The custodianused by the ACD is subject to regular review.

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Thisincludes counterparty and issuer risk.

In general the Investment Adviser manages the Company's cash to ensure it can meet its liabilities. Where investments cannot be realised in time tomeet any potential liability, the Fund may borrow up to 10% of its value to ensure settlement.

Credit Risk

Market Price RiskMarket price risk, being the risk that the value of the Company's investment holdings will fluctuate as a result of changes in market prices caused byfactors other than interest rate or currency movement, arise mainly from uncertainty about future prices of financial instruments the Company holds.

Risk management policies, derivatives and other financial instruments (continued)

The ACD regularly reviews the asset allocation of each portfolio in order to minimise the risk associated with particular sectors whilst continuing tofollow the investment objectives. The ACD has responsibility for monitoring the existing portfolio selected in accordance with the overall assetallocation parameters described above and seeks to ensure that individual stocks also meet the risk reward profile that is acceptable.

Further fluctuations could occur as a result of foreign currency movements. Details of the funds' foreign currency exposure can be found in the ForeignExchange Risk section.

Debt security credit analysis:

Corporate Bond Fund

Certain transactions in securities that the Company enters into expose it to the risk that the counterparty will not deliver the investment for a purchase,or cash for a sale after the Company has fulfilled its responsibilities. The Company's holdings in derivative contracts also expose the Funds to creditrisk. Credit risk arises from the failure of the counterparty to the derivative contract to meet its financial obligations. The Company only buys and sellsinvestments through brokers which have been approved by the ACD as an acceptable counterparty and these are reviewed on an ongoing basis.

The majority of the Corporate Bond Fund debt security holdings are in investment grade bonds as shown in the Debt security credit analysis sectionabove.

Assets of the Company may need to be sold if insufficient cash is available to finance redemptions. The Funds hold cash and cash deposits whichpotentially exposes them to counterparty risk. The manager constantly reviews the banks at which cash is deposited.

111

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

2.

Corporate Bond Fund31 January 2017EuroSterlingUS Dollar

EuroSterlingUS Dollar

31 January 2017EuroSterling31 January 2016EuroSterling

31 January 2017EuroSterling31 January 2016EuroSterling

31 January 2017Euro 40Sterling 1,613 1,910,60431 January 2016EuroSterling

31 January 2017EuroSterling31 January 2016EuroSterling

*Prior period comparatives have been updated to be in line with current year disclosure.

The Corporate Bond Fund invests significantly in debt securities. The fair value or cash flow of this type of instrument may be affected by interest ratemovements, exposing the Fund to interest rate risk.

UK Equity Income Fund

The only interest bearing financial instruments of the UK Equity Income Fund, UK FTSE 100 Index Tracking Fund, FTSE All-Share Index TrackingFund and UK Growth Fund were cash and bank balances shown in note 9. The Funds have no fixed rate financial assets and no significantborrowings. In the event of a change in interest rates, there would be no material impact upon the financial assets and liabilities of the Funds.

2,537,588

37,146 (41,278)1,073

- 217- - 2,547,106

(3,059)

2,376,560- 1,027- 2,372,7663,794

-

16,269 139,423 (157,422) (1,730)63,025 1,815,299 212,973* 2,091,297

1,027

2179,518

63,751 1,735,952 232,315 2,032,018(34,585)

2,990 111,151 (114,458) (317)

1,234 25933,610

Risk management policies, derivatives and other financial instruments (continued)

Fixed ratefinancial assets

Financial assets / (liabilities) not carrying

interest Total£'000£'000£'000£'000

The interest rate risk profile of the Company's financial assets and liabilities as at 31 January was:

Floating ratefinancial assets

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

- - 18 182,123 - 1,138,003 1,140,126

UK FTSE 100 Index Tracking Fund

3,849 - 1,053,607 1,057,456- - 60 60

401,912,217

UK FTSE All-Share Index Tracking Fund

- - -

- - 108 1082,322 - 1,883,000 1,885,322

- - 83 83

UK Growth Fund

1,606 4 4,767,196 4,768,806

- - 233 23312,287 135 4,511,733 4,524,155

-

31 January 2016 - Restated

112

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

2.

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'0004,702 - - - -

31 January 2016 £'000 £'000 £'000 £'000 £'0004,980 - - - -

Net Foreign Currency Exposures Net Foreign Currency Exposures

MonetaryNon-

Monetary Total MonetaryNon-

Monetary Total£'000 £'000 £'000 £'000 £'000 £'000

(114,458) 114,141 (317) (157,417) 155,687 (1,730)

(33,351) 33,610 259 (40,205) 37,146 (3,059)

The net foreign currency exposure for the Funds are not deemed to be significant and on that basis no sensitivity analysis has been presented.

The Corporate Bond Fund receives revenue in Euros and US Dollars, the Sterling value of this revenue can be affected by movements in exchangerates. Arrangements are in place for the conversion of all revenue receipts into Sterling on the date of receipt.

As most of the assets of the UK Equity Income Fund, UK FTSE All-Share Index Tracking Fund, UK FTSE 100 Index Tracking Fund and UK GrowthFund are Sterling denominated, there is little exposure to foreign exchange risk. However, the Corporate Bond Fund invests significantly in Euro andUS Dollar denominated bonds and, as a result, the capital value of investments and the revenue deriving from them can be significantly affected bycurrency movements. The ACD has identified three principal areas where foreign currency risk could impact the Corporate Bond Fund, namely where movements inexchange rates affect the sterling value of investments, short-term timing differences and revenue received. It may be subject to short-term exposureto exchange rate movements, for instance where there is a difference between the date an investment purchase or sale is entered into and the datethe requisite foreign exchange transaction occurs. When the scheme enters into such a transaction, which will involve the buying or selling of foreigncurrency in order to complete, the ACD will instigate the necessary foreign exchange transactions in order to minimise exchange rate risk.

Interest Rate Risk (continued)

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchangerates.

The Company may enter into derivative transactions in the form of investment in warrants, options, currency forwards and stock index futures. Thepurpose of these financial instruments is efficient portfolio management. In particular, stock index futures are used both to implement the investmentpolicy in a timely manner and to manage market price risk arising from the time lag between Funds being receivable or payable by the Company andinvestment or disinvestment in underlying securities. Currently, the UK Equity Income Fund, the UK FTSE 100 Index Tracking Fund, the UK FTSE All-Share Index Tracking Fund and the UK Growth Fund invest in stock index futures for this purpose. The use of stock index futures is not significant andany movement in asset value would be in line with the securities held by these Funds.

The Company has no material amounts of non-interest bearing assets, other than equities, which do not have maturity dates.

Foreign Exchange Risk

Approximate increase or decrease

As at 31 January 2017, if interest rates increased or decreased by 0.25%, with all other variables remaining constant, the resulting change in the netassets attributable to shareholders would have been an approximate increase or decrease of:

31 January 2017Corporate Bond Fund 31 January 2016

Euro

US Dollar

Approximate increase or decrease

Risk management policies, derivatives and other financial instruments (continued)

The net foreign currency monetary assets at the balance sheet date, analysed by Fund, were as follows:

113

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

2.

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000655 - 326 1,388 1,84145 - - - -

31 January 2016 £'000 £'000 £'000 £'000 £'0003,479 535 90 409 2,006

466 - - - -

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000144,495 56,686 14,396 49,555 139,770151,230 - - - -295,725 56,686 14,396 49,555 139,770

31 January 2016 £'000 £'000 £'000 £'000 £'000185,907 29,373 19,744 27,235 117,181202,085 - - - -387,992 29,373 19,744 27,235 117,181

Corporate

Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000Underlying exposure obtained through efficient portfolio management techniques 295,725 56,686 14,396 49,555 139,770

31 January 2016 £'000 £'000 £'000 £'000 £'000Underlying exposure obtained through efficient portfolio management techniques 387,992 29,373 19,744 27,235 117,181

Financial derivative instruments exposure - notional

Financial derivative instruments exposure - fair value

Efficient portfolio management techniques

Exchange traded derivativesForward foreign currency contracts

Exchange traded derivativesForward foreign currency contracts

There is no material difference between the value of the financial assets and liabilities, shown in the balance sheet, and their fair value. The mainliability of the Company is its obligation to redeem shares on demand.

Risk management policies, derivatives and other financial instruments (continued)

Fair value of financial assets and financial liabilities

Total financial derivative instruments exposure

Total financial derivative instruments exposure

Exchange traded derivativesForward currency contracts

Exchange traded derivativesForward currency contracts

The financial derivative instruments exposure represents the value of what is "economically commanded" by the instrument and is calculated as thesum of the notional value of the instrument, i.e. the number of contracts multiplied by the relevant index or spot price.

114

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

2.

Corporate

Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000(2,364) - - - -

(21) - - - -655 (29) 326 1,388 998

- (756) - - (951)Royal Bank of Canada - Forward currency contracts 4 - - - -

(61) - - - -

31 January 2016 £'000 £'000 £'000 £'000 £'000Deutsche Bank - Forward currency contracts (2,647) - - - -HSBC Bank - Forward currency contracts (11,441) - - - -

3,479 535 90 338 2,006- (827) - - (1,513)

Corporate

Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'0001,009 6,276 445 1,261 2,6301,234 - - - -

31 January 2016 £'000 £'000 £'000 £'000 £'000469 3,470 1,078 1,438 6,494

1,073 - - - -

Merrill Lynch - Options

Bank of New York - Forward currency contracts

Counterparties to financial derivative instruments and efficient portfolio management techniques

HSBC Bank - Forward currency contractsMerrill Lynch - Futures

BNP Paribas - Forward currency contracts

GBP cash - Merrill LynchUSD cash - Merrill Lynch

Collateral

Merrill Lynch - Futures

GBP cash - Merrill LynchUSD cash - Merrill Lynch

Merrill Lynch - Options

The counterparty exposure represents the amount that the Fund could lose (or gain) if the counterparty defaulted. This is calculated as the unrealisedprofit (or loss) on this trade. It is therefore a different amount to the value of the sum of the notionals.

The type and amount of collateral received or (posted) to reduce counterparty exposure:

Risk management policies, derivatives and other financial instruments (continued)

115

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

3. Net capital gains/(losses)

The net gains/(losses) on investments during the year comprise:

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Non-derivative securities 114,104 349,410 195,648 316,989 732,109Derivative contracts 5,700 9,099 3,560 6,163 18,431Forward currency contracts (23,241) - - - -Transaction fees (5) (2) - (4) (2)Currency gains/(losses) 193 12 4 (6) 10Capital compensation* - 2,805 - - -

Net capital gains 96,751 361,324 199,212 323,142 750,548

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

Non-derivative securities (147,994) (255,664) (136,194) (205,614) (420,022)Derivative contracts 2,319 2,588 (2,825) (1,484) 1,339Forward currency contracts (2,540) - - - -Transaction fees (2) - - (4) (3)Currency gains/(losses) 172 (5) - (1) (5)

Net capital losses (148,045) (253,081) (139,019) (207,103) (418,691)

*Monies received from HBOS Investment Fund Managers Limited to reflect the reduction in annual management charge of C Accumulation and DAccumulation which was backdated to 1 October 2012 when we made similar reductions to other funds at that time.

116

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

4. Revenue

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

UK dividends - 106,655 36,295 59,699 146,329Stock dividends - 232 4,925 7,112 13,490Overseas dividends - 1,804 3,669 6,729 16,113Distributions from Regulated Collective Investment Schemes:

Interest distributions - - - 92 168Offshore distributions - 200 61 167 458Property income distributions - 518 427 1,019 2,154Interest on debt securities 92,925 - - - 181Bank interest 14 20 5 6 30Stock lending revenue 12 313 48 278 735Income Compensation* - - - - 4,316

92,951 109,742 45,430 75,102 183,974

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

UK dividends - 104,086 35,733 64,434 155,910Stock dividends - 1,205 2,892 4,641 9,930Overseas dividends - 2,507 4,911 9,112 20,083Distributions from Regulated Collective Investment Schemes:

Interest distributions - - - 30 43Offshore distributions - 105 116 164 500Property income distributions - 308 391 797 2,032Interest on debt securities 104,655 - - - 153Bank interest 35 6 34 8 20

104,690 108,217 44,077 79,186 188,671

*Monies received from HBOS Investment Fund Managers Limited to reflect the reduction in annual management charge of C Accumulation which wasbackdated to 1 October 2012 when we made similar reductions to other funds at that time.

117

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

5. Expenses

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Payable to the ACD, associates of the ACD and agents of either of them:ACD's periodic charge 18,089 11,716 10,674 5,350 18,681Registration fees 292 171 11 95 206

18,381 11,887 10,685 5,445 18,887

Payable to the Depositary, associates of the Depositary, and agents of either of them:Depositary fees 91 15 2 9 37Safe custody fees 147 7 - 4 11

238 22 2 13 48

Other expenses:Audit fee 9 3 - 2 4Professional fees - 1 - - -

9 4 - 2 4

Total expenses 18,628 11,913 10,687 5,460 18,939

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

Payable to the ACD, associates of the ACD and agents of either of them:ACD's periodic charge 18,818 13,521 10,915 5,661 21,845Registration fees 316 184 11 101 222

19,134 13,705 10,926 5,762 22,067

Payable to the Depositary, associates of the Depositary, and agents of either of them:Depositary fees 58 10 2 6 25Safe custody fees 166 9 1 5 17

224 19 3 11 42

Other expenses:Audit fee 8 3 1 2 3Professional fees - 8 1 7 17

8 11 2 9 20

Total expenses 19,366 13,735 10,931 5,782 22,129

Fees are inclusive of VAT where applicable.

A proportion of depositary, safe custody, transaction, audit and registration fees have been charged to Share Classes B, C, D, E, F and G (exceptShare Class B & D of the UK FTSE 100 Index Tracking Fund) in accordance with the Prospectus. The remaining costs attributable to Share ClassesA and I, and Share Class B & D of the UK FTSE 100 Index Tracking Fund, continue to be borne by the ACD.

The audit fee in total for the Company was £44,880 (2016: £41,880), of which £29,512 (2016: £24,958) was paid by the ACD.

118

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

6. Taxation

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

a) Analysis of tax charge

Current tax:

Irrecoverable overseas tax (47)* 6 435 635 1,413Total current tax (47) 6 435 635 1,413

Total taxation (note 6b) (47) 6 435 635 1,413

*Income tax refund.

b) Factors affecting tax charge

Net revenue before taxation 74,314 97,827 34,743 69,640 165,032

Net revenue multiplied by the rate of corporation tax applicable to UK open-ended investment companies of 20% 14,863 19,565 6,949 13,928 33,006

Effects of:UK dividends - (21,331) (7,259) (11,941) (29,265)Other non-taxable revenue - (46) (732) (1,417) (2,687)Overseas non-taxable dividend revenue - (362) (985) (1,330) (3,186)Movement in excess management expenses - 2,174 2,027 760 2,132Tax deductible interest distributions (14,863) - - - -Irrecoverable overseas tax (47)* 6 435 635 1,413

Total taxation (note 6a) (47) 6 435 635 1,413

*Income tax refund.

c) Factors affecting future tax charges

Unrecognised deferred tax asset - 30,067 23,747 8,963 54,232

The tax assessed for the year is different from the rate of corporation tax applicable to UK open-ended investment companies (20%). The differencesare explained below:

No deferred tax assets have been recognised on the above excess expenses because the sub-funds are not expected to generate taxable income in afuture period in excess of the deductible expenses of that future period. Accordingly, it is unlikely that the sub-funds will be able to reduce future taxliabilities through the use of existing excess expenses.

Any excess management expenses, or non trade loan relationship deficit, brought forward are available to be used against future taxable income inthe Funds of the Company, where appropriate.

119

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

6. Taxation (continued)

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

a) Analysis of tax charge

Current tax:

Irrecoverable overseas tax - - 331 510 979Total current tax - - 331 510 979

Total taxation (note 6b) - - 331 510 979

b) Factors affecting tax charge

Net revenue before taxation 85,316 94,482 33,146 73,404 166,546

Net revenue multiplied by the rate of corporation tax applicable to UK open-ended investment companies of 20% 17,063 18,896 6,629 14,681 33,309

Effects of:UK dividends - (20,816) (7,146) (12,889) (31,008)Other non-taxable revenue - (241) (563) (884) (2,051)Overseas non-taxable dividend revenue - (501) (981) (1,811) (3,993)Movement in excess management expenses - 2,662 2,061 903 3,743Tax deductible interest distributions (17,063) - - - -Irrecoverable overseas tax - - 331 510 979

Total taxation (note 6a) - - 331 510 979

c) Factors affecting future tax charges

Unrecognised deferred tax asset - 27,893 21,720 8,203 52,100

The tax assessed for the year is different from the rate of corporation tax applicable to UK open-ended investment companies (20%). The differencesare explained below:

Any excess management expenses, or non trade loan relationship deficit, brought forward are available to be used against future taxable income inthe Funds of the Company, where appropriate.

No deferred tax assets have been recognised on the above excess expenses because the sub-funds are not expected to generate taxable income in afuture period in excess of the deductible expenses of that future period. Accordingly, it is unlikely that the sub-funds will be able to reduce future taxliabilities through the use of existing excess expenses.

120

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

7. Distributions

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Distributions

First quarter distribution 16,858 41,386 - - -Interim distribution 16,282 24,649 20,443 38,997 93,338Third quarter distribution 16,197 28,876 - - -Final distribution 15,259 13,397 12,747 26,749 64,499

64,596 108,308 33,190 65,746 157,837

Add: UK Income tax withheld on interest distributions 16,327 - - - -Add: Revenue deducted on the cancellation of shares 1,149 2,517 1,544 3,872 6,654Deduct: Revenue received on the issue of shares (432) (1,416) (427) (613) (873)Net distributions for the year 81,640 109,409 34,307 69,005 163,618

Movement between net revenue after taxation and distributions

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000Net revenue after taxation 74,361 97,821 34,308 69,005 163,619

Undistributed income b/fwd 7 2 1 5 1Undistributed income c/fwd (2) (1) (2) (5) (2)ACD fees paid from capital - 11,716 - - -Amortisation not distributed 7,274 - - - -Notional tax charge transferred to capital - (129) - - -Net distributions for the year 81,640 109,409 34,307 69,005 163,618

The distributions take account of revenue received on the issue of shares and revenue deducted on the cancellation of shares and comprise:

Details of the distributions per share are set out in the tables on pages 135 to 148.As a result of the rounding down of distribution rates to four decimal places of a penny, a small amount of income will typically be carried forward fordistribution in the following year. This may result in the total revenue distributed for a year marginally exceeding the total net revenue earned duringthe year.

121

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)for the year ended 31 January 2017

7. Distributions (continued)

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 - Restated £'000 £'000 £'000 £'000 £'000

Distributions

First quarter distribution 18,663 42,840 - - -Interim distribution 18,553 20,231 18,820 41,320 94,682Third quarter distribution 18,029 28,881 - - -Final distribution 17,805* 14,972 13,645 29,465 66,677

73,050* 106,924 32,465 70,785 161,359

Add: UK Income tax withheld on interest distributions 18,444 - - - -Add: Revenue deducted on the cancellation of shares 857 2,421 1,397 2,851 5,951Deduct: Revenue received on the issue of shares (130) (1,384) (1,045) (742) (1,742)Net distributions for the year 92,221* 107,961 32,817 72,894 165,568

Movement between net revenue after taxation and distributions

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 - Restated £'000 £'000 £'000 £'000 £'000Net revenue after taxation 85,316 94,482 32,815 72,894 165,567

Undistributed income b/fwd 7 1 3 5 2Undistributed income c/fwd (7)* (2) (1) (5) (1)ACD fees paid from capital - 13,521 - - -Amortisation not distributed 6,905 - - - -Notional tax charge transferred to capital - (41) - - -Net distributions for the year 92,221* 107,961 32,817 72,894 165,568

*Prior year comparatives have been updated to be in line with current year disclosure.

As a result of the rounding down of distribution rates to four decimal places of a penny, a small amount of income will typically be carried forward fordistribution in the following year. This may result in the total revenue distributed for a year marginally exceeding the total net revenue earned duringthe year.

Details of the distributions per share are set out in the tables on pages 135 to 148.

The distributions take account of revenue received on the issue of shares and revenue deducted on the cancellation of shares and comprise:

122

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

8. Debtors

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Amounts receivable for issue of shares 84 154 33 173 148Sales awaiting settlement 1,659 - - - -Accrued revenue 40,746 3,017 1,457 2,545 4,793Overseas tax recoverable - - 326 408 801Income tax recoverable - - - 22 38

42,489 3,171 1,816 3,148 5,780

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

Amounts receivable for issue of shares 58 87 18 30 51Sales awaiting settlement - 10,476 208 2,624 23,094Accrued revenue 45,940 4,104 1,596 2,949 6,474Overseas tax recoverable - - 261 407 900Income tax recoverable - - - 9 15

45,998 14,667 2,083 6,019 30,534

123

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

9. Cash and bank balances

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Cash and bank balances 8,513 3,242 1,678 352 -Amounts held at futures brokers 2,243 6,276 445 1,261 2,630

10,756 9,518 2,123 1,613 2,630

Overdraft bank balances - - - - (1,024)10,756 9,518 2,123 1,613 1,606

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

Cash and bank balances 18,165 324 2,771 884 5,793Amounts held at futures brokers 1,543 3,470 1,078 1,438 6,494

19,708 3,794 3,849 2,322 12,287

19,708 3,794 3,849 2,322 12,287

10. Creditors

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2017 £'000 £'000 £'000 £'000 £'000

Amounts payable for cancellation of shares 1,536 3,647 548 2,596 3,274Purchases awaiting settlement 2,133 - - - -Accrued expenses 1,615 1,042 951 509 1,699

5,284 4,689 1,499 3,105 4,973

Corporate Bond Fund

UK Equity Income Fund

UK FTSE 100 Index

Tracking Fund

UK FTSE All-Share Index

Tracking Fund

UK Growth Fund

31 January 2016 £'000 £'000 £'000 £'000 £'000

Amounts payable for cancellation of shares 3,715 4,351 2,137 9,189 13,898Purchases awaiting settlement - - - - 16,530Accrued expenses 1,581 1,021 813 441 1,641

5,296 5,372 2,950 9,630 32,069

124

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

11. Provision for deferred tax

12. Capital commitments and contingent liabilities

13. Related party transactions

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000

1,492 1,006 935 477 1,646

2,427 8,465 665 20,019 43,475

9,737 67,263 1,596 49,059 108,800

71,109 19,280 26,101 35,153 79,247

5,772 1,053 1,221 1,707 3,595

14.54% 26.55% 1.72% 63.04% 27.35%

The Fund has related party holdings within Lloyds Banking Group withvalue as follows:

At the balance sheet date there was no provision for deferred tax (31/01/2016: Nil).

At the balance sheet date there were no capital commitments (31/01/2016: Nil) and no contingent liabilities (31/01/2016: Nil).

HBOS Investment Fund Managers Limited, ("the ACD") is a related party and is regarded as a controlling party by virtue of having the ability to act inrespect of the operations of the Fund. Lloyds Banking Group, as the parent company of the ACD is the ultimate controlling party of the Fund. As suchany member company of Lloyds Banking Group is also a related party.

Fees paid to HBOS Investment Fund Managers Limited ("the ACD") are shown in Note 5. The aggregate monies received through issue and paid oncancellation of shares are disclosed in the Statement of change in net assets attributable to shareholders. Any amounts due to or from the ACD at theend of the year are disclosed in Notes 8 and 10.

The balance due to the ACD at the year end in respect of managementcharges was as follows:

The amounts of distributions payable to companies in the Lloyds BankingGroup which were outstanding at the year end were as follows:

Distributions payable to the Lloyds Banking Group, parent company of theACD during the year were as follows:

Income received from Lloyds Banking Group during the year was asfollows:

Percentage of shares in issue owned by Lloyds Banking Group and itssubsidiaries at the year end:

125

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

13. Related party transactions (continued)

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 £'000 £'000 £'000 £'000 £'000

1,433 984 799 409 1,584

2,810 9,062 784 22,567 47,646

11,728 65,040 1,849 54,002 113,303

88,623 23,825 27,677 40,085 85,817

5,620 444 562 856 1,956

14.60% 23.33% 1.85% 64.82% 25.37%

14. Shareholder funds

Class A Class B Class C Class D Class E Class F Class G Class I Class SW1** Class SW3**

Corporate Bond Fund n/a 0.75% 1.00% 1.00% 0.75% n/a n/a 0.00% - -UK Equity Income Fund 0.50% 1.00% 1.35%* 1.35%* 1.25% 1.25% 1.00% 0.00% - -UK FTSE 100 Index Tracking Fund 0.50% 1.00% 1.00% 1.00% n/a 1.00% n/a 0.00% n/a n/aUK FTSE All-Share Index Tracking Fund 0.50% n/a 1.00% n/a n/a 1.00% 1.00% 0.00% n/a n/aUK Growth Fund 0.50% 0.50% 1.35%* n/a n/a 1.25% 1.00% 0.00% - n/a

All classes have the same rights on winding up.

* The annual management charge has changed from 1.50% to 1.35% during the year.** Share class closed on 26 May 2016.

The Fund has related party holdings within Lloyds Banking Group withvalue as follows:Income received from Lloyds Banking Group during the year was asfollows:

Percentage of shares in issue owned by Lloyds Banking Group and itssubsidiaries at the year end:

The balance due to the ACD at the year end in respect of managementcharges was as follows:

The amounts of distributions payable to companies in the Lloyds BankingGroup which were outstanding at the year end were as follows:

Distributions payable to the Lloyds Banking Group, parent company of theACD during the year were as follows:

Where a Fund has more than one share class, each class may have a different charging structure. Consequently, the level of net revenue attributableto each share class may differ.

The annual management charge on each share class is as follows (2016: same except where indicated*):

126

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

14. Shareholder funds (continued)

Fund / Share Class

Corporate Bond FundShare Class BShare Class CShare Class DShare Class EShare Class IShare Class SW1**Share Class SW3**

Fund / Share Class

UK Equity Income FundShare Class AShare Class BShare Class CShare Class DShare Class EShare Class FShare Class GShare Class IShare Class SW1**Share Class SW3**

Fund / Share Class

UK FTSE 100 Index Tracking FundShare Class AShare Class BShare Class CShare Class DShare Class FShare Class I

Fund / Share Class

UK FTSE All Share Index Tracking FundShare Class AShare Class CShare Class IShare Class GShare Class F

Fund / Share Class

UK Growth FundShare Class AShare Class BShare Class CShare Class IShare Class GShare Class FShare Class SW1** (50,000) -

1,001,984,000 25,475,000 (74,181,000) 953,278,00050,000 -

1,209,094,000579,276,000 520,000 (69,395,000) 510,401,000

470,814,000 37,793,000 (387,160,000) 121,447,0001,160,640,291 26,780,000 (129,855,000) 1,057,565,2911,345,004,000 2,900,000 (138,810,000)

31 January 2017

16,399,709 530,000 (1,350,000) 15,579,709

Opening shares Creations Cancellations Closing shares

1 February 2016

1,975,139,068563,266,000 2,565,000 (59,952,000) 505,879,000

462,337,000 11,855,000 (35,611,000) 438,581,00084,678,000 11,170,000 (54,005,000) 41,843,000

(481,700,000)79,470,000

31 January 2017

179,856,272 8,200,000 (16,340,000) 171,716,272

Opening shares Creations Cancellations Closing shares

1 February 2016

1,284,025,000

56,216,427 19,735,000 (31,095,000) 44,856,4271,828,000

1,258,205,000(327,340,000)

42,305,000 (16,485,000)328,578,000 590,000

132,474,000

110,000 - (110,000) -615,932,883 54,390,000 (73,895,000) 596,427,883

100,524,000733,245,000 23,865,000 701,148,00070,179,000 2,200,000

24,842,493

Opening shares Creations Cancellations Closing shares

25,942,493

(7,670,000) 64,709,000

618,733,0006,709,000 2,535,000

1 February 2016

7,209,000(2,035,000)694,488,000 3,195,000 (78,950,000)

351,050,000 23,916,172 (274,442,172)

142,671,000 2,670,000 (12,867,000)

(55,962,000)

(855,000)

9,319,558 275,000 (870,000) 8,724,558

31 January 2017

30,000 - (30,000) -

Opening shares

1 February 2016

Creations Cancellations Closing shares

3,451,000

3,942,799,000 375,000 (320,832,000)

75,000 - (75,000)

1,374,595,000 140,000 (110,111,000) 1,264,624,0003,861,000 445,000

2,455,005,000 34,995,000 (215,341,000)

31 January 2017

Creations Cancellations

45,426,000 9,475,000 (12,150,000)

Closing shares

42,751,0002,274,659,0003,622,342,000

45,000 - (45,000) -

31 January 2017

(47,417,000) 584,785,000

-(360,075,000)1,209,447,679 260,850,000

* Share class closed on 26 May 2016.

2,377,369,068

475,000

1 February 2016

1,110,222,679631,727,000

Opening shares

970,000 (2,070,000)

127

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

15. Securities on loan

Corporate

Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000CounterpartiesBMO Capital Markets - - - - 54Citigroup Global Markets Limited 3,578 3,649 - 3,959 4,973Credit Suisse Securities (Europe) 20,184 7,661 2,631 17,288 22,682Deutsche Bank - 10,813 3,193 4,876 26,770HSBC 19,465 1,473 - 12,134 18,335ING Bank - - - - 85Merrill Lynch International 2,750 1,624 500 2,154 2,831Morgan Stanley International - - - - 31,899UBS 211 11,892 3,696 13,544 16,595Total securities on loan 46,188 37,112 10,020 53,955 124,224

Collateral heldBonds 25,049 21,893 1,566 19,953 63,285Equities 11,914 17,857 9,308 37,980 69,423Cash 11,435 - - - -Total collateral held 48,398 39,750 10,874 57,933 132,708

Corporate

Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000Gross earnings 16 417 65 370 980Net earnings 12 313 48 278 735

The gross earnings and fees paid for the year are included in the table below (31 January 2016: £nil):

The aggregate value of securities on loan at 31 January 2017 is £271,499k (31 January 2016: £nil). The identities of these counterparties are listed inthe counterparties table below. Securities on loan are included in the portfolio statement and no account is taken of any collateral held. The aggregatevalue of collateral held at 31 January 2017 is £289,663k (31 January 2016: £nil). This collateral is listed in the collateral held table below.

128

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

16. Portfolio transaction costs

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000

61,285 218,625 64,220 166,098 378,601Equities - 856,670 80,707 67,534 906,465Fixed Income 482,823 - - - -Options - 11,647 - - 15,390Trades in the year before transaction costs 544,108 1,086,942 144,927 233,632 1,300,456

Commissions- - - 3 3

Equities - 68 3 3 33Futures 4 12 3 9 24Options - 32 - - 47Total commissions 4 112 6 15 107

Taxes- - - 15 11

Equities - 3,416 353 236 4,077Total taxes - 3,416 353 251 4,088

Total purchase costs 4 3,528 359 266 4,195Total net purchases after transaction costs 544,112 1,090,470 145,286 233,898 1,304,651

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000

- 186,010 67,890 156,407 427,819Equities - 1,061,310 178,187 355,369 1,305,357Fixed Income 695,007 - - - 5Options - 10,521 - - 14,200Trades in the year before transaction costs 695,007 1,257,841 246,077 511,776 1,747,381

Commissions- - - (3) (5)

Equities - (98) (5) (15) (33)Futures (4) (12) (4) (8) (26)Options - (34) - - (48)Total commissions (4) (144) (9) (26) (112)

TaxesEquities - - - (1) (1)Total taxes - - - (1) (1)

Total sale costs (4) (144) (9) (27) (113)Total net sales after transaction costs 695,003 1,257,697 246,068 511,749 1,747,268

Analysis of total purchase costs:

Analysis of total sale costs:

Collective Investment Schemes

Collective Investment Schemes

Collective Investment Schemes

Collective Investment Schemes

Collective Investment Schemes

129

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

16. Portfolio transaction costs (continued)

Total transaction costs expressed as a percentage of asset class trades

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 % % % % %

Commissions (%) - PurchasesCollective Investment Schemes - - - 0.00% 0.00%Equities - 0.01% 0.00% 0.00% 0.00%Futures 0.00% 0.00% 0.00% 0.00% 0.00%Options - 0.27% - - 0.31%

Taxes (%) - PurchasesCollective Investment Schemes - - - 0.01% 0.00%Equities - 0.40% 0.44% 0.35% 0.45%

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 % % % % %

Commissions (%) - SalesCollective Investment Schemes - - - 0.00% 0.00%Equities - 0.01% 0.00% 0.00% 0.00%Futures 0.00% 0.00% 0.00% 0.00% 0.00%Options - 0.32% - - 0.34%

Taxes (%) - SalesEquities - - - 0.00% 0.00%

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 % % % % %

Commissions 0.00% 0.00% 0.00% 0.00% 0.00%Taxes - 0.14% 0.03% 0.01% 0.09%

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 % % % % %

0.80% 0.06% 0.02% 0.09% 0.08%

Total transaction cost expressed as a percentage of average net asset value

Average portfolio dealing spread

The average portfolio dealing spread at the balance sheet

130

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

16. Portfolio transaction costs (continued)

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 - Restated £'000 £'000 £'000 £'000 £'000

Collective Investment Schemes - 162,300 12,720 172,028 337,570Equities - 271,441 42,534 89,195 962,367Fixed Income 374,508 - - - -Options - 1,090 - - 3,412Trades in the year before transaction costs 374,508 434,831 55,254 261,223 1,303,349

CommissionsCollective Investment Schemes - - - 3 3Equities - 180 - 7 59Futures 3 7 4 8 22Options - 17 - - 48Total commissions 3 204 4 18 132

TaxesEquities - 1,285 203 308 4,092Total taxes - 1,285 203 308 4,092

Total purchase costs 3 1,489 207 326 4,224Total net purchases after transaction costs 374,511 436,320 55,461 261,549 1,307,573

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 - Restated £'000 £'000 £'000 £'000 £'000

Collective Investment Schemes - 176,070 33,540 164,090 356,900Equities - 410,840 23,342 220,646 1,229,746Fixed Income 481,607 - - - -Options - 3,934 - - 10,071Trades in the year before transaction costs 481,607 590,844 56,882 384,736 1,596,717

CommissionsCollective Investment Schemes - - - (3) (2)Equities - (267) (2) (22) (69)Futures (2) (7) (4) (9) (22)Options - (21) - - (53)Total commissions (2) (295) (6) (34) (146)

TaxesEquities - - - (1) (1)Total taxes - - - (1) (1)

Total sale costs (2) (295) (6) (35) (147)Total net sales after transaction costs 481,605 590,549 56,876 384,701 1,596,570

*Prior year comparatives have been updated to be in line with current year disclosure.

*Prior year comparatives have been updated to be in line with current year disclosure.

Analysis of total sale costs:

Analysis of total purchase costs:

131

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

16. Portfolio transaction costs (continued)

Total transaction costs expressed as a percentage of asset class trades

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 % % % % %

Commissions (%) - Purchases- - - 0.00% 0.00%

Equities - 0.07% - 0.01% 0.01%Futures 0.00% 0.00% 0.00% 0.00% 0.00%Options - 1.56% - - 1.41%

Taxes (%) - PurchasesEquities - 0.47% 0.48% 0.35% 0.43%

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 % % % % %

Commissions (%) - Sales- - - 0.00% 0.00%

Equities - 0.06% 0.01% 0.01% 0.01%Futures 0.00% 0.00% 0.00% 0.00% 0.00%Options - 0.53% - - 0.53%

Taxes (%) - SalesEquities - - - 0.00% 0.00%

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 % % % % %

0.00% 0.02% 0.00% 0.00% 0.01%Taxes 0.00% 0.05% 0.02% 0.01% 0.08%

Total transaction cost expressed as a percentage of average net asset value

Commissions

Collective Investment Schemes

Collective Investment Schemes

132

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

16. Portfolio transaction costs (continued)

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 % % % % %

0.89% 0.10% 0.06% 0.14% 0.14%

17. Fair Value

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2017 £'000 £'000 £'000 £'000 £'000

Assets

94,314 2,549,370 1,138,479 1,932,094 4,812,277

1,905,603 - - - 4

- - - - -

Liabilities

- (785) - - (1,794)

(2,487) - - - -

- - - - -

Total Fair Value 1,997,430 2,548,585 1,138,479 1,932,094 4,810,487

Direct transaction costs are expenses incurred when buying and selling financial investments. In the case of equities, collective investment schemes,broker commissions and transfer taxes may be paid on each transaction.

Level 2

Level 3

Level 1

Level 2

Level 3

Level 1

Level 1 - Quoted prices for identical instruments in an active market. A financial instrument is regarded as quoted in an active market if quoted pricesare readily and regularly available from an exchange, dealer, broker, pricing service etc. These include active listed equities, exchange tradedderivatives etc.

Level 2 - Valuation techniquies with inputs other than quoted prices within level 1 that are observable. This category includes instruments valued usingquoted market prices in active markets that are considered less than active; or other valuation techniques where all significant inputs are directly orindirectly observable from market data. This category will typically include debt securities and collective investment schemes.

Level 3 - Prices using valuation techniques where Inputs are unobservable. This category may include single or broker priced securities andsuspended or unlisted securities.

The average portfolio dealing spread at the balance sheet

Average portfolio dealing spread

133

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Notes to the Financial Statements (continued)as at 31 January 2017

17. Fair Value (continued)

Corporate Bond Fund

UK Equity Income

Fund

UK FTSE 100 Index Tracking

Fund

UK FTSE All-Share

Index Tracking

FundUK Growth

Fund31 January 2016 £'000 £'000 £'000 £'000 £'000

Assets

21,498 2,375,274 1,055,429 1,910,810 4,563,233

2,034,974 - - - 135*

- - - - -

Liabilities

- (827) - (71) (1,513)

(14,554)* - - - -

- - - - -

Total Fair Value 2,056,472 2,374,447 1,055,429 1,910,739 4,561,720

*Restatement of prior year figures due to misinterpretation of information when converting from SORP fair value to IFRS fair value

Level 2 - Valuation techniquies with inputs other than quoted prices within level 1 that are observable. This category includes instruments valued usingquoted market prices in active markets that are considered less than active; or other valuation techniques where all significant inputs are directly orindirectly observable from market data. This category will typically include debt securities and collective investment schemes.

Level 3 - Prices using valuation techniques where Inputs are unobservable. This category may include single or broker priced securities andsuspended or unlisted securities.

The Fund early adopted the FRS102 update made in March 2016.

Level 2

Level 3

Level 1

Level 2

Level 3

Level 1

Level 1 - Quoted prices for identical instruments in an active market. A financial instrument is regarded as quoted in an active market if quoted pricesare readily and regularly available from an exchange, dealer, broker, pricing service etc. These include active listed equities, exchange tradedderivatives etc.

134

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables

Distribution DistributionGross revenue Income tax Net revenue Equalisation payable paid

31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2016pence per share pence per share pence per share pence per share pence per share pence per share

Corporate Bond Fund

Final Distribution

Share Class BGroup 1 0.3269 0.0654 0.2615 - 0.2615 0.2746Group 2 0.2283 0.0457 0.1826 0.0789 0.2615 0.2746

Share Class CGroup 1 0.3046 0.0609 0.2437 - 0.2437 0.2585Group 2 0.1726 0.0345 0.1381 0.1056 0.2437 0.2585

Share Class DGroup 1 0.2118 0.0424 0.1694 - 0.1694 0.1852Group 2 0.1111 0.0222 0.0889 0.0805 0.1694 0.1852

Share Class EGroup 1 0.2225 0.0445 0.1780 - 0.1780 0.1931Group 2 0.1154 0.0231 0.0923 0.0857 0.1780 0.1931

Share Class IGroup 1 0.2733 0.0547 0.2186 - 0.2186 0.2323Group 2 0.1323 0.0265 0.1058 0.1128 0.2186 0.2323

Share Class SW1*Group 1 - - - - - 0.6137Group 2 - - - - - 0.6137

Share Class SW3*Group 1 - - - - - 0.4781Group 2 - - - - - 0.4781

*Share class closed on 26 May 2016.

The above distributions for share classes B and C will be accumulated to the capital of the Fund on or before 31 March 2017.The above distributions for share classes D, E and I are payable on or before 31 March 2017.

Group 1: Shares purchased prior to 1 November 2016Group 2: Shares purchased between 1 November 2016 and 31 January 2017

135

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionGross revenue Income tax Net revenue Equalisation paid paid

31 Oct 2016 31 Oct 2016 31 Oct 2016 31 Oct 2016 31 Oct 2016 31 Oct 2015pence per share pence per share pence per share pence per share pence per share pence per share

Corporate Bond Fund - continued

Third Quarter Distribution

Share Class BGroup 1 0.3423 0.0685 0.2738 - 0.2738 0.2820Group 2 0.2631 0.0526 0.2105 0.0633 0.2738 0.2820

Share Class CGroup 1 0.3189 0.0638 0.2551 - 0.2551 0.2563Group 2 0.1830 0.0366 0.1464 0.1087 0.2551 0.2563

Share Class DGroup 1 0.2233 0.0447 0.1786 - 0.1786 0.1852Group 2 0.1083 0.0217 0.0866 0.0920 0.1786 0.1852

Share Class EGroup 1 0.2349 0.0470 0.1879 - 0.1879 0.1933Group 2 0.0758 0.0152 0.0606 0.1273 0.1879 0.1933

Share Class IGroup 1 0.2886 0.0577 0.2309 - 0.2309 0.2327Group 2 0.1228 0.0246 0.0982 0.1327 0.2309 0.2327

Share Class SW1*Group 1 - - - - - 0.6085Group 2 - - - - - 0.6085

Share Class SW3*Group 1 - - - - - 0.4778Group 2 - - - - - 0.4778

*Share class closed on 26 May 2016.

The above distributions for share classes B and C were accumulated to the capital of the Fund on or before 31 December 2016.The above distributions for share classes D, E and I were paid on or before 31 December 2016.

Group 1: Shares purchased prior to 1 August 2016Group 2: Shares purchased between 1 August 2016 and 31 October 2016

136

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionGross revenue Income tax Net revenue Equalisation paid paid

31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2015pence per share pence per share pence per share pence per share pence per share pence per share

Corporate Bond Fund - continued

Interim Distribution

Share Class BGroup 1 0.3330 0.0666 0.2664 - 0.2664 0.2730Group 2 0.1313 0.0263 0.1050 0.1614 0.2664 0.2730

Share Class CGroup 1 0.3119 0.0624 0.2495 - 0.2495 0.2571Group 2 0.1711 0.0342 0.1369 0.1126 0.2495 0.2571

Share Class DGroup 1 0.2199 0.0440 0.1759 - 0.1759 0.1874Group 2 0.0841 0.0168 0.0673 0.1086 0.1759 0.1874

Share Class EGroup 1 0.2305 0.0461 0.1844 - 0.1844 0.1956Group 2 0.1026 0.0205 0.0821 0.1023 0.1844 0.1956

Share Class IGroup 1 0.2803 0.0561 0.2242 - 0.2242 0.2359Group 2 0.0920 0.0184 0.0736 0.1506 0.2242 0.2359

Share Class SW1*Group 1 - - - - - 0.6108Group 2 - - - - - 0.6108

Share Class SW3*Group 1 - - - - - 0.4824Group 2 - - - - - 0.4824

*Share class closed on 26 May 2016.

The above distributions for share classes B and C were accumulated to the capital of the Fund on or before 30 September 2016.The above distributions for share classes D, E and I were paid on or before 30 September 2016.

Group 1: Shares purchased prior to 1 May 2016Group 2: Shares purchased between 1 May 2016 and 31 July 2016

137

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionGross revenue Income tax Net revenue Equalisation paid paid

30 Apr 2016 30 Apr 2016 30 Apr 2016 30 Apr 2016 30 Apr 2016 30 Apr 2015pence per share pence per share pence per share pence per share pence per share pence per share

Corporate Bond Fund - continued

First Quarter Distribution

Share Class BGroup 1 0.3424 0.0685 0.2739 - 0.2739 0.2681Group 2 0.1539 0.0308 0.1231 0.1508 0.2739 0.2681

Share Class CGroup 1 0.3221 0.0644 0.2577 - 0.2577 0.2525Group 2 0.1734 0.0347 0.1387 0.1190 0.2577 0.2525

Share Class DGroup 1 0.2290 0.0458 0.1832 - 0.1832 0.1854Group 2 0.0805 0.0161 0.0644 0.1188 0.1832 0.1854

Share Class EGroup 1 0.2388 0.0478 0.1910 - 0.1910 0.1937Group 2 0.0760 0.0152 0.0608 0.1302 0.1910 0.1937

Share Class IGroup 1 0.2874 0.0575 0.2299 - 0.2299 0.2344Group 2 0.1024 0.0205 0.0819 0.1480 0.2299 0.2344

Share Class SW1*Group 1 0.7653 0.1531 0.6122 - 0.6122 0.5996Group 2 0.5889 0.1178 0.4711 0.1411 0.6122 0.5996

Share Class SW3*Group 1 0.5903 0.1181 0.4722 - 0.4722 0.4783Group 2 0.5903 0.1181 0.4722 0.0000 0.4722 0.4783

*Share class closed on 26 May 2016.

The above distributions for share classes B, C and SW1 were accumulated to the capital of the Fund on or before 30 June 2016.The above distributions for share classes D, E, I and SW3 were paid on or before 30 June 2016.

Group 1: Shares purchased prior to 1 February 2016Group 2: Shares purchased between 1 February 2016 and 30 April 2016

138

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation payable paid31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2016

pence per share pence per share pence per share pence per share

UK Equity Income Fund

Final Distribution

Share Class AGroup 1 1.3235 - 1.3235 1.3769Group 2 0.3325 0.9910 1.3235 1.3769

Share Class BGroup 1 0.1395 - 0.1395 0.1459Group 2 0.0123 0.1272 0.1395 0.1459

Share Class CGroup 1 0.4120 - 0.4120 0.4130Group 2 0.1217 0.2903 0.4120 0.4130

Share Class DGroup 1 0.2805 - 0.2805 0.2934Group 2 0.0079 0.2726 0.2805 0.2934

Share Class EGroup 1 0.1367 - 0.1367 0.1433Group 2 0.0178 0.1189 0.1367 0.1433

Share Class FGroup 1 0.1971 - 0.1971 0.1976Group 2 0.0596 0.1375 0.1971 0.1976

Share Class GGroup 1 0.2010 - 0.2010 0.2010Group 2 0.0578 0.1432 0.2010 0.2010

Share Class IGroup 1 1.4191 - 1.4191 1.4713Group 2 0.2074 1.2117 1.4191 1.4713

Share Class SW1*Group 1 - - - 0.5706Group 2 - - - 0.5706

Share Class SW3*Group 1 - - - 0.4338Group 2 - - - 0.4338

*Share class closed on 26 May 2016.

The above distributions for share classes A, B, D, E and I are payable on or before 31 March 2017.The above distributions for share classes C, F and G will be accumulated to the capital of the Fund on or before 31 March 2017.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 November 2016Group 2: Shares purchased between 1 November 2016 and 31 January 2017

100.00% of the dividend together with the tax credit is received as franked investment income.

139

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid31 Oct 2016 31 Oct 2016 31 Oct 2016 31 Oct 2015

pence per share pence per share pence per share pence per share

UK Equity Income Fund - continued

Third Quarter Distribution

Share Class AGroup 1 2.8090 - 2.8090 2.6127Group 2 0.6829 2.1261 2.8090 2.6127

Share Class BGroup 1 0.2966 - 0.2966 0.2774Group 2 0.0441 0.2525 0.2966 0.2774

Share Class CGroup 1 0.8691 - 0.8691 0.7835Group 2 0.2977 0.5714 0.8691 0.7835

Share Class DGroup 1 0.5967 - 0.5967 0.5537Group 2 0.1224 0.4743 0.5967 0.5537

Share Class EGroup 1 0.2907 - 0.2907 0.2726Group 2 0.0730 0.2177 0.2907 0.2726

Share Class FGroup 1 0.4146 - 0.4146 0.3718Group 2 0.1450 0.2696 0.4146 0.3718

Share Class GGroup 1 0.4223 - 0.4223 0.3779Group 2 0.1343 0.2880 0.4223 0.3779

Share Class IGroup 1 3.0032 - 3.0032 2.7886Group 2 0.9482 2.0550 3.0032 2.7886

Share Class SW1*Group 1 - - - 1.0733Group 2 - - - 1.0733

Share Class SW3*Group 1 - - - 0.8275Group 2 - - - 0.8275

*Share class closed on 26 May 2016.

The above distributions for share classes A, B, D, E and I were paid on or before 31 December 2016.The above distributions for share classes C, F and G were accumulated to the capital of the Fund on or before 31 December 2016.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

Group 1: Shares purchased prior to 1 August 2016Group 2: Shares purchased between 1 August 2016 and 31 October 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

140

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2015

pence per share pence per share pence per share pence per share

UK Equity Income Fund - continued

Interim Distribution

Share Class AGroup 1 2.2935 - 2.2935 1.8258Group 2 0.2123 2.0812 2.2935 1.8258

Share Class BGroup 1 0.2425 - 0.2425 0.1939Group 2 0.0115 0.2310 0.2425 0.1939

Share Class CGroup 1 0.7028 - 0.7028 0.5411Group 2 0.2592 0.4436 0.7028 0.5411

Share Class DGroup 1 0.4875 - 0.4875 0.3916Group 2 0.1089 0.3786 0.4875 0.3916

Share Class EGroup 1 0.2379 - 0.2379 0.1907Group 2 0.1000 0.1379 0.2379 0.1907

Share Class FGroup 1 0.3359 - 0.3359 0.2582Group 2 0.1191 0.2168 0.3359 0.2582

Share Class GGroup 1 0.3420 - 0.3420 0.2621Group 2 0.1613 0.1807 0.3420 0.2621

Share Class IGroup 1 2.4513 - 2.4513 1.9463Group 2 0.3409 2.1104 2.4513 1.9463

Share Class SW1*Group 1 - - - 0.7464Group 2 - - - 0.7464

Share Class SW3*Group 1 - - - 0.5789Group 2 - - - 0.5789

*Share class closed on 26 May 2016.

The above distributions for share classes A, B, D, E and I were paid on or before 30 September 2016.The above distributions for share classes C, F and G were accumulated to the capital of the Fund on or before 30 September 2016.

Corporate Tax (Unaudited)

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 May 2016Group 2: Shares purchased between 1 May 2016 and 31 July 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

141

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid30 Apr 2016 30 Apr 2016 30 Apr 2016 30 Apr 2015

pence per share pence per share pence per share pence per share

UK Equity Income Fund - continued

First Quarter Distribution

Share Class AGroup 1 3.7919 - 3.7919 3.8061Group 2 1.0745 2.7174 3.7919 3.8061

Share Class BGroup 1 0.4015 - 0.4015 0.4051Group 2 0.1148 0.2867 0.4015 0.4051

Share Class CGroup 1 1.1484 - 1.1484 1.1185Group 2 0.5458 0.6026 1.1484 1.1185

Share Class DGroup 1 0.8089 - 0.8089 0.8205Group 2 0.0000 0.8089 0.8089 0.8205

Share Class EGroup 1 0.3940 - 0.3940 0.3984Group 2 0.0998 0.2942 0.3940 0.3984

Share Class FGroup 1 0.5472 - 0.5472 0.5312Group 2 0.2473 0.2999 0.5472 0.5312

Share Class GGroup 1 0.5567 - 0.5567 0.5390Group 2 0.2224 0.3343 0.5567 0.5390

Share Class IGroup 1 4.0547 - 4.0547 4.0534Group 2 0.8375 3.2172 4.0547 4.0534

Share Class SW1*Group 1 1.5763 - 1.5763 1.5355Group 2 1.5763 - 1.5763 1.5355

Share Class SW3*Group 1 1.1931 - 1.1931 1.2111Group 2 1.1931 - 1.1931 1.2111

*Share class closed on 26 May 2016.

The above distributions for share classes A, B, D, E, I and SW3 were paid on or before 30 June 2016.The above distributions for share classes C, F, G and SW1 were accumulated to the capital of the Fund on or before 30 June 2016.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

Group 1: Shares purchased prior to 1 February 2016Group 2: Shares purchased between 1 February 2016 and 30 April 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

142

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation payable paid31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2016

pence per share pence per share pence per share pence per share

UK FTSE 100 Index Tracking Fund

Final Distribution

Share Class AGroup 1 1.2528 - 1.2528 1.1916Group 2 0.4366 0.8162 1.2528 1.1916

Share Class BGroup 1 0.4128 - 0.4128 0.3873Group 2 0.0802 0.3326 0.4128 0.3873

Share Class CGroup 1 0.5922 - 0.5922 0.5582Group 2 0.0278 0.5644 0.5922 0.5582

Share Class DGroup 1 0.5237 - 0.5237 0.4912Group 2 0.0996 0.4241 0.5237 0.4912

Share Class FGroup 1 0.4023 - 0.4023 0.3722Group 2 0.0000 0.4023 0.4023 0.3722

Share Class IGroup 1 1.4833 - 1.4833 1.3948Group 2 0.3629 1.1204 1.4833 1.3948

The above distributions for share classes A and I are payable on or before 31 March 2017.The above distributions for share classes B, C, D and F will be accumulated to the capital of the Fund on or before 31 March 2017.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 August 2016Group 2: Shares purchased between 1 August 2016 and 31 January 2017

100.00% of the dividend together with the tax credit is received as franked investment income.

143

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2015

pence per share pence per share pence per share pence per share

UK FTSE 100 Index Tracking Fund - continued

Interim Distribution

Share Class AGroup 1 1.7135 - 1.7135 1.5953Group 2 0.8489 0.8646 1.7135 1.5953

Share Class BGroup 1 0.5996 - 0.5996 0.5286Group 2 0.2230 0.3766 0.5996 0.5286

Share Class CGroup 1 0.8669 - 0.8669 0.7622Group 2 0.2728 0.5941 0.8669 0.7622

Share Class DGroup 1 0.7603 - 0.7603 0.6704Group 2 0.2946 0.4657 0.7603 0.6704

Share Class FGroup 1 0.5765 - 0.5765 0.5105Group 2 0.1575 0.4190 0.5765 0.5105

Share Class IGroup 1 1.9161 - 1.9161 1.8202Group 2 0.5492 1.3669 1.9161 1.8202

The above distributions for share classes A and I were paid on or before 30 September 2016.The above distributions for share classes B, C, D and F were accumulated to the capital of the Fund on or before 30 September 2016.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 February 2016Group 2: Shares purchased between 1 February 2016 and 31 July 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

144

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation payable paid31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2016

pence per share pence per share pence per share pence per share

UK FTSE All-Share Index Tracking Fund

Final Distribution

Share Class AGroup 1 0.8587 - 0.8587 0.8082Group 2 0.3620 0.4967 0.8587 0.8082

Share Class CGroup 1 0.6549 - 0.6549 0.6047Group 2 0.1568 0.4981 0.6549 0.6047

Share Class FGroup 1 0.4042 - 0.4042 0.3739Group 2 0.0943 0.3099 0.4042 0.3739

Share Class GGroup 1 0.4072 - 0.4072 0.3664Group 2 0.0763 0.3309 0.4072 0.3664

Share Class IGroup 1 1.0135 - 1.0135 0.9492Group 2 0.3292 0.6843 1.0135 0.9492

The above distributions for share classes A and I are payable on or before 31 March 2017.The above distributions for share classes C, F and G will be accumulated to the capital of the Fund on or before 31 March 2017.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 August 2016Group 2: Shares purchased between 1 August 2016 and 31 January 2017

100.00% of the dividend together with the tax credit is received as franked investment income.

145

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2015

pence per share pence per share pence per share pence per share

UK FTSE All-Share Index Tracking Fund - continued

Interim Distribution

Share Class AGroup 1 1.1672 - 1.1672 1.1044Group 2 0.5703 0.5969 1.1672 1.1044

Share Class CGroup 1 0.9469 - 0.9469 0.8497Group 2 0.3869 0.5600 0.9469 0.8497

Share Class FGroup 1 0.5841 - 0.5841 0.5249Group 2 0.2363 0.3478 0.5841 0.5249

Share Class GGroup 1 0.5891 - 0.5891 0.5301Group 2 0.2132 0.3759 0.5891 0.5301

Share Class IGroup 1 1.3042 - 1.3042 1.2576Group 2 0.7360 0.5682 1.3042 1.2576

The above distributions for share classes A and I were paid on or before 30 September 2016.The above distributions for share classes C, F and G were accumulated to the capital of the Fund on or before 30 September 2016.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 February 2016Group 2: Shares purchased between 1 February 2016 and 31 July 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

146

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation payable paid31 Jan 2017 31 Jan 2017 31 Jan 2017 31 Jan 2016

pence per share pence per share pence per share pence per share

UK Growth Fund

Final Distribution

Share Class AGroup 1 3.4433 - 3.4433 3.4972Group 2 1.5319 1.9114 3.4433 3.4972

Share Class BGroup 1 1.0390 - 1.0390 1.0207Group 2 0.2838 0.7552 1.0390 1.0207

Share Class CGroup 1 0.9662 - 0.9662 0.5533Group 2 0.1935 0.7727 0.9662 0.5533

Share Class FGroup 1 0.3197 - 0.3197 0.3323Group 2 0.0614 0.2583 0.3197 0.3323

Share Class GGroup 1 0.3741 - 0.3741 0.3766Group 2 0.0738 0.3003 0.3741 0.3766

Share Class IGroup 1 4.1108 - 4.1108 4.1051Group 2 1.7234 2.3874 4.1108 4.1051

Share Class SW1*Group 1 - - - 1.1614Group 2 - - - 1.1614

* Share class closed on 26 May 2016.

The above distributions for share classes A and I are payable on or before 31 March 2017.The above distributions for share classes B, C, G and F will be accumulated to the capital of the Fund on or before 31 March 2017.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 August 2016Group 2: Shares purchased between 1 August 2016 and 31 January 2017

100.00% of the dividend together with the tax credit is received as franked investment income.

147

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Distribution tables (continued)

Distribution DistributionNet revenue Equalisation paid paid31 Jul 2016 31 Jul 2016 31 Jul 2016 31 Jul 2015

pence per share pence per share pence per share pence per share

UK Growth Fund - continued

Interim Distribution

Share Class AGroup 1 5.2109 - 5.2109 4.9010Group 2 2.4885 2.7224 5.2109 4.9010

Share Class BGroup 1 1.5435 - 1.5435 1.4043Group 2 0.6284 0.9151 1.5435 1.4043

Share Class CGroup 1 0.9887 - 0.9887 0.8622Group 2 0.3987 0.5900 0.9887 0.8622

Share Class FGroup 1 0.5627 - 0.5627 0.4978Group 2 0.2230 0.3397 0.5627 0.4978

Share Class GGroup 1 0.6159 - 0.6159 0.5522Group 2 0.1344 0.4815 0.6159 0.5522

Share Class IGroup 1 5.8055 - 5.8055 5.5549Group 2 3.2741 2.5314 5.8055 5.5549

Share Class SW1*Group 1 - - - 1.6914Group 2 - - - 1.6914

* Share class closed on 26 May 2016.

The above distributions for share classes A and I were paid on or before 30 September 2016.The above distributions for share classes B, C, G and F were accumulated to the capital of the Fund on or before 30 September 2016.

Corporate Tax (Unaudited)

A shareholder liable to corporation tax receives this distribution, excluding equalisation, as follows:

0.00% of the dividend is received as an annual payment (foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. It is treated as foreign income in the hands of the corporate investor and is liable to corporation tax. The associated deemed tax is treatedas foreign tax in the hands of the investor, who may be able to claim double tax relief. Investors cannot reclaim any of this deemed tax on the foreignelement from HM Revenue & Customs.

0.00% of the dividend is received as an annual payment (non foreign element) received after the deduction of income tax at the lower rate and is liable tocorporation tax. The tax deemed to be deducted is treated as income tax.

Group 1: Shares purchased prior to 1 February 2016Group 2: Shares purchased between 1 February 2016 and 31 July 2016

100.00% of the dividend together with the tax credit is received as franked investment income.

148

HBOS UK Investment Funds ICVCAnnual Report and Financial Statementsfor the year ended 31 January 2017

Additional Information

Investment Adviser*

* Authorised and regulated by the Financial Conduct Authority.

Aberdeen Asset Investments LimitedBow Bells House1 Bread StreetLondonEC4M 9HH

€ - Investment Adviser*

Authorised Corporate Director (ACD) and Registrar* Depositary*HBOS Investment Fund Managers LimitedTrinity RoadHalifaxWest Yorkshire HX1 2RG

Regulatory Body Independent AuditorsThe Financial Conduct Authority25 The North ColonnadeCanary WharfLondon E14 5HS

PricewaterhouseCoopers LLPLevel 4Atria One 144 Morrison Street Edinburgh EH3 8EX

State Street Trustees LimitedRegistered Office:20 Churchill PlaceCanary WharfLondonE14 5HJ

Correspondence Address:525 Ferry RoadEdinburghEH5 2AW

Address of Register of Shareholders

15 Dalkeith RoadEdinburghEH16 5WL

Trinity RoadHalifaxWest Yorkshire HX1 2RG

The CompanyHBOS UK Investment Funds ICVC HBOS Investment Fund Managers Limited

This Report and Financial Statements should not be regarded as an offer to sell or an invitation to buy investment products.

The Prospectus and the Instrument of Incorporation of the Company are available from the ACD upon request.

The value of an investment and the revenue from it may go up and down and you may get back less than invested.

Past performance is not a guide to future performance.

HBOS UK Investment Funds ICVC is an Open-Ended Investment Company with variable capital and the Shareholders are not liable for the debts of theCompany.

In the future there may be other Funds launched.

Where applicable, Scottish Widows Share Classes 1 and 3 are referenced as SW1 and SW3.

149

HBOS Investment Fund Managers Limited (Registered in England No. 941082). Registered Office: Trinity Road, Halifax, West Yorkshire HX1 2RG. Authorised and regulated by the Financial Conduct Authority.

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