Ironbark LHP Diversified Investments Fund

Transcription

1 Supplementary Product Disclosure Statement ( SPDS ) Ironbark LHP Diversified Investments Fund Dated: 20 June 2018 ARSN: APIR: HFL0104AU Responsible Entity: Ironbark Asset Management (Fund Services) Limited ABN AFSL Level 13, 1 Margaret Street, Sydney NSW 2000 Investment Manager: Lighthouse Investment Partners, LLC Contact details Ironbark is responsible for providing client services to this Fund. If you have an enquiry or would like more information, you can speak to an Ironbark representative between 9.00 am and 5.30 pm (AEST), Monday to Friday (excluding public and bank holidays in NSW). Ironbark Client Services: Phone: client.services@ironbarkam.com Website: This SPDS, dated 20 June 2018, relates to the Ironbark LHP Diversified Investments Fund Product Disclosure Statement ( PDS ) dated 30 September This SPDS has been prepared and issued by Ironbark Asset Management (Fund Services) Limited ( Ironbark or Responsible Entity ), a wholly owned subsidiary of Ironbark Asset Management Pty Ltd ABN AFSL (collectively Ironbark ). This SPDS should be read together with the PDS. Terms defined in the PDS have the same meaning in this SPDS unless otherwise stated. The information provided in this SPDS is general information only and does not take account your personal financial situation or needs. You should not base your decision to invest in the Fund solely on the information in this SPDS. You should consider the suitability of the Fund in view of your financial position and investment objectives and needs and you may want to seek advice before making an investment decision. 1

2 Changes to the Ironbark LHP Diversified Investments Fund PDS 1. Under the heading 7. FEES AND COSTS, replace pages 18 to 20 of the PDS with the following: Did you know? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns. For example, total annual fees and costs of 2% of your account balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000). You should consider whether features such as superior investment performance or the provision of better unitholder services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial adviser. To find out more If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website ( has a managed funds fee calculator to help you check out different fee options. This SPDS shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the assets of the managed investment scheme as a whole. Taxes are set out in Section 8 of the SPDS. You should read all the information about fees and costs because it is important to understand their impact on your investment. Ironbark LHP Diversified Investments Fund Type of fee or cost 1,2,3,4 Amount How and when paid Fees when your money moves in or out of the Fund Establishment fee: The fee to open your investment. Contribution fee: The fee on each amount contributed to your investment. Nil Nil Not applicable Not applicable Withdrawal fee: The fee on each amount you take out of your investment. Exit fee: The fee to close your investment. Management costs 1,2 The fees and costs for managing your investment. Nil Nil Estimated to be % p.a. Comprising: Management fee of % p.a. 5 Expense recovery of % p.a. Estimated indirect costs of % p.a. Not applicable Not applicable Calculated and accrued daily based on the NAV of the Fund and is reflected in the unit price. It is paid monthly in arrears from the assets of the Fund. Services fees Switching fee: The fee for changing investment options. Nil Not applicable 1 It is important that you read all the fee and cost information included in the SPDS to understand their impact on your investment. 2 Unless otherwise stated, all fees quoted in this SPDS are quoted on a GST inclusive basis, net of any reduced input tax credits and includes any applicable stamp duty. 3 Service fees and transaction costs may also apply. For more detail refer to the Transaction: buy/sell spread section below. 4 The fees and costs in this table do not include fees that may be payable to your financial adviser. Refer to the Statement of Advice provided by your financial adviser in which the details of these fees are set out. 5 The management fees component of the management costs can be negotiated with Wholesale Clients as defined under the Corporations Act. Refer to 'Differential fees' section below. 2

3 Additional explanation of fees and costs Management costs The management cost of the Fund as set out in the SPDS is comprised of: the management fee and (if any) the performance fee, the expense recovery, and indirect costs in relation to the Fund ( Management Costs ). The Management Costs as at the date of this SPDS are an estimate of % p.a. of the NAV of the Fund. Management fee The management fee is a fee payable under the Constitution for the management of the Fund. The management fee is calculated and accrued daily based on the NAV of the Fund and is reflected in the unit price. It is paid monthly in arrears from the assets of the Fund. The Constitution permits a maximum management fee of 4% p.a. of the NAV of the Fund. The Responsible Entity may increase the management fee up to this maximum amount at any time subject to the Corporations Act. Expense recovery Under the Constitution, we are entitled as the Responsible Entity to be reimbursed out of the assets of the Fund for all expenses properly incurred in the operation of the Fund. These include: day to day expenses such as administration costs, custody fees, registry expenses, marketing, audit and third party service provider fees; and abnormal expenses such as expenses related to the cost of running a unit holders meeting, legal costs of any proceedings involving the Fund and terminating the Fund. The estimated expenses stated in the SPDS reflect an estimate of the day-to-day expenses of the Fund only. The actual amount of expenses may be higher or lower than the estimate. Expenses are deducted from the Fund as and when they are incurred. The estimated expense recovery does not include abnormal expenses. These abnormal costs are expected to be incurred infrequently. At the date of the SPDS, the estimated normal operating costs for the Fund (i.e. fund expenses other than abnormal costs) are % p.a. The expense recovery may also be referred to as an administration cost. Performance fee The Constitution allows the Responsible Entity to receive a performance fee, however as at the date of the SPDS, the Responsible Entity has waived its right to do so. Indirect costs In general, indirect costs are any amounts that directly or indirectly reduce the returns on the units that are paid from the income or assets of the Fund. Indirect costs are reflected in the unit price of your investment in the Fund. The indirect costs in the management cost table of the SPDS are estimates, and as at the date of the SPDS, the estimated cost is % p.a. of the NAV of the Fund (for every $50,000 you have in the Fund, you will pay an estimate of $1,220 in indirect costs each year). The indirect costs may vary from year to year, including to the extent that they rely on estimates. Included in the indirect costs are the indirect underlying management costs and indirect underlying manager performance related fees of the Underlying Funds. Indirect underlying management costs: The Investment Manager will typically charge management fees and these fees are deducted from the Underlying Funds and the impact is included as part of the Underlying Funds unit price. Indirect performance related fees: The Investment Manager of the Underlying Fund may receive performance related fees and if they apply they will reduce the unit price of the Underlying Fund. These indirect performance related fees will be an indirect cost to you. For the 12 months to June 2017, the estimated indirect performance related fee is % p.a. Transactional and operational costs The Fund may incur transactional and operational costs such as brokerage, settlement, clearing costs and derivatives entered into for hedging purposes. Transactional and operational costs incurred as a result of unit holders coming into and going out of the Fund may be recovered by way of the buy/sell spread charged to investors. Other transactional and operational costs are additional costs to unit holders that are deducted from the assets of the Fund. Such costs are recovered as they are incurred and reflected in the unit price. The transactional and operational costs are estimates and as at the date of this SPDS the estimated cost is % p.a. (for every $50,000 you have in the Fund, you will pay an estimate of $185 in transactional and operational costs each year). Transactional and operational costs may vary as the turnover in the underlying assets may change substantially as investment and market conditions change that may affect the level of transactional and operational costs not covered in the buy/sell spread. Further, there are highly variable drivers upon which such transactional and operational costs are dependent. Transaction costs: buy/sell spread The buy/sell spread reflects the estimated costs incurred in buying or selling assets of the Fund when investors invest in or withdraw from the Fund. The buy/sell spread is an additional cost to you but is incorporated into the unit price and incurred when you invest in or withdraw from the Fund and is not separately charged to you. The buy/sell spread is paid into the Fund and not paid to the Responsible Entity or Investment Manager. The estimated buy/sell spread is 0% upon entry ($0) and 0% upon exit ($0). We may vary the buy/sell spread from time to time and prior notice will not ordinarily be provided, unless it is materially adverse to investors. Updated information on the buy/sell spread will be posted on our website Bank and government charges In addition to the fees set out in this section, standard government fees, duties and bank charges may also apply to investments and withdrawals (including dishonour fees and bank charges) and may be payable by the investor. Goods and services tax All fees are shown inclusive of the net effect of Goods and Services Tax ( GST ) net of reduced input tax credit unless otherwise stated. Further information on GST is available in section 8 of the PDS. 4

4 Changes to fees The Responsible Entity may increase or decrease the fees for a number of reasons without investor consent, subject to the maximum fee amounts specified in the Constitution. Ironbark will provide investors at least 30 days prior notice of any proposed fee increase in accordance with the law. Expense recoveries may change without notice, for example, when it is necessary to protect the interests of existing investors and if permitted by law. In most circumstances the Constitution defines the maximum fees that can be charged for fees described in this SPDS. Differential fees We may negotiate different fee arrangements, such as fee rebates, waivers or reductions, with Wholesale Clients. Such arrangements would be subject to individual negotiation and compliance with the legal and regulatory requirements. Contact Ironbark for details. Example of annual fees and costs for the Fund This table gives an example of how the fees and costs for this managed investment product can affect your investment over a 1 year period. You should use this table to compare this product with other managed investment products. Example - Ironbark LHP Diversified Investments Fund 1,2 Amount Balance of $50,000 with a contribution of $5,000 during the year Contribution fees Nil For every additional $5,000 you put in you will be charged $0. PLUS management costs % p.a. And, for every $50,000 you have in the Fund you will be charged $1,866 each year. 1 2 Equals Cost of Fund Additional fees may apply. Please note that this example does not capture all the fees and costs that may apply to you such as the buy/sell spread. This example assumes that the additional $5,000 was invested at the beginning of the year. The actual management cost will depend on when the additional $5,000 is contributed. Please note that this is just an example. In practice, your investment balance will vary, as will the related management costs. If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during that year, you would be charged fees of $2,053. What it costs you will depend on the fees you negotiate. ASIC provides a fees calculator on its moneysmart website that you could use to calculate the effects of fees and costs on your investment in the Fund. Warning: Additional fees may be paid to a financial adviser if a financial adviser is consulted, refer to the Statement of Advice provided by the financial adviser in which details of the fees are set out. 2. On page 5 of the PDS, under Disclosure Principle 3: Fund structure, replace the last sentence in the right hand column with the following: Section 6 of the PDS should be reviewed to understand the risks of investing in the Fund and of the Lighthouse Fund and Section 7 of the SPDS provides information about the fees and costs of the Fund s investment in the Lighthouse Fund. 4

5 Ironbark LHP Diversified Investments Fund Product Disclosure Statement Dated : 30 September 2017 APIR : HFL0104AU ARSN : Responsible Entity : Ironbark Asset Management (Fund Services) Limited ABN AFSL Level 13, 1 Margaret Street, Sydney NSW 2000 Contents 1. THE IRONBARK LHP DIVERSIFIED INVESTMENTS FUND AT A GLANCE 2. ASIC BENCHMARKS AND DISCLOSURE PRINCIPLES 3. ABOUT IRONBARK AND LIGHTHOUSE 4. HOW THE IRONBARK LHP DIVERSIFIED INVESTMENTS FUND WORKS AND HOW WE INVEST YOUR MONEY 5. BENEFITS OF INVESTING IN THE IRONBARK LHP DIVERSIFIED INVESTMENTS FUND 6. RISKS OF INVESTING IN A MANAGED INVESTMENT SCHEME 7. FEES AND COSTS 8. HOW MANAGED INVESTMENT SCHEMES ARE TAXED 9. OTHER INFORMATION This Product Disclosure Statement ( PDS ) has been prepared and issued by Ironbark Asset Management (Fund Services) Limited ( Responsible Entity ), a wholly owned subsidiary of Ironbark Asset Management Pty Ltd ABN AFSL (collectively Ironbark ) and is a summary of the significant information relating to an investment in Ironbark LHP Diversified Investments Fund (the Fund ). Certain information in this PDS is subject to change. We will notify you of any changes that have a materially adverse impact on you or other significant events that affect the information contained in this PDS. Any updated information which is not materially adverse may be obtained online at or by calling Client Services on A paper copy of the updated information will be provided free of charge on request. You should consider the information in this PDS before making a decision about investing in the Fund. The information provided in this PDS is general information only and does not take account of your personal financial situation or needs. You should obtain financial advice tailored to your personal circumstances. The offer to which this PDS relates is only available to persons receiving the PDS in Australia or New Zealand. Contact details If you have an enquiry or would like more information about any of our Funds, you can speak to Client Services between 9.00am and 5.30pm (AEST), Monday to Friday (excluding public and bank holidays in NSW). Alternatively, visit Client Services: Phone : client.services@ironbarkam.com September 2017

6 1. THE IRONBARK LHP DIVERSIFIED INVESTMENTS FUND AT A GLANCE The Fund provides Australian and New Zealand investors with exclusive access to a portfolio of international investment managers across a broad range of investment strategies.the following table summarises key information about the Fund and refers to the pages of the PDS where you can find further information. Feature Description Page Investment objective Investment strategy Fund structure The Ironbark LHP Diversified Investments Fund ( the Fund) aims to achieve an absolute return of the RBA Cash Target Rate + 5% p.a. over a rolling 3 year to 5 year period, after taking into account fees and expenses. The Fund will aim to achieve its investment objective by targeting a total expected risk 1 of between 4 6% p.a. over the same rolling 3 year to 5 year period. The Fund aims to achieve consistent returns with a low probability of loss over a long term investment horizon. There is no guarantee that the Fund will achieve its investment objective. 1 as measured by standard deviation of returns. The Fund s strategy is to access, through the Fund s investment in the Lighthouse Multi-Strategy Fund Limited ( the Lighthouse Fund ), a portfolio of underlying investment managers ( Underlying Managers ) with low correlation to traditional markets, investing in managed accounts. The Lighthouse Fund is managed by Lighthouse Investment Partners, LLC ( Lighthouse ), who in turn selects each Underlying Manager of the Lighthouse Fund with the intention of creating a pool of investments which blend together to create a diversified portfolio designed to achieve the Lighthouse Fund s investment objective. You will hold units in the Ironbark LHP Diversified Investments Fund ( the Fund ), which is an Australian registered managed investment scheme managed by Ironbark. The Fund predominately gains its investment exposure by investing into an Australian dollar ( AUD ) denominated class of shares of the Lighthouse Fund, a Cayman Islands domiciled fund managed by Lighthouse & Investment Manager Valuation, location and custody of assets Liquidity Leverage Derivatives Short selling Withdrawals Risks The Lighthouse Fund is managed by Lighthouse. Lighthouse is a US based fund manager which specialises in absolute return fund investments. Lighthouse selects approximately core Underlying Managers to manage portions of the Lighthouse Fund s portfolio in accordance with defined investment strategies and parameters. This is done primarily through the use of managed accounts, as well as other funds managed by Lighthouse. The Fund holds shares in the Lighthouse Fund. The Lighthouse Fund is administered by an independent third party, GlobeOp Financial Services (Cayman) Limited ( GlobeOp ). The Lighthouse Fund primarily utilises a managed account structure operated by Lighthouse for the majority of its portfolio, which provides additional administration and risk management oversight of the individual securities held by the Lighthouse Fund. The Lighthouse Fund has indirect ownership of the assets within the portfolio through each managed account or holding in commingled funds. The managed account structure provides transparency to Lighthouse of all the assets held in a managed account portfolio, while an Underlying Manager is mandated to manage each managed account. The Fund is able to redeem its shares in the Lighthouse Fund at the end of each month as long as it provides the required notice to Lighthouse. The Fund does not use direct leverage or borrowings as part of its investment strategy. The Fund has the ability to undertake short-term borrowing in order to manage investor withdrawals and other payments, however this would only be utilised in exceptional circumstances. The Lighthouse Fund and Underlying Managers may incorporate leverage as part of their investment strategy. The Fund does not invest directly in derivatives, however the Underlying Managers of the Lighthouse Fund may invest in various types of derivatives as part of their overall investment strategy. Also, the Lighthouse Fund may use derivatives for the purposes of foreign exchange hedging for non U.S. dollar ( USD ) share classes. The Lighthouse Fund and Underlying Managers may borrow or lend securities as part of their investment strategies. The Fund allows withdrawals on the last day of each month (a Withdrawal Day ) with 31 days prior notice. You will generally receive your withdrawal proceeds within 3 to 6 weeks after the Withdrawal Day. Extreme market conditions can cause difficulties or delays to the Fund being able to sell its assets or requiring it to freeze withdrawals. These circumstances could result in it taking an extended period of time before you are able to withdraw your investment, or it taking longer than usual for you to receive your withdrawal proceeds. Investors should be aware that many risk factors could affect the performance of the Fund, including (but not limited to) the following risks: that financial markets may move in a manner not foreseen or predicted; the use of leverage or borrowings by the Lighthouse Fund and its Underlying Managers may amplify the impact of negative returns and therefore the risk and extent of losses; and liquidity of an investment in the Fund will be dependent upon the liquidity of the Fund s investment in the Lighthouse Fund. This in turn is impacted by the liquidity of its underlying investments. These and other risk factors discussed in Section 6, are mainly beyond our control and may not be capable of being foreseen or accurately predicted, although we seek to manage risks through our investment approach as described in Section & Ironbark LHP Diversified Investments Fund Product Disclosure Statement 02

7 Who should invest An investment in the Fund may be suitable if you: are seeking lower levels of volatility (risk) than traditional equity investments; seek exposure to a broad range of investment strategies across multiple geographical regions and industry sectors; want to diversify your investment portfolio by adding an investment with a low correlation to traditional markets, investing in managed accounts; have a medium to long term (3 5 years) investment horizon; and are comfortable that you can only withdraw your investment on Dated : 1 May 2015 a monthly basis after providing 31 days notice and that it will APIR usually take : HFL0014AU a further 3 to 6 weeks to process your withdrawal ARSN (due to the : 143 nature 533 of 466 the underlying investments). The Fund may not be suitable for you if you are seeking: access to your funds at short notice; and regular and consistent income distributions. We recommend that you read this PDS carefully and consult your financial adviser when deciding if the Fund is appropriate for your investment needs. If you have any questions, you can also contact Client Services on or by client.services@ironbarkam.com. 2. ASIC BENCHMARKS AND DISCLOSURE PRINCIPLES Hedge funds can pose more complex risks for investors than traditional managed investment schemes. This is because of their diverse investment strategies, in many cases involving the use of leverage and complex and offshore structures. The Australian Securities and Investments Commission ( ASIC ) has released benchmarks and disclosure principles to improve disclosure to assist investors make a more informed investment decision. This section of the PDS addresses the improved disclosure requirements in accordance with the ASIC Regulatory Guide 240: Hedge funds: Improving disclosure. Further information is available in Section 10 Additional Information. DISCLOSURE BENCHMARKS ASIC Benchmark BENCHMARK 1: VALUATION OF ASSETS This benchmark is intended to support investor confidence in the value of the non-exchange traded assets of the fund by addressing whether valuations of a fund s non-exchange traded assets are provided by an independent administrator or an independent valuation service provider. Summary The Fund meets this benchmark. Lighthouse has a policy in place to ensure valuations of the Lighthouse Fund and its investments will be provided by an independent external provider. Reference For additional information in relation to the valuation of assets, please refer to Section 10 Additional Information as well as page 15 of the PDS Custody and valuation of Lighthouse Fund assets. BENCHMARK 2: PERIODIC REPORTING This benchmark is aimed at ensuring that investors receive timely, basic fund investment performance information on a periodic basis to make informed investment decisions. The Fund meets this benchmark. Ironbark has implemented a policy to provide detailed periodic updates to investors on required key information in relation to the Fund and, where applicable, the Lighthouse Fund on an annual and monthly basis. For additional information in relation to periodic reporting please refer to Section 10 Additional Information as well as page 12 of the PDS Performance. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 03

8 DISCLOSURE PRINCIPLES ASIC Disclosure Principle Summary Reference DISCLOSURE PRINCIPLE 1: INVESTMENT STRATEGY This disclosure principle is intended to ensure that investors can make informed decisions about the Fund by disclosing details of the investment strategy for the Fund, including the type of strategy, how it works in practice and how risks are managed. The Fund s strategy is to access, through the Fund s investment in the Lighthouse Multi-Strategy Fund Limited ( the Lighthouse Fund ), a portfolio of underlying investment managers ( Underlying Managers ) with low correlation to traditional markets, investing primarily in managed accounts. The Fund predominately gains its investment exposure by investing into an Australian dollar ( AUD ) denominated class of shares of the Lighthouse Fund, a Cayman Islands domiciled fund managed by Lighthouse. The Lighthouse Fund s investment strategy is to select Underlying Managers who invest in various global strategies. These strategies are diversified across geographical and industry market segments. The Fund is a registered managed investment scheme that operates as a fund-of-funds. The Lighthouse Fund offers diversification by manager, geography, market capitalisation, sector and investment style through the selection of Underlying Managers who each pursue one or more different investment strategies according to their areas of expertise. This is achieved through a blend of 6 underlying investment strategies being relative value arbitrage, fixed income, market neutral equity, long/short equity, global trading and credit. Regional guidelines are included in the PDS in Section 4. Lighthouse can monitor all the assets held via the managed accounts, across applicable Underlying Managers on a daily basis. Leverage may be used to increase the amount of money available to the Lighthouse Fund for investment. Short selling may be used to expand the range of available investment opportunities and achieve returns when share prices are expected to go up and down. Derivatives may be used by the Lighthouse Fund to hedge market exposure. The Fund itself does not use borrowings or other forms of leverage for investment purposes, hold derivative instruments or engage in the short-selling of securities. All investments carry risk. Different strategies can carry different levels of risks. Key risks and how they are managed are set out in this PDS. Lighthouse may change the investment strategies, benchmarks, asset allocation ranges and processes of the Lighthouse Fund and unit holders will be notified in writing if such a change is considered to be material or would not have been reasonably expected by unit holders. For additional information in relation to the investment strategy, refer to Section 10 Additional Information, page 4 What does the Fund invest in', and pages 12 to 15 of the PDS 'What does the Lighthouse Fund invest in, and how?. Sections 5 and 6 of the PDS should be reviewed to understand the risks of investing in the Fund and key aspects of the Fund s and Lighthouse Fund s risk management strategy. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 04

9 ASIC Disclosure Principle Summary Reference DISCLOSURE PRINCIPLE 2: INVESTMENT MANAGER This disclosure principle is intended to ensure that investors have the necessary information about the people responsible for managing the Fund s investments, such as their qualifications and relevant commercial experience, and the proportion of their time devoted to the hedge fund. Lighthouse is the Investment Manager of the Lighthouse Fund. The Lighthouse investment team is overseen by the Co-Chief Investment Officers and an Investment Committee. The Investment Committee members have the relevant qualifications, commercial experience in the management of the Lighthouse Fund and dedicate the time necessary for the implementation of the Lighthouse Fund s investment strategy along with the other funds managed by Lighthouse. Lighthouse selects approximately core Underlying Managers, to manage a portion of the Lighthouse Fund s asset. Each appointed Underlying Manager must manage their allocated portfolio in accordance with agreed guidelines and restrictions to the extent such investments are made via managed accounts. Lighthouse monitors the performance of the Underlying Managers, both individually and on a combined portfolio basis. For additional information in relation to the investment manager, refer to Section 10 Additional Information and pages 12 to 15 of the PDS What does the Lighthouse Fund invest in, and how?. DISCLOSURE PRINCIPLE 3: FUND STRUCTURE This disclosure principle is intended to ensure that the investment structures involved, the relationships between the entities in the structure, fees and other costs payable to the Responsible Entity and Investment Manager, the jurisdictions involved (if these involve parties offshore), the due diligence performed on the underlying funds, and the related party relationships within the structure are explained. The Fund is an Australian registered managed investment scheme managed by Ironbark. Investors will hold units in the Ironbark LHP Diversified Investments Fund ( the Fund ). The Fund predominately gains its investment exposure by investing into an Australian dollar ( AUD ) denominated class of shares of the Lighthouse Fund, a Cayman Islands domiciled fund managed by Lighthouse. The Fund aims to be fully invested in the Lighthouse Fund, subject to holding only sufficient cash to meet Fund expenses and withdrawals. Refer to Section 4 for further information in relation to the targeted investment range for each asset class. The Fund may temporarily move outside the ranges due to certain factors such as the receipt of significant cash flows. If this occurs, action will be taken to bring the Fund back to within these ranges as soon as practicable. DISCLOSURE PRINCIPLE 4: VALUATION, LOCATION AND CUSTODY OF ASSETS For additional information on the Fund Structure, refer to Section 10 Additional Information, page 7 of the PDS About Ironbark and Lighthouse, page 11 of the PDS What does the Fund invest in?, and page 12 of the PDS What does the Lighthouse Fund invest in, and how?. Section 6 of the PDS should be reviewed to understand the risks of investing in the Fund and of the Lighthouse Fund and Section 7 of the PDS provides information about the fees and costs of the Fund s investment in the Lighthouse Fund. This disclosure principle is intended to ensure that the Responsible Entity discloses the types of assets held, where they are located, how they are valued and the custodial arrangements. Due to the nature of the investments, it takes longer for the Lighthouse Fund to finalise its valuations each month end than for traditional investments. As a result, it may take between 3 to 6 weeks in some instances for unit prices to be determined. Unit pricing is calculated effective for the last day of each month. The Lighthouse Fund has appointed GlobeOp as the administrator to the Lighthouse Fund. The monthly valuation is calculated and provided by GlobeOp. Further information on GlobeOp is available in Section 4 of the PDS. The Lighthouse Fund is a recognised legal entity. The assets within the Lighthouse Fund are primarily domiciled in the Cayman Islands, however, certain assets may be domiciled in other jurisdictions. The Lighthouse Fund is not required to appoint an external custodian to hold its assets. For additional information in relation to the valuation, location and custody of assets, refer to Section 10 Additional Information, Section 4 on page 11 of the PDS What does the Fund invest in?, page 12 of the PDS What does the Lighthouse Fund invest in, and how? and page 15 of the PDS Valuation, location and custody of Fund assets. DISCLOSURE PRINCIPLE 5: LIQUIDITY This disclosure principle is intended to ensure that investors are made aware of the Fund s ability to realise its assets in a timely manner and the risks of illiquid classes of assets. The Fund requires the equivalent notice period from investors so that it can redeem its shares in the Lighthouse Fund on the last day of each month by providing the required notice to Lighthouse. The Fund pursues its stated investment objective while maintaining sufficient liquidity to meet investor redemptions and other operating expenses. For additional information in relation to liquidity, please refer to Section 10 Additional Information and Liquidity risk in Section 6 on page 16 of the PDS. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 05

10 ASIC Disclosure Principle Summary Reference DISCLOSURE PRINCIPLE 6: LEVERAGE The disclosure principle is intended to ensure that investors are made aware of the maximum anticipated and allowed level of leverage of the Fund (including leverage embedded in the assets of the Fund). The Underlying Managers may invest in securities that incorporate leverage. The level of leverage, profile of securities that are being leveraged and the term structure of any leverage is monitored by Lighthouse. The Fund itself does not use borrowings or other forms of leverage for investment purposes. Risks associated with using leverage are set out on page 17 of the PDS. For additional information in relation to leverage, please refer to Section 10 Additional Information, Leverage, derivatives and short-selling in Section 4 on page 12 of the PDS, Leverage in Section 4 on page 14 of the PDS and Leverage risk in Section 6 on page 17 of the PDS. DISCLOSURE PRINCIPLE 7: DERIVATIVES The disclosure principle is intended to ensure that investors are made aware of the purpose and types of derivatives used by the Responsible Entity or Investment Manager, and the associated risks. DISCLOSURE PRINCIPLE 8: SHORT SELLING This disclosure principle is intended to ensure that investors are made aware of how short selling may be used as part of the investment strategy, and of the associated risks and costs of short selling. DISCLOSURE PRINCIPLE 9: WITHDRAWALS The disclosure principle ensures that investors are made aware of the circumstances in which the fund allows withdrawals and how these might change. The Underlying Managers may use derivative instruments such as options, swaps, futures and warrants where these derivatives are consistent with the overall investment strategy of the Lighthouse Fund, and within any agreed guidelines and restrictions that may exist. The Fund itself does not use derivative instruments. Risks associated with derivatives are set out on page 17 of the PDS. The Underlying Managers may use short selling as part of the investment strategy to benefit from falling security prices. The Fund itself does not engage in the short-selling of securities. Risks associated with short selling are set out on page 17 of the PDS. The process for making withdrawals and limitation in relation to Withdrawals are set out on page 9 of the PDS. In some circumstances, such as when the Fund is illiquid, investors will not be able to withdraw from the Fund. If the withdrawal requirements are altered you will be notified in writing. Extreme market conditions can cause difficulties or delays to the Fund being able to sell its assets or requiring it to freeze withdrawals. For additional information in relation to derivatives, please refer to Section 10 Additional Information, Leverage, derivatives and short-selling in Section 4 on page 12 of the PDS, Derivatives in Section 4 on page 14 of the PDS and Derivatives risk in Section 6 on page 17 of the PDS. For additional information in relation to short selling, refer to Section 10 Additional Information, Leverage, derivatives and short-selling in Section 4 on page 12 of the PDS, Short selling in Section 4 on page 14 of the PDS and Short selling risk in Section 6 on page 17 of the PDS. For additional information in relation to the Withdrawals, refer to Section 10 Additional Information, Section 4 on page 9 of the PDS Withdrawals and Access to funds. Liquidity Risk in Section 6 on page 16 of the PDS should be reviewed. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 06

11 3. ABOUT IRONBARK AND LIGHTHOUSE IRONBARK ASSET MANAGEMENT (FUND SERVICES) LIMITED Ironbark Asset Management (Fund Services) Limited is the Responsible Entity of the Fund and the issuer of units in the Fund. It is a wholly owned subsidiary of Ironbark Asset Management Pty Ltd ( Ironbark ). Ironbark is an Australian incorporated company licensed to be a responsible entity, and holds an Australian Financial Services Licence to operate registered managed investment schemes. APIR The Responsible : HFL0014AU Entity is responsible for: ARSN the management : of 466 the Fund in accordance with the Fund s Constitution ( Constitution ), the Corporations Act and the general law; and the appointment and the monitoring of the performance of the Fund s service providers including the Investment Manager. IRONBARK ASSET MANAGEMENT PTY LTD Ironbark is an independent provider of asset management solutions. Ironbark seeks to build investment solutions that are relevant and meet the needs of its distributors and investors. To achieve this, Ironbark invests in quality people to deliver the highest service standards. Through our strategic partnerships with international and Australian fund managers, Ironbark provides investment solutions across a diverse range of asset classes including Australian and international securities, alternative investments, domestic and global property securities, and fixed interest securities. At the date of this PDS, Ironbark manages and distributes approximately $5 billion in assets. Ironbark is the Responsible Entity of the Fund and has selected the Lighthouse Multi-Strategy Fund Limited ( the Lighthouse Fund ) as the primary investment of the Fund. The investment management of the Lighthouse Fund is provided by Lighthouse. LIGHTHOUSE INVESTMENT PARTNERS, LLC Lighthouse Investment Partners, LLC ('Lighthouse'/'LHP') is an Investment Manager dedicated solely to managing alternative investment portfolios. Its main goals are to protect, diversify and grow investor assets, while providing more clarity, confidence and certainty around investments. Lighthouse believes this can be accomplished through the use of its proprietary managed account platform, built since 2005, which provides more active portfolio management, better asset control and full transparency. Lighthouse s investors include pension plans, corporations, insurance companies, university and college endowments, public and private foundations, family offices and individual investors. Lighthouse is headquartered in Palm Beach Gardens, Florida, with offices in New York, Chicago, London and Hong Kong. 4. HOW THE IRONBARK LHP DIVERSIFIED INVESTMENTS FUND WORKS AND HOW WE INVEST YOUR MONEY $ APPLICATION MONIES THE FUND 0 5% CASH UNDERLYING MANAGERS DIRECT AND INDIRECT INVESTORS UNITS ISSUED MANAGEMENT FEE % LIGHTHOUSE FUND MANAGED ACCOUNT PROGRAM ASSETS IRONBARK RESPONSIBLE ENTITY MEMORANDUM OF ASSOCIATION LIGHTHOUSE INVESTMENT MANAGER Ironbark LHP Diversified Investments Fund Product Disclosure Statement 07

12 WHAT DO YOU INVEST IN You will hold units in the Ironbark LHP Diversified Investments Fund ( the Fund ), which is an Australian registered managed investment scheme managed by Ironbark. APPLICATION MONIES THE FUND DIRECT AND INDIRECT INVESTORS UNITS ISSUED Applications To apply for units in the Fund, please complete an Application Form and send it to us, including your payment by either direct deposit or cheque. You can increase your investment in the Fund by buying more units, either through completing another Application Form or establishing a regular investment plan. The following minimum application amounts apply. Minimum initial investment Minimum additional investment Regular investment plan Ironbark LHP Diversified Investments Fund $5,000* No minimum $250 per month or $750 per quarter *Ironbark may accept or decline an initial investment for less than the minimum amount at its discretion. For detailed information on managing your investment in the Fund refer to the Ironbark website, or call us on When do you need to make an application by New and additional applications must be received by 2.00pm (Sydney Time) 3 business days prior to the Application Day to receive that month s application price. The Application Day is the last calendar day of each month. Application prices are calculated effective for the Application Day ( Application Price ). We will send you a statement confirming receipt of your application within 7 business days,and this will advise the Application Day which will apply to your investment. When will your units be issued Due to the nature of its investments, it takes longer for the Lighthouse Fund to finalise its valuations each month end than for traditional investments. As a result, it may take between 3 to 6 weeks in some instances for unit prices to be determined and for units to be issued by the Fund. Application money received prior to the Application Day will be held in trust, with any interest earned prior to the issue of units payable to the Fund. If an application is declined, application money will be returned to the applicant without interest. The Corporations Act requires us to return application monies to an applicant if units have not been issued within one month of the application monies being received, unless it is not practical to do so. However, Ironbark has received relief from ASIC that enables application monies to be held for up to 80 days before units are issued. In such circumstances, no return (including interest on application monies held with an Australian deposit-taking institution) attributable to these application monies will be payable to the investor during the period prior to units being issued. How many units will you receive The number of units you will receive is determined as follows: Application Amount divided by the relevant Application Price. The number of units you receive will be rounded down to 3 decimal places. You will receive a statement confirming the number of units issued and the Application Price which applied after the units have been issued. What is a regular investment plan As an investor in the Fund you can participate in a regular investment plan, with either monthly (minimum $250 per month) or quarterly (minimum $750 per quarter) investments. Funds are debited from your nominated bank account on the 25th of the month of each relevant Application Day. You do not need to fill in an Application Form each time. Cooling-off period A 14 day cooling-off period applies during which you may change your mind about your application for units and request the return of your money. Generally, the cooling-off period runs for 14 days from the earlier of the time your application is confirmed, or the end of the 5th business day after your units are issued. The amount refunded to you may be less than your investment amount due to market movements, adjustments for expenses, applicable taxes and transaction costs incurred between the date of application and the date of withdrawal. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 08

13 WITHDRAWALS You can decrease your investment in the Fund by redeeming some or all of your units. To do this, complete a withdrawal request form and send it to us. Your withdrawal proceeds will be paid directly to your nominated account. When do you need to advise us of your withdrawal You can make a request to withdraw some or all of your units at any time. The Withdrawal Day is the last calendar day of each month. In order to ensure that the Fund can dispose of investments and generate the funds required to meet withdrawal requests, we require that withdrawal requests are received by 2.00pm (Sydney Time) on a business day at least 31 days before the requested Withdrawal Day. We will send you a statement confirming receipt of your withdrawal request within 7 business days, and this will advise the Withdrawal Day which will apply to your investment. Once a withdrawal request has been received, it cannot be revoked without our express authorisation. How many units will be redeemed You can request to withdraw a nominated dollar amount, or some or all of the units that you hold. The number of units redeemed, or alternatively the amount you receive for redeeming some or all of your units, will be based on the unit price calculated for the Withdrawal Day applicable to your withdrawal request ( Withdrawal Price ). Your investment will remain subject to movements in the value of the Fund up to the effective Withdrawal Day applying to your withdrawal. When will my withdrawal proceeds be paid Due to the nature of its investments, it takes longer for the Lighthouse Fund to finalise its valuations each month end than for traditional investments. A s a result, i t may take between 3 to 6 weeks in some instances for unit prices to be determined and for units to be redeemed by the Fund. You should receive your withdrawal proceeds in your nominated bank account within 3 business days of the Withdrawal Price being finalised. We will then send you a statement showing your unitholding following the withdrawal. ACCESS TO FUNDS Investment Manager : Extreme market conditions can cause GaveKal difficulties Capital or delays Limited to the Fund being able to sell its assets or requiring it to freeze withdrawals. These circumstances could result in it taking an extended period of time before you are able to withdraw your investment, or it taking longer than usual for you to receive your withdrawal proceeds. We may delay or suspend withdrawal requests where we are unable to realise sufficient assets due to circumstances outside our control, such as when there is restricted or suspended trading in assets held by the Fund, or where the Fund becomes non-liquid as defined by the Corporations Act. The Fund is non-liquid under the Corporations Act if it has less than 80% liquid assets. If the Fund is non-liquid, withdrawals from the Fund will only be possible if we make a withdrawal offer in accordance with the Corporations Act. We are not obliged to make such an offer, however, if we do you are only able to withdraw your investment in accordance with the terms of a current withdrawal offer. If an insufficient amount of money is available from the assets specified in the withdrawal offer to satisfy withdrawal requests, the requests will be satisfied proportionately amongst those investors wishing to withdraw from the Fund. The Constitution of the Fund also contains specific provisions that provide us with powers in relation to withdrawals. The specific provisions in the constitution are summarised below. Provision Conditions Payment of withdrawals by transfer of assets Suspend withdrawals Explanation Where we reasonably consider it in the best interests of investors to do so, we may impose conditions on the redemption of units by investors, including, for example, imposing restrictions on the maximum number of units or maximum proportion of the unitholding that an investor or investors collectively may withdraw. We may transfer assets to an investor rather than pay cash in satisfaction of all or part of a withdrawal request. The market value of the assets must be the same value as the amount of your withdrawal, less any transfer costs if applicable. We may suspend redemptions for up to 90 days (or such other period that we consider reasonable), if we reasonably believe that we cannot accurately determine the unit price of the Fund, or we cannot realise all assets of the Fund for cash. Following the lifting of any suspension, we will determine the Withdrawal Price which applies to all outstanding withdrawal requests and any requests to withdraw received during the suspension period. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 09

14 UNIT PRICING Application Prices and Withdrawal Prices are calculated effective for the last day of each month. These unit prices will vary as the market value of the assets held by the Fund rises and falls. The unit prices for the Fund are published on the Ironbark website at Both the Application Price and Withdrawal Price are determined as Net Asset Value ( NAV ) divided by the number of units on issue of the Fund. Our unit pricing policy for the Fund is available, free of charge, by contacting us by at client.services@ironbarkam.com or by phone on DISTRIBUTIONS To the extent the Fund has earned sufficient income to distribute, the Fund makes annual distributions. We calculate the distributable income of the Fund after the end of the financial year, based on the rules outlined in the Fund s Constitution, and any other regulatory rules or ATO interpretations which apply. Your distribution = The Fund s distributable income X The number of units you hold Total number of units on issue You can elect to have your distributions debited to your nominated bank account or reinvested for additional units. If you elect to have your distributions reinvested, you will receive additional units based on the Application Price (adjusted for the distribution payable) applicable at the end of the distribution period. Investors who do not indicate a preference will have their distributions automatically reinvested. Indirect Investors should review their Investor Directed Portfolio Services ( IDPS ) guide for information on how and when they receive any income distribution. INVESTING VIA A PORTFOLIO SERVICE If you are investing in the Fund through a Portfolio Service (such as a master trust, wrap account or investor Investment directed portfolio Manager service) : you will be an Indirect Investor, and different GaveKal terms Capital may Limited apply to your investment. An investment in the Fund offered under the Fund s PDS via a Portfolio Service does not entitle you to a direct interest in the Fund. Some of the key differences in relation to being an Indirect Investor are outlined in the table below: Provision Registered holder Rights Explanation The Portfolio Service is the registered holder of units issued by the Fund. This means that: the Portfolio Service records the balance of your investment in the Fund; transaction statements, notices and other Fund reports are sent to the Portfolio Service operator, who will then forward communications to you as required; and distributions are paid to the Portfolio Service or reinvested in the Fund on the instruction of the Portfolio Service. The Portfolio Service operator holds the rights that apply to a person who invests directly in the Fund, and may exercise those rights. These rights include voting at meetings of investors of the Fund. Transacting on your investment Applications and withdrawals are determined by the Portfolio Service operator, including any requirements for minimum balances. Timing and processing of transactions (including applications, withdrawals and distributions) is determined by the Portfolio Service operator and may be different to the times and processes of the Fund. Cut-off times for transacting are determined by the Portfolio Service operator. Fees and other costs Additional fees and expenses may be charged by the Portfolio Service operator. As an Indirect Investor, you should read the disclosure document for that Portfolio Service together with this PDS prior to investing. The Portfolio Service disclosure document contains important information that outlines their requirements in relation to who may invest, minimum balances, additional investments, processing applications and any other terms or conditions which they apply. Ironbark has authorised the use of this PDS for the purpose of disclosure to direct investors as well as Indirect Investors. Investors who access, or wish to access the Fund through a Portfolio Service may rely on this PDS. Indirect Investors should contact their financial adviser or Portfolio Service operator for any investor queries. Ironbark LHP Diversified Investments Fund Product Disclosure Statement 10