PRIMO QIAIF PLATFORM ICAV

Transcription

1 PRIMO QIAIF PLATFORM ICAV (An Irish collective asset-management vehicle with variable capital constituted as an umbrella fund with segregated liability between sub-funds and authorised by the Central Bank pursuant to the Act and the AIFMD Regulations) PROSPECTUS ALTERNATIVE INVESTMENT FUND MANAGER Carne Global Fund Managers (Ireland) Limited DATED 16 JUNE 2016 If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser. i

2 IMPORTANT INFORMATION THIS PROSPECTUS The Directors of Primo QIAIF Platform ICAV (the "ICAV ) whose names appear at page iv accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. This Prospectus may only be issued with one or more Relevant Supplements each containing information relating to different Classes comprising a Fund. A separate Relevant Supplement will be issued in respect of each new Fund in the ICAV. The Prospectus and each Relevant Supplement should be read and construed as one document. This Prospectus may be translated into other languages and such translations shall contain only the same information as this Prospectus. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the law of Ireland. INVESTOR RESPONSIBILITY Prospective investors should review the Prospectus carefully and in its entirety and consult with their stockbroker, bank manager, solicitor, accountant or other financial adviser in relation to (i) the legal requirements within their own countries for the purchase, holding, exchange, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchange, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisers if they have any doubts regarding the contents of this Prospectus. Shares will be offered only to investors who are Qualifying Investors, as defined herein, and, in the case of U.S. Persons, investors who also qualify as accredited investors under Regulation D of the U.S. Securities Act of 1933, as amended. A Qualifying Investor must certify in writing to the ICAV that the Qualifying Investor meets the criteria, is aware of the risk involved in the proposed investment and of the fact that inherent in such investments is the potential to lose all of the sums invested. The requirements of being an accredited investor are described in the Application Form accompanying this Prospectus. The ICAV may waive any suitability requirement with respect to one or more investors when such waiver is permitted by applicable law and not inconsistent with the interests of the ICAV. AUTHORISATION BY THE CENTRAL BANK This Prospectus comprises information relating to the ICAV, an Irish collective assetmanagement vehicle constituted as an umbrella fund with segregated liability between subfunds in Ireland with registered number C The ICAV is authorised and regulated by the Central Bank as a qualifying investor alternative investment fund ("QIAIF") pursuant to the AIFMD Regulations to market its Shares solely to Qualifying Investors (as defined above which includes Professional Investors within the meaning of AIFMD in EU Member States pursuant to Article 31 and Article 32 of the AIFMD Regulations). Authorisation by the Central Bank does not constitute a warranty by the Central Bank as to the creditworthiness or financial standing of the various parties to the ICAV and the Central Bank shall not be liable by virtue of that authorisation or by reason of its exercise of the functions conferred on it by the Act for any default of the ICAV. Authorisation of the ICAV by the Central Bank is not an endorsement or guarantee of the ICAV by the Central Bank nor is the Central Bank responsible for the contents of the Prospectus. ii

3 As the minimum initial subscription to the ICAV (with the exception of subscriptions from Knowledgeable Investors) will always equal or exceed EUR 100,000 (or its foreign currency equivalent) and as the ICAV will market its shares solely to Qualifying Investors (as defined below) the ICAV qualifies as a qualifying investor scheme for the purposes of the Central Bank s notices. Accordingly, while the ICAV is authorised by the Central Bank, the Central Bank has not set any limits or other restrictions on the investment objectives, the investment policies or on the degree of leverage which may be employed in respect of the ICAV, nor has the Central Bank reviewed this Prospectus. The difference at any one time between the sale and repurchase price of Shares in the ICAV means that the investment should be viewed as medium to long term as per the terms of the Relevant Supplement. DISTRIBUTION AND SELLING RESTRICTIONS The distribution of this Prospectus and any Relevant Supplement and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus, any Relevant Supplement or the accompanying Application Form in any such jurisdiction may treat this Prospectus, any Relevant Supplement or such Application Form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such Application Form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such Application Form could lawfully be used without compliance with any registration or other legal requirements. The Shares have not been and will not be registered under the Securities Act of 1933 of the United States of America (as amended) (the 1933 Act ) or the securities laws of any of the States of the United States. Except with respect to permitted U.S. Persons (as defined herein) the Shares may not be offered, sold or delivered directly or indirectly in the United States of America, its territories or possessions or in any State or the District of Columbia (the United States ) or to or for the account or benefit of any U.S. Person (as defined herein). In reliance on the private placement exemption from the registration requirements of the 1933 Act provided by Section 4(2) of the 1933 Act and Regulation D thereunder, the ICAV may arrange or permit the private sale of Shares to a limited number (being not more than 100) of accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act) in the United States under restrictions and other circumstances designed to preclude a distribution that would otherwise require registration of the Shares under the 1933 Act. Any resales or transfers of the Shares in the United States or to U.S. Persons may constitute a violation of U.S. law and requires the prior written consent of the ICAV. Applicants for Shares will be required to certify whether they are a U.S. Person. The ICAV will not be registered under the United States Investment Company Act of 1940 (the Investment Company Act ) since it will limit to not more than 100 the number of beneficial owners of its securities that are U.S. Persons. The Directors will not knowingly permit the number of Shareholders who are U.S. Persons to exceed 100. To ensure this limit is maintained the Directors may require the mandatory repurchase of Shares beneficially owned by U.S. Persons. RELIANCE ON THIS PROSPECTUS Shares in the ICAV are offered only on the basis of the information contained in this Prospectus and, as appropriate, after publication of the latest audited annual accounts of the ICAV/relevant Funds. Any further information or representations given or made by any dealer, broker or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representations in connection with the offering of Shares in the ICAV other than those contained in this Prospectus and in any subsequent annual report for the ICAV and, if given or made, such information or representations must not be relied on as having been authorised by the ICAV, the Directors, the Administrator or the Depositary. Statements in this Prospectus are based on the law and practice currently in force in Ireland at the date hereof and are subject to change. Neither the delivery of this Prospectus nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the ICAV have not changed since the date hereof. iii

4 DIRECTORY PRIMO QIAIF PLATFORM ICAV ICAV and Registered Address: Primo QIAIF Platform ICAV 2nd Floor Block E Iveagh Court Harcourt Road Dublin 2 Ireland Directors of the ICAV, whose business address is that of the ICAV are: Michael McInerney Sarah Murphy Elizabeth Beazley Syl O'Byrne AIFM: Carne Global Fund Managers (Ireland) Limited 2nd Floor Block E Iveagh Court Harcourt Road Dublin 2 Ireland Secretary: Carne Global Financial Services Limited 2nd Floor Block E Iveagh Court Harcourt Road Dublin 2 Ireland Depositary: BNP Paribas Securities Services, Dublin Branch Trinity Point Leinster Street South Dublin 2 Ireland Administrator: BNP Paribas Fund Administration Services (Ireland) Limited Trinity Point Leinster Street South Dublin 2 Ireland Distributor: As disclosed in the Relevant Supplement as applicable. Auditors: Deloitte Earlsfort Terrace Dublin 2 Ireland Legal Advisors as to matters of Irish Law: Walkers Ireland The Anchorage Sir John Rogerson s Quay Dublin 2 Ireland iv

5 INDEX SECTION PAGE IMPORTANT INFORMATION... II DIRECTORY... IV INVESTMENT OBJECTIVE AND POLICIES... 1 BORROWING AND LEVERAGE POLICY... 2 INVESTMENT RESTRICTIONS... 4 DIVIDEND / DISTRIBUTION POLICY... 5 THE ICAV... 6 THE INVESTMENT MANAGER THE ADMINISTRATOR THE DEPOSITARY FEES AND EXPENSES ANTI-MONEY LAUNDERING PROCEDURES INVESTMENT RISKS DETERMINATION AND PUBLICATION AND TEMPORARY SUSPENSION OF NET ASSET VALUE SUBSCRIPTIONS REDEMPTION, TRANSFERS AND EXCHANGE OF SHARES COMPULSORY REDEMPTION SIDE POCKET CLASSES TERMINATION OF THE ICAV OR A CLASS OR A FUND TAXATION GENERAL SEGREGATION OF ASSETS AND LIABILITIES APPENDIX I DEFINITIONS APPENDIX II DEFINITION OF U.S. PERSON v

6 INVESTMENT OBJECTIVE AND POLICIES INVESTMENT OBJECTIVE AND POLICIES The ICAV has been established as an umbrella fund with the aim of collective investment of funds in property and giving members of the ICAV the benefit of the results of the management of its funds. The ICAV will establish separate Funds (as defined in Appendix I) each of which will have their own investment objectives, details of which will be contained in the Relevant Supplement issued by each Fund. The ICAV intends to offer a range of Funds to allow investors to choose between different strategies and returns. A separate portfolio of assets will be maintained for each Fund and will be invested in accordance with the investment objective applicable to such Fund. The creation of any Fund will require the prior approval of the Central Bank. The investment objective and policies for each Fund and all other relevant details in relation to such Fund will be formulated by the Directors at the time of creation of such Fund and set out in the Relevant Supplement which should be read in conjunction with and construed as supplemental to this Prospectus. The Relevant Supplement will include information relating to particular investment considerations applying to that Fund, a description of the types of assets in which each Fund may invest, the techniques it may employ and any associated risk factors, the currency in which the relevant Shares are denominated, the distribution policy for that Fund and details regarding subscription and the redemption procedures and applicable fees and expenses. The Base Currency of each Fund will be specified in the Relevant Supplement. The assets of each Fund will be invested in accordance with the restrictions and limits set out in this Prospectus and such additional investment restrictions, if any, as may be adopted by the Directors and/or the AIFM from time to time and set out in the Relevant Supplement. The Directors and / or the AIFM, are empowered to borrow monies from time to time to supplement the assets of the ICAV. While the Instrument does not contain any limits on borrowing, the leverage and borrowing restrictions applicable to each Fund, will be specified in the Relevant Supplement. The Relevant Supplement will include information relating to any particular borrowing policy of a Fund and the degree to which each Fund may employ leverage. From time to time, and subject to any restrictions in the Prospectus, the ICAV may elect to employ investment techniques and instruments for efficient portfolio management of the assets of the ICAV and, in particular, the ICAV may, for speculative purposes and for the purpose of hedging (whether against currency, exchange or interest rate risks or otherwise), purchase or sell foreign exchange put options and call options, spot contracts, forward contracts and financial futures and other derivative instruments. The ICAV may also enter into sale and repurchase agreements or similar collateralised and uncollateralised agreements financing tools. Where a Fund (the "Investing Fund") invests in the Shares of other Funds (each a "Receiving Fund"), the rate of the annual AIFM fee and Investment Manager fee (if applicable) which investors in the Investing Fund are charged in respect of that portion of the Investing Fund's assets invested in the Receiving Fund(s) (whether such fee is paid directly at the Investing Fund level, indirectly at the level of the Receiving Funds or a combination of both) may not exceed the rate of the maximum annual AIFM fee and Investment Manager fee (as applicable) which investors in the Investing Fund may be charged in respect of the balance of the Investing Fund's assets, such that there shall be no double charging of the annual AIFM fee and Investment Manager fee (as applicable) to the Investing Fund as a result of its investments in the Receiving Fund. The Fund shall only invest in units of an investment fund managed by its management company or AIFM or by an associated or related company where the management company of the investment fund or AIFM in which the investment is being made has waived the preliminary/initial/redemption charge which it would normally charge. 1

7 SUBSIDIARIES Each Fund may establish one or more Subsidiaries for the purposes of holding Investments. Any such Subsidiary will be established in accordance with the requirements of the Central Bank. The names of any Subsidiaries will be disclosed in the annual report of the relevant Fund or the ICAV. CHANGE IN INVESTMENT OBJECTIVES OR POLICIES The Directors will not change the investment objective of a Fund or materially change the investment policies of a Fund at any time without, in the case of an open-ended fund or an open-ended fund with limited liquidity, the approval of an ordinary resolution of the Shareholders of the relevant Fund. In the event of any change of investment objective and/or a material change in investment policy a notification period must be provided by the ICAV to enable Shareholders to redeem their Shares prior to the implementation of these changes. In the case of changes to the investment objective, changes to the duration, or material changes to the investment policies of any Fund which is closed-ended, where there is no opportunity for Shareholders to redeem or otherwise exit the closed-ended Fund, the change may not be effected without prior approval of at least 75% of votes cast at a meeting of the Shareholders of that Fund. If there is an opportunity for Shareholders to redeem or otherwise exit the closed-ended Fund, the change may not be effected without prior approval of at least 50% of votes cast at a meeting of the Shareholders of that Fund. Where a closed-ended Fund makes a non-material change to the investment policy of the Fund, it shall notify Shareholders of these changes. Notification can be provided by means of appropriate disclosure in the next annual report of the ICAV in respect of the relevant Fund. BORROWING AND LEVERAGE POLICY Under the Instrument, the ICAV is empowered to exercise all of the borrowing powers of the ICAV, subject to any limitations under the Act, and to charge the assets of the ICAV as security for any such borrowings. Leverage may be employed by the Funds at the discretion of the Directors and/or the AIFM. As the ICAV is a qualifying investor alternative investment fund, for the purposes of the AIF Rulebook, the Central Bank has not imposed any limit on the degree to which the Fund may be leveraged. The leverage and borrowing restrictions applicable to each Fund, as determined by the Directors and/or the AIFM, as well as sources of leverage will be specified in the Relevant Supplement. For the purposes of this Prospectus, leverage is defined as any method by which the exposure of the relevant Fund is increased, whether through borrowing of cash or securities, leverage embedded in financial derivative instruments, the use of repurchase or reverse repurchase agreements or securities lending, or by any other means. Leverage is monitored by the AIFM on a frequent basis and shall be, calculated in accordance with the gross method and also calculated in accordance with the commitment method. The gross method gives the overall exposure of each Fund whereas the commitment method gives information on the hedging and netting techniques used by each Fund. The Relevant Supplements also describe for each Fund, where applicable, the types and sources of leverage permitted and the associated risks, any restrictions on the use of leverage and any collateral and asset reuse arrangements, and the maximum level of leverage which may be employed in managing each Fund. Shareholders in each fund will be periodically informed of any change to the maximum level of leverage at sub-fund level, where applicable as well as details of any right of reuse of collateral or any guarantee granted under the leveraging arrangements and the total amount of leverage employed by each Fund. 2

8 Leverage creates additional risks for each Fund, as further described in each Supplement. COLLATERAL AND ASSET RE-USE ARRANGEMENTS Details of any collateral and asset re-use arrangements of a Fund will be detailed in the Relevant Supplement of that Fund. Any charges to any right of re-use of collateral will be disclosed to Shareholders in accordance with the AIFMD Regulations. 3

9 INVESTMENT RESTRICTIONS As the minimum initial subscription to the ICAV (with the exception of subscriptions from Knowledgeable Investors) will not be less than 100,000, or the foreign currency equivalent thereof, the ICAV qualifies as a qualifying investment scheme for the purposes of the AIF Rulebook. Accordingly, while the ICAV is authorised by the Central Bank, the Central Bank has not set any limits or other restrictions on the investment and borrowing restrictions which may be employed by the ICAV. The Directors and/or the AIFM may at their absolute discretion from time to time impose such further investment restrictions as shall be compatible with or in the interest of the Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. The investment restrictions are set out in the Relevant Supplement and are deemed to apply at the time of purchase of the investments. If such limits are exceeded for reasons beyond the control of the ICAV, or as a result of the exercise of subscription rights, the ICAV must adopt, as a priority objective, the remedying of the situation, taking due account of the interests of Shareholders. Unless otherwise set out in the Relevant Supplement and in accordance with the Central Bank's requirements, neither the Funds nor the AIFM will seek to take legal or management control of the issuer or any of its Investments. The investment restrictions for each Fund will be set out in the Relevant Supplements. 4

10 DIVIDEND / DISTRIBUTION POLICY The Instrument empowers the Directors to declare dividends in respect of any Shares out of net income (including dividend and interest income) and the excess of realised and unrealised capital gains over realised and unrealised losses in respect of investments of the Fund. At the discretion of the Directors, dividends may be paid in a currency other than the currency of denomination of the relevant Class at the exchange rate applicable on the relevant distribution date. Any dividend unclaimed after a period of 6 years from the date of declaration of such dividend shall be forfeited and shall revert to the Fund. The dividend / distribution policy in respect of any Fund, together with details of method of payment of dividends and frequency of payments, will be specified in the Relevant Supplement. 5

11 THE ICAV The ICAV is an umbrella scheme with segregated liability between its sub-funds registered as an Irish collective asset-management vehicle on 25 th May 2016 with registered number C and is authorised by the Central Bank pursuant to the Act and as a "Qualifying Investor" AIF pursuant to the AIFMD Regulations. As the ICAV has been established as an umbrella fund, different Funds may be created as open-ended, open-ended with limited liquidity or closed-ended from time to time by the Directors with the prior approval of the Central Bank. Each Fund will be represented by one or more different Classes and will be invested in accordance with the investment objective and policies applicable to each Fund. Pools of assets in underlying individual Funds may not be co-mingled or considered to be co-mingled in fact or intent when considering the assets of the ICAV as a whole. As the ICAV is availing of the provisions of the Act, it is intended that the ICAV will not be liable as a whole to third parties for the liabilities for each Fund. However, investors should note the risk factor under Investment Risks - Umbrella Structure of the ICAV below. As at the date of this Prospectus, the ICAV has established one initial Fund, the Landy AlphaProtect Fund. This Prospectus may only be issued with one or more Supplements, each containing information relating to a separate Fund. If there are different Classes of Shares representing a Fund, details relating to the separate Classes may be dealt with in the same Supplement or in separate Supplements for each Class. The creation of further Classes of Shares will be effected in accordance with the requirements of the Central Bank. This Prospectus and the Relevant Supplement should be read and constituted as one document. To the extent that there is any inconsistency between this Prospectus and the Relevant Supplement, the Relevant Supplement shall prevail. Subscriptions for Shares will only be considered on the basis of this Prospectus (and any Relevant Supplement as defined herein) and the latest published annual report ICAV in respect of the relevant Fund and audited financial statements of the ICAV in respect of the relevant Fund. This report will form part of this Prospectus. The Shares of each Class allocated to a Fund will rank pari passu with each other in all respects except as to all or any of the following or as the ICAV may otherwise determine in accordance with the requirements of the Central Bank which requires uniform treatment of Shareholders within the same Class: (a) (b) (c) (d) (e) (f) currency of denomination of the Shares Class; distribution policy; hedging policy; the level of fees and expenses to be charged; subscription / redemption procedures; and the minimum subscription, minimum redemption and minimum investment limits applicable. The ICAV may, where disclosed in the Relevant Supplement, choose to allocate assets (including without limitation financial derivative instruments) to individual Classes or have different dealing procedures in accordance with the Central Bank's requirements. The assets of each Fund (or Class where relevant) will be separate from one another and will be invested in accordance with the investment objectives and policies applicable to each such Fund. The Base Currency of each Fund and each Shares Class will be determined by the ICAV and will be set out in the Relevant Supplement. On the introduction of any new Fund or creation of a new Class in an existing Fund, documentation will be prepared setting out the relevant details of each such Fund or Shares Class. 6

12 Upon the establishment of any further Funds, details of all existing Funds will be set out in the Prospectus or the Relevant Supplement. Investors may deal in the Shares by subscribing for and/or having their Shares redeemed in accordance with the terms of the Prospectus and the Relevant Supplement. Shares are being marketed solely to Qualifying Investors who (except for Knowledgeable Investors) must invest not less than 100,000 in the ICAV (or the foreign currency equivalent) or such other minimum level set by the Central Bank from time to time. The Directors may receive a fee of up to 50,000. The remuneration policy (together with compliance herewith) will be subject to an annual central and independent internal review by the board of directors of the AIFM. The Board are responsible for managing the business affairs of the ICAV. Under the Instrument, the Directors have delegated management of the ICAV to the AIFM who in turn has delegated the day-today portfolio each Fund to the Investment Managers and administration of the ICAV s affairs (including the calculation of the Net Asset Value and the Net Asset Value per Share, Shareholder registration and transfer agency services and related services) to the Administrator. The Directors are listed below with their principal occupations. None of the Directors has entered into a service contract with the ICAV nor is any such contract proposed. The Directors have each entered into a letter of engagement with the ICAV. The ICAV has granted indemnities to the Directors in respect of any loss or damages which they may suffer save where this results from the Directors negligence, default, breach of duty or breach of trust. The Instrument does not stipulate a retirement age for Directors and do not provide for retirement of Directors by rotation. The address of the Directors is the registered office of the ICAV. The ICAV Secretary is Carne Global Financial Services Limited whose registered office is at 2 nd Floor, Block E Iveagh Court, Harcourt Road, Dublin 2, Ireland. The directors of the ICAV are: Michael McInerney (Irish) Michael McInerney is engaged principally as a non-executive director and holds directorships in Irish MiFiD, Insurance and Fund regulated entities. In 2015 he retired as CEO and executive director of Santander Financial Products plc, a MiFID authorised structured derivatives business, which he joined at its launch in During that period he also served as non-executive director of various Santander boards in Ireland, including insurance entities and funds. Prior to 1994 he worked principally as taxation adviser with Arthur Andersen Dublin and KPMG Dublin. He is a Fellow of the Institute of Chartered Accountants in Ireland and a graduate of University College Galway. Sarah Murphy (Irish) Sarah is an experienced governance professional acting as a fund director and a director of oversight with Carne, which specializes in governance for all types of UCITS and AIFs in addition to Management Companies. Sarah advises managers on the establishment and ongoing operations of Irish investment funds and since joining Carne, has assisted managers and fund boards navigate the Irish regulatory framework. She also has overall responsibility for delivery of Carne s company secretarial service. Prior to joining Carne, Sarah spent 13 years with BDO where she was a Senior Manager in the Corporate Services Department. This included having overall responsibility for a varied client portfolio and advising large domestic and international clients on Irish corporate governance and company law issues including advising on a wide range of corporate transactions including large scale group 7

13 reorganisations, complex international corporate structures and listings. Sarah also worked for BDO in Sydney. Sarah is a Fellow of the Institute of Chartered Secretaries and Administrators and holds a Diploma in Professional Administration from the Waterford Institute of Technology. Elizabeth Beazley (Irish) Elizabeth is an Irish fund director specialising in corporate governance, product development, financial reporting, and fund oversight for both traditional and hedge funds. She has a 14 year track record in financial services. Elizabeth has in-depth expertise in the oversight requirements for UCITS-compliant funds and acts as a conducting officer for a number of Irish fund companies. Elizabeth s expertise extends to project management, where she oversees conversions of AIFs to UCITS, dedicated UCITS launches, and efficient global financial reporting/oversight for major asset management firms. Prior to joining Carne, Elizabeth spent four years with AIB/BNY Fund Management in Ireland. Before that she worked for HSBC. She holds a Bachelor of Commerce degree from University College Cork and a Masters degree in Business Studies from the Smurfit Graduate School of Business. Elizabeth is also a member of the Association of Chartered Certified Accountants. Syl O'Byrne (Irish) Syl O Byrne is the General Counsel at Carne. He is a dual-qualified lawyer specialising in asset management and mutual funds, with particular expertise in the promotion and operation of all types of funds, including both UCITS and AIFs. He has over 17 years of legal experience advising funds domiciled in a range of jurisdictions, including the Cayman Islands, Channel Islands and Ireland. Syl was previously General Counsel with Credit Suisse Administration Services (Ireland) Limited, managing its in-house legal and compliance team. Prior to this he was a Senior Associate with the Funds Department of Maples & Calder in Dublin. Syl has also worked as an Associate with William Fry and as a manager in the legal services department with Daiwa Securities Trust & Banking Group (Europe) plc. He began his legal career with Gould & Wilkie LP (now Thompson Hine) in New York. Syl has a degree in Law & History and an LLB from University College, Galway, Ireland. He is a qualified solicitor in the Republic of Ireland and was admitted to the New York State Bar in DIRECTORS DISCLOSURES None of the Directors has any unspent convictions in relation to indictable offences, been involved in any bankruptcies, individual voluntary arrangements, receiverships, compulsory liquidations, creditors voluntary liquidations, administrations, company or partnership voluntary arrangements, any composition or arrangement with its creditors generally or any class of its creditors of any company or partnership where they were a director or partner with an executive function, nor have had any public criticisms by statutory or regulatory authorities (including recognised professional bodies) nor has any Director ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. A memorandum detailing the names of all corporate entities and partnerships of which the Directors have been a director or partner of in the past five years, together with an indication of whether or not the individual is still a director or partner, is available for inspection at the registered offices of the Secretary. 8

14 THE AIFM Carne Global Fund Managers (Ireland) Limited has been designated as AIFM to the ICAV, pursuant to the AIFM Agreement. The AIFM is a privately owned company incorporated with limited liability in Ireland on 10 November 2003 with registration number and has its registered office at 2 nd Floor Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland. The company secretary of the AIFM is Carne Global Financial Services Limited with its registered office at 2 nd Floor Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland. The AIFM was approved by the Central Bank with effect from 16 August 2013 to act as an alternative investment fund manager for QIAIFs pursuant to the AIFMD Regulations. Its principal business is acting as manager of investment funds and currently manages regulated investment funds authorised by the Central Bank. It will appoint one or more investment managers to manage the assets of each Fund. The directors of the AIFM are listed below: John Skelly Mr Skelly is a principal consultant with Carne Global Financial Services Limited ( Carne ), a leading business advisor to global asset managers. He joined Carne in April 2006 and specialises in compliance, product and operations for traditional funds and hedge funds. Mr Skelly acts as a Chairman/ Director to funds and management companies in a number of jurisdictions including Ireland and Cayman Islands. Prior to joining Carne, he was Chief Operating Officer of Carlton Capital Partners, London from 2005 to 2006 where he was responsible for developing and running its fund of hedge fund operations. Prior to this he was general manager of the Dublin Branch of BNP Paribas Securities Services from 2001 to 2005 where he set up and managed the trustee and custody business for the Dublin Branch. During this period, he was a member of the Trustee Committee of the Irish Funds Industry Association. From 1999 to 2000 he was Financial Controller of Investments for Norwich Union Insurance Group (Ireland) and from 1998 to 1999 Head of Operations at Custom House Fund Management, an alternative investment/hedge fund administrator. Previous to this, Mr Skelly was Accounting and Tax manager with Ulster Bank Investment Services Limited having trained with Deloitte in Dublin. Mr Skelly is a Fellow of the Institute of Chartered Accountants in Ireland and holds a Bachelor of Commerce degree from University College Dublin. Michael Bishop Michael was with UBS Global Asset Management (UK) Ltd ( ) holding Executive Director and then Managing Director positions and was responsible for the development and management of the UK business's range of investment funds. His areas of expertise include UK OIECs, unit trusts, unit linked funds and Irish, Cayman, Channel Islands and other investment structures. He was a director of and responsible for the launch of UBS Global Asset Management Life Ltd and UBS (Irl) plc. Michael has designed and launched products catering for all capabilities including equities, fixed income and alternative strategies. He has also been responsible for service provider appointment and management as well as holding senior accounting and managerial roles with other financial services companies including Flemings and Tyndall. He has served on a number of the Investment Management Association's committees, industry forums and consultation groups specialising in UK and international regulation, product development and taxation. Michael is a Fellow of the Chartered Association of Certified Accountants. Since retiring in 2011 he has been involved with various charities. Neil Clifford Neil Clifford is an experienced Irish-based investment professional and fund director with wide experience of the governance and operations of alternative investments at the institutional level, including infrastructure and private equity funds. He has also had experience as an equity fund manager and is a qualified risk management professional. 9

15 Neil joined Carne from Irish Life Investment Managers, where he was Head of Alternative Investments, overseeing an external hedge fund manager portfolio. He also supervised ILIM s illiquid investments in private equity and infrastructure, including acting as an independent director on a number of investee companies. He began his career with Irish Life as a sector-focused fund manager overseeing part of a 4 billion portfolio. Prior to this, Neil was a Senior Equity Analyst for Goodbody Stockbrokers in Dublin. He has also worked as an engineer with a number of leading engineering and telecoms firms in Ireland. Neil has a Bachelor of Electrical Engineering from University College Cork and a Master of Business Administration from the Smurfit School of Business, University College, Dublin. He is a Chartered Alternative Investment Analyst (CAIA) and a Financial Risk Manager (FRM Global Association of Risk Professionals). William Blackwell Mr Blackwell is a highly experienced operations and business manager with an established track record in the international pooled fund investment industry, including private placed and publicly offered funds. He has over 20 years of experience in the financial services industry. His expertise covers governance, product development and management, UCITS and other regulatory structures. Bill has been involved in the launch of many innovative fund products and has implemented highly tuned client servicing processes. Bill also brings to boards his in-depth understanding of fixed income and derivatives markets, current country registration requirements, which he developed during his time with PIMCO and JP Morgan. Prior to joining Carne, Bill worked as a Vice President, Senior Manager Product Development, Global Liquidity EMEA at JPMorgan Asset Management. Previously, he was with PIMCO, where he had responsibility for overseeing the operations and administration of the PIMCO international pooled fund product ranges. Bill holds a BA in English from Oberlin College and an MBA from the University of California, Irvine. Teddy Otto Mr Otto is a principal consultant with Carne Global Financial Services Limited, a leading business advisor to global asset managers. He specialises mainly in product development, fund establishment and risk. Before joining Carne, Mr Otto was employed by the Allianz / Dresdner Bank group in Ireland for six years. During this time he acted as Head of Fund Operations, Head of Product Management and was appointed as a director of the Irish management company for Allianz Global Investors and a range of Irish and Cayman domiciled investment companies. He had previously held senior positions in the areas of market data and custody at Deutsche International (Ireland) Limited and worked in the investment banking division of Deutsche Bank, Frankfurt. He spent over six years at Deutsche Bank group. Prior to that, he was employed with Bankgesellschaft Berlin for two years. Mr Otto holds a degree in business administration from Technische Universität Berlin. Yvonne Connolly Yvonne began her career in the funds industry in 1990 and acts as a Director for Irish management companies and funds, as well as Cayman domiciled hedge funds. She is also a conducting officer to UCITS IV management companies and self-managed variable capital companies. Yvonne is a specialist in governance, product development, compliance, financial reporting and operations. She also has experience in assisting fund managers and service providers with various aspects of operational developments, control and risk management. She is a recognised expert in back office operations and change management and regularly speaks at fund industry conferences. Prior to joining Carne Global Financial Services Limited, Yvonne was Head of Operational Development at State Street (International) Ireland (formerly Deutsche Bank), where she looked after new business take on, product development, system implementation and change management. As a member of the senior management team at State Street, Yvonne reported directly to the CEO and 10

16 was a key contributor to the overall strategy and direction of the business. Yvonne trained as a chartered accountant with KPMG, specialising in corporate taxation. She is a Fellow of the Institute of Chartered Accountants The AIFM has been designated as alternative investment fund manager to the ICAV pursuant to the AIFM Agreement and is responsible for providing or procuring the provision to the ICAV of the services of investment manager, administrator, registrar, transfer agent and distributor and to undertake certain corporate, regulatory and risk management duties for the ICAV and each of the Funds. The AIFM Agreement provides that in the absence of any gross negligence, wilful misfeasance or bad faith on its part, or on the part of any delegate, servant or agent, it shall not be liable for any loss or damage sustained or suffered by the ICAV as a result of, or in the course of, the discharge by the AIFM of its duties under the AIFM Agreement. The ICAV shall hold harmless and indemnify the AIFM, its directors, employees, delegates and agents ("AIFM Indemnified Parties") from and against all actions, proceedings, claims, damages, costs, demands and expenses including, without limitation, reasonable legal and professional expenses on a full indemnity basis (each a "Loss") which may be brought against, suffered or incurred by the AIFM Indemnified Parties in the performance of their duties under the AIFM Agreement other than due to the gross negligence, wilful misfeasance, bad faith or fraud of any of the AIFM Indemnified Parties in the performance of their obligations hereunder and in particular (but without limitation) this indemnity shall extend to (and the AIFM Indemnified Parties shall have no liability in respect of) any Loss arising as a result of any error of judgement, third party default or any loss, delay, misdelivery or error in transmission of any communication to the AIFM or its delegates (other than due to its gross negligence, wilful misfeasance, bad faith of fraud), or as a result of acting in good faith upon any forged document, signature or communication or in accordance with the advice of legal counsel, the Auditor or professional advisors, and the ICAV acknowledges that in discharging its duties and obligations under the AIFM Agreement the AIFM may, in the absence of manifest error, rely without enquiry upon all information supplied to it by the ICAV or any persons appointed by the ICAV (other than any Indemnified Person appointed by the ICAV). The AIFM Agreement shall continue in full force and effect unless terminated by any party at any time upon ninety (90) days prior written notice (provided that such termination shall not take effect until the appointment of a successor alternative investment fund manager is approved by the Central Bank) or at any time if the other party: (i) shall commit any material breach of its obligations under the AIFM Agreement and shall fail to make good such breach within 30 days of receipt of written notice from the other party or parties requiring it to do so; (ii) shall be dissolved (except a voluntary dissolution for the purposes of reconstructing or amalgamation upon terms previously approved in writing by the other parties) or be unable to pay its debts or commit any act of bankruptcy or if a receiver is appointed of any of the assets of either party; or if the AIFM has given notice to the ICAV that (in the AIFM s reasonable opinion) the AIFM is unable to ensure compliance with implementing provisions of the AIFMD Regulations for which the ICAV is responsible and such matter has not been rectified by the ICAV within 30 days of receipt of such notice to the reasonable satisfaction of the AIFM or, (iv) if the ICAV deems the termination to be in the best interests of the Shareholders. The AIFM is responsible for the performance of certain management functions (including portfolio management and risk management within the meaning of Schedule 1 of the AIFMD Regulations) in respect of the ICAV, and ensuring compliance with the AIFMD Regulations, including, without limitation, meeting with various organisational requirements and conduct of business rules, adopting and implementing a programme of activities and various policies and procedures (which address areas such as risk management, liquidity management and remuneration) and complying with ongoing capital, reporting and transparency obligations, in accordance with the terms of the AIFM Agreement. The AIFM may delegate all or any part of its investment management function, provided the AIFM notifies the ICAV and obtains prior written consent from the ICAV. The AIFM may delegate in an exclusive manner all or any part of its investment management function to the Investment Manager with the written consent of the ICAV. For the avoidance of doubt, the AIFM Agreement constitutes such written consent in respect of the proposed appointment by the AIFM of the Investment Manager to act as investment manager of the relevant Fund. The AIFM may delegate all or any part of its administration function, provided the AIFM notifies the ICAV and obtains prior written consent from the ICAV. The AIFM may delegate in an exclusive manner all or any part of its administration function to 11

17 the Administrator with the written consent of the ICAV. The AIFM may delegate all or any part of its marketing of Shares of the relevant Fund to the Investment Manager (or any other person or entity approved by the Investment Manager) with the written consent of the ICAV. The AIFM may delegate any other responsibility and function, so long as (i) it is with ICAV consent, and (ii) is consistent with the AIFMD and the AIFMD Regulations. For the avoidance of doubt, to the extent the AIFM delegates all of its power and authority with respect to a specific activity or function (which it intends to do with respect to discretionary investment management to the Investment Manager), then the AIFM shall retain no power and authority to conduct such delegated activity if and until such delegation is properly terminated. Professional Indemnity Insurance The AIFM will maintain additional own funds to cover potential professional liability risks arising from professional negligence which may result from its activities as an AIFM as required by the Central Bank. Remuneration Policies and Procedures The AIFM has established, implemented and maintains a remuneration policy which meets the requirements of, and complies with the principles set out in Schedule 2 of the AIFMD Regulations and the Remuneration Guidelines. The AIFM s remuneration policy applies to staff whose professional activities might have a material impact on the ICAV s risk profile and so covers senior management, risk takers, control functions and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers and whose professional activities have a material impact on the risk profile of the ICAV. The AIFM s remuneration policy is accordingly consistent with, and promotes, sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile of the ICAV. Consistent with the principal of proportionality referred to in Part VII of the Remuneration Guidelines the payout process requirements in the Remuneration Guidelines have been disapplied in the AIFM s remuneration policies. This disapplication has been made following assessment by the AIFM of each of the payout process requirements and takes account of specific facts applicable to the AIFM and is appropriate to the AIFM s size, internal organisation and the nature, scope and complexity of its activities. Any delegate of the AIFM must have remuneration policies and practices in place for their staff consistent with the requirements of the Remuneration Guidelines and Schedule 2 of the AIFMD Regulations. 12

18 THE INVESTMENT MANAGER Details of all investment managers appointed by the AIFM are disclosed in the Relevant Supplement. Details of all sub-investment managers appointed by the Investment Manager will be disclosed in the ICAV s periodic reports, and details of all sub-investment managers appointed where such subinvestment managers are paid directly out of the Fund's assets will be disclosed in the Relevant Supplement, in accordance with the Central Bank's requirements. If more than one sub-investment manager is appointed to a Fund, the Investment Manager shall allocate the assets of the Fund between sub-investment managers in such proportion as it shall, at its discretion, determine. The details of all sub-investment managers appointed will be provided to shareholders on request. INVESTMENT ADVISOR OR SUB-INVESTMENT MANAGER Details of any investment advisor or sub-investment manager appointed in respect of a Fund whose fees are payable from the assets of such Fund will be set out in the Relevant Supplement. Details of any other investment advisor or sub-investment manager appointed in respect of a Fund whose fees are not payable from the assets of the Fund will be provided to Shareholders on request and disclosed in the periodic reports of the ICAV of the Fund 13

19 THE ADMINISTRATOR The ICAV has appointed the Administrator to act as its administrator pursuant to the terms of an Administration Agreement. The Administrator is a private limited liability company incorporated in Ireland on 6 August 2010 under registration number , and has its registered office at Trinity Point, Leinster Street South, Dublin 2. The Administrator is authorised by the Central Bank of Ireland (the Central Bank ) to provide administration services to collective investment schemes. Its services include the calculation of the net asset value, calculation of management and performance fees, establishing and maintaining a register of Investors, carrying out the issue and redemption of Shares and, if applicable: preparation of the ICAV s financial statements, and acting as registrar and company secretary of the ICAV. The Administrator is not involved directly or indirectly with the business affairs, organisation, sponsorship or management of the ICAV and is responsible and liable only for the administration services that it provides to the ICAV pursuant to the Administration Agreement. The Administrator will not participate in any ICAV s investment decision-making process. The Administration Agreement shall continue in force until terminated by either the ICAV or the Administrator giving to the other ninety (90) days' written notice. The Agreement may however be terminated immediately without giving ninety (90) days written notice if: (a) in the event of the winding up of or the appointment of an administrator, examiner or receiver to the other or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction; or (b) if any party to the Administration Agreement shall commit any material breach of the provisions of the Administration Agreement and shall if capable of remedy not have remedied the same within 30 days after the service of notice requiring it to be remedied; or (c) if the continued performance of the Administration Agreement for any reason ceases to be lawful. The Administrator or the ICAV may immediately terminate the Administration Agreement upon notice if fraud is proven against any of the other parties. Pursuant to the terms of the Administration Agreement, the Administrator is required to exercise the level of care and diligence in the performance of its services expected of an Irish professional administrator of collective investment schemes available for hire and regulated by the Central Bank. The Administrator shall not be liable for any loss or damage of any nature whatsoever suffered by the Shareholders, the AIFM or its delegates arising out of or in connection with the performance of its obligations under the Administration Agreement except where that loss or damage results from negligence, fraud, bad faith, wilful default or recklessness on the part of the Administrator. Other than in the circumstances where the loss or damage results from fraud on the part of the Administrator, the Administrator shall not be liable for any indirect, special or consequential loss or damage howsoever arising, even if advised of the possibility of such loss or damage, out of or in connection with this Agreement. The Administration Agreement provides that the ICAV shall indemnify the Administrator, on its own behalf and on behalf of its permitted delegates, servants and agents out of the assets of the relevant Fund against all actions, proceedings and claims (including claims of any person purporting to be the beneficial owner of any part of the Investments or Shares) and against all costs, demands and expenses (for the avoidance of doubt it is agreed that taxes, regulatory fines, claims by shareholders, properly vouched legal and professional fees and expenses are agreed to be direct losses) arising out of or in connection therewith which may be brought against, directly suffered or directly incurred by the Administrator, in the performance or non-performance of its obligations and duties hereunder and from and against all taxes on profits or gains of the ICAV which may be assessed upon or become payable by the Administrator or its permitted delegates, servants or agents ("Losses") provided that such indemnity shall not apply (i) to consequential losses incurred by the Administrator and (ii) to the extent that such Losses arise from the negligence, fraud, bad faith, wilful default or recklessness of the 14