KENNOX STRATEGIC VALUE FUND FEEDER (LUXEMBOURG)

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1 KENNOX STRATEGIC VALUE FUND FEEDER (LUXEMBOURG) an investment company in Luxembourg with registration number B PROSPECTUS May 2014

2 IMPORTANT INFORMATION Terms used herein shall have the meaning attributed to them in the Definitions section, unless otherwise mentioned. THIS PROSPECTUS This Prospectus describes KENNOX STRATEGIC VALUE FUND FEEDER (Luxembourg) (the SICAV ), an investment company with variable share capital incorporated in Luxembourg as a public limited liability company (société anonyme). The SICAV is an investment company organised under the laws of the Grand Duchy of Luxembourg as a societé d investissement à capital variable, is governed by Part I of the UCI Law and qualifies as a UCITS. Shares may be divided into different Classes to accommodate different subscription and/or redemption charges and/or base currencies and/or dividend policies and/or fee arrangements and/or hedging arrangements. The Directors accept responsibility for the information contained in this Prospectus. 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. INVESTOR RESPONSIBILITY Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisers in relation to (a) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (b) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Shares; (c) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares; and (d) the provisions of this Prospectus. CSSF AUTHORISATION UCITS The registration of the SICAV on the official list of UCITS held with the CSSF shall not, under any circumstances, be described in any way whatsoever as a positive assessment made by the CSSF of the quality of the Shares offered for sale. DISTRIBUTION AND SELLING RESTRICTIONS The distribution of this Prospectus and the offering or purchase of Shares may be restricted in certain jurisdictions. This Prospectus does not constitute, and may not be treated as, an offer or solicitation by or to anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction. Shares may not be purchased or held by or for the benefit of, except with the consent of the Directors, US Persons. STOCK EXCHANGE LISTING The Directors may, in their sole discretion, determine that an application may be made to the Luxembourg Stock Exchange for Shares of any Class to be admitted to its Official List.

3 RELIANCE ON THIS PROSPECTUS Shares are offered only on the basis of the information contained in this Prospectus and the latest audited annual accounts and any subsequent semi-annual report of the SICAV. 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 representation in connection with the offering of Shares other than those contained in this Prospectus and in any subsequent semi-annual or annual report of the SICAV and, if given or made, such information or representations must not be relied upon as having been authorised by the SICAV, the Directors, the Management Company, the Investment Manager or the Depositary. Statements in this Prospectus are based on the law and practice in force in Luxembourg 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 SICAV have not changed since the date hereof. Applications for Shares will only be considered on the basis of this Prospectus. Copies of the Articles, the current Prospectus, the KIIDs and the latest periodical reports (audited annual report and unaudited semi-annual report) may be obtained free of charge upon request from the registered office of the SICAV, the Central Administration or from the Investment Manager during normal business hours on any Business Day or on the website of the Investment Manager at Copies of this Prospectus, the KIIDs and the latest periodical reports of the SICAV are also available online on the website of the Investment Manager at The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the SICAV have not changed since the date hereof. A KIID for each available Class must be made available to investors free of charge prior to their subscription for Shares. Prospective investors must consult the KIID for the relevant Class in which they intend to invest. Requests for subscription or conversion of Shares will be accepted upon verification by the Central Administration that the (prospective) Shareholder has received the relevant KIID available as mentioned above. This Prospectus (and certain material documents) may be translated into other languages. Where such translation occurs, it will accord in all respects with the English text and 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 contents thereof shall be governed in accordance with the law of Luxembourg. RISKS Investment in the SICAV carries with it a degree of risk. The value of Shares and the income from them may go down as well as up, and investors may not get back the amount invested. The difference at any one time between the sale and redemption price of Shares means that the investment should be viewed as medium to long-term. Investors should consider the Investment Risks section of this Prospectus. 3

4 DIRECTORY KENNOX STRATEGIC VALUE FUND FEEDER (Luxembourg) Registered Office: 2-4 rue Eugene Ruppert Vertigo Building - Polaris L-2453 Luxembourg Grand Duchy of Luxembourg William Jones Director Directors: Peter Boyle Chairman of the Board Alice Paterson Director Management Company RBS (Luxembourg) S.A. 33, rue de Gasperich L-5826 Hesperange Grand Duchy of Luxembourg Depositary The Bank of New York Mellon (Luxembourg) S.A. 2-4 rue Eugene Ruppert Vertigo Building - Polaris L-2453 Luxembourg Grand Duchy of Luxembourg Investment Manager Kennox Asset Management Limited 28 Drumsheugh Gardens, Edinburgh, EH3 7RN, UK Legal Advisers D.Law Aerogolf Bloc A, 1, rue Heienhaff, L-1736 Senningerberg Grand Duchy of Luxembourg Central Administration The Bank of New York Mellon (Luxembourg) S.A. 2-4 rue Eugene Ruppert Vertigo Building - Polaris L-2453 Luxembourg Grand Duchy of Luxembourg Auditors KPMG Luxembourg S.à r.l. 9, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg Master Fund S&W Kennox Strategic Value Fund a UCITS established in the United Kingdom 25 Moorgate, London EC2R 6AY London, United Kingdom FCA Registration Number IC

5 INDEX CONTENTS Page No IMPORTANT INFORMATION... 2 DIRECTORY... 4 DEFINITIONS... 6 THE SICAV INVESTMENT OBJECTIVES AND POLICIES THE MASTER FUND MANAGEMENT AND ADMINISTRATION SUBSCRIPTIONS REDEMPTIONS MANDATORY REPURCHASE OF SHARES TRANSFER OF SHARES CONVERSION BETWEEN SHARES CLASSES MARKET TIMING AND LATE TRADING ANTI-MONEY LAUNDERING DETERMINATION OF NET ASSET VALUE SUSPENSION OF DETERMINATION OF NET ASSET VALUE FEES AND EXPENSES TAXATION RISK MANAGEMENT PROCESS INVESTMENT RISKS DISTRIBUTION POLICY GENERAL APPENDIX

6 DEFINITIONS 2010 Law or UCI Law the law of December 17, 2010 on undertakings for collective investment, as may be amended from time to time; Appendix Application Form Articles Auditor Base Currency Business Day Central Administration Class Conversion Fee Cut-Off Time CSSF Dealing Day Depositary an Appendix to this Prospectus; an application form for Shares, in the form the Directors deem appropriate and available from the Management Company; the articles of incorporation of the SICAV for the time being in force and as may be modified from time to time; the independent authorized auditor (réviseur d entreprises agréé) of the SICAV, KPMG Luxembourg S.à r.l.; the currency in which a Class is expressed, as mentioned in Appendix 1; an entire day on which banks in Luxembourg and in the United Kingdom are open for normal banking business or such other day or days (except Saturday, Sunday or any public holiday in Luxembourg and in the United Kingdom) as may be determined by the Directors; The Bank of New York Mellon (Luxembourg) S.A.; Shares representing an interest in the SICAV and designated as a class of Shares for the purposes of attributing different proportions of the Net Asset Value to such Shares to accommodate different subscription, conversion and/or redemption charges, charges, dividend arrangements, base currencies, fee arrangements and/or hedging arrangements, etc. specific to such Shares; the fee which may be paid in relation to the conversion of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1; such time in respect of any relevant Dealing Day as shall be specified in the Prospectus or such other time as the Directors may determine and notify to Shareholders in advance provided always that the Cut-Off Time is no later than the point as at which the Net Asset Value is determined for the relevant Dealing Day; Commission de Surveillance du Secteur Financier; in respect of a Share Class, any Business Day on which Shares of that Class may be subscribed to, redeemed and/or exchanged for Shares of another Class, as specified in this Prospectus; The Bank of New York Mellon (Luxembourg) S.A.; 6

7 Designated Person Directors Distributor EU EUR FATCA FCA Feeder Fund Fund Management Company Agreement Group of Companies Initial Offer Price Investment Management Agreement Investment Manager KIID any person to whom a transfer of Shares (legally of beneficially) or by whom a holding of Shares (legally or beneficially) would or, in the opinion of the Directors, might, be in breach of the law or the requirements of any country or governmental authority or result in the SICAV incurring any liability or taxation or suffering any other disadvantage which the SICAV may not otherwise have incurred or suffered; the board of directors of the SICAV for the time being and any duly constituted committee thereof; Kennox Asset Management Limited and any other sub-distributor appointed by the latter; European Union; Euro; The Foreign Account Tax Compliance provisions in the U.S. Hiring Incentives to Restore Employment Act enacted in March 2010; Financial Conduct Authority or its successor authority in the United Kingdom; The SICAV, as feeder UCITS, as defined in the UCI Law, of the Master Fund the fund management company agreement pursuant to which the Management Company is appointed as designated management company of the SICAV; companies belonging to the same body of undertakings, and which must draw up consolidated accounts in accordance with Directive 2013/34/EU of 26 June 2013 on the annual financial statements, consolidated financial statements of certain types of undertakings; the initial offer price of the Shares on the Launch Date, as specified for each Class of Shares in Appendix 1 to this Prospectus; agreement for the outsourcing of the management of investment funds pursuant to which the Investment Manager is appointed as investment manager of the SICAV; Kennox Asset Management Limited and any other investment manager or investment managers appointed by the SICAV with the prior approval of the CSSF and subject to amendment of this Prospectus]; key investor information document issued for each available Class, as appropriate, as may be amended from time to time; 7

8 Launch Date Management Company Management Company Fee Master Fund Member State Minimum Additional Subscription Minimum Holding Minimum Redemption Minimum Subscription Money Market Instruments Net Asset Value (NAV) Net Asset Value per Share (NAV per Share) OECD OTC Other Regulated Market Other State Prospectus The date indicated for each Class of Shares in Appendix 1 to this Prospectus or, if no subscription applications are received on that date, the first subsequent date on which a subscription application is received; RBS (Luxembourg) S.A.; the annual fee payable by the SICAV to the Management Company, as specified in this Prospectus; S&W Kennox Strategic Value Fund qualifying as master UCITS as defined in the UCI Law a member state of the EU; the minimum additional investment for each Class of Shares the minimum holding for each Class of Shares the minimum redemption for each Class of Shares the minimum investment for each Class of Shares instruments normally dealt in on the money market, which are liquid and have a value which can be accurately determined at any time; the net asset value of a Class calculated as described in the Determination of Net Asset Value section of this Prospectus; the net asset value of a Share in any Class issued, calculated as described in the Determination of Net Asset Value section of this Prospectus; Organization for Economic Cooperation and Development; over-the-counter; a market which is regulated, and is recognized, and open to the public, namely a market: (i) that meets the following cumulative criteria - liquidity, multilateral order matching (general matching of bid and ask prices in order to establish a single price), transparency (the circulation of complete information in order to give clients the possibility of tracking trades, thereby ensuring that their orders are executed on current conditions); (ii) on which the securities are dealt in at a certain fixed frequency; (iii) which is recognized by a State, or by a public authority which has been delegated by that state, or by another entity, and which is recognized by that State or by that public authority such as a professional association; and (iv) on which the securities dealt are accessible to the public; any State of Europe which is not a Member State, any State of America, Africa, Asia, Australia and Oceania; this document, any Appendix designed to be read and construed together with and to form part of this document, and the SICAV s 8

9 most recent annual report and accounts (if issued) or, if more recent, its interim report and accounts; RCS Recognised Market Redemption Fee Redemption Price Reference Currency Regulated Market Share or Shares Shareholder SICAV Subscription Fee Subscription Price Registre de Commerce et des Sociétés de Luxembourg, the Luxembourg Trade and Companies Register; any recognised exchange or market listed or referred to in Appendix 1 hereto in accordance with the requirements of the CSSF which does not issue a list of approved markets; the fee which may be paid in relation to the redemption of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1; the price per Share at which Shares are redeemed; The reference currency of the SICAV; a regulated market within the meaning of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments; a share or shares of whatsoever Class in the share capital of the SICAV entitling the holders to participate in the profits and losses of the SICAV; a person registered in the share register of members of the SICAV as a holder of Shares; Kennox Strategic Value Fund Feeder (Luxembourg); the fee which may be paid in relation to the subscription of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1; the price per Share at which Shares are subscribed; Transferable Securities - shares and other securities equivalent to shares; - bonds and other debt instruments; and - any other negotiable securities which carry the right to acquire any such Transferable Securities by subscription, or exchange with the exclusion of techniques and instruments; UCI UCITS UCITS Directive US or United States an undertaking for collective investment as defined under Luxembourg law; an undertaking for collective investment in transferable securities within the meaning of Article 1 (2) of the UCITS Directive; Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to UCITS, as amended; the United States of America, its territories and possessions including the States and the District of Columbia; 9

10 USD US Person Valuation Day Valuation Point United States dollars; any citizen or resident of the US, any corporation, partnership or other entity created or organised in or under the laws of the US, any estate or trust the income of which is subject to US federal income tax regardless of its source and regardless of whether such income is effectively connected with a US trade or business or any other person falling within the definition of the term US Person under Regulation S promulgated under the US Securities Act of 1933 or as the Directors may otherwise from time to time determine; In respect to a Dealing Day, the Business Day as of which the Central Administration determines the applicable NAV per Share of a Class, as specified in this Prospectus. In respect to a Valuation Day, the time as of which the applicable Net Asset Value per Share is determined as specified in this Prospectus. 10

11 THE SICAV THE SICAV The SICAV was incorporated for an unlimited period on 7 May 2014 under the name of KENNOX STRATEGIC VALUE FUND FEEDER (LUXEMBOURG). The Articles will be published in the Mémorial C on 30 May The SICAV is registered with the Luxembourg Trade and Companies Register under number B The SICAV has appointed RBS (Luxembourg) S.A. as its management company, within the meaning of Part I of the UCI Law. Further details on the Management Company are provided below under the Management Company section. At all times the SICAV s capital will be equal to the Net Asset Value of the SICAV and will not fall below the minimum capital required by Luxembourg law. The Reference Currency of the SICAV is EUR. The Base Currency of each Class is as specified in Appendix 1 to this Prospectus. The minimum share capital of the SICAV shall be EUR1,250,000.- (one million two hundred and fifty thousand Euro) to be achieved within 6 (six) months following approval of the SICAV by the CSSF. If the share capital of the SICAV falls below the minimum share capital required, the SICAV will be liquidated pursuant to the 2010 Law and as provided for in the Liquidation section below. The initial issued share capital of the SICAV is thirty one thousand Euros (EUR 31,000.-). The SICAV is a Feeder Fund of the Master Fund, as further described under Investment Objectives and Policies below. VOTING RIGHTS Each whole Share of each Class confers the right to one vote at the general meetings. In relation to a resolution which in the opinion of the Directors gives or may give rise to a conflict of interest between the Shareholders of any Class, such resolution shall be deemed to have been duly passed only if, in lieu of being passed through a single meeting of the Shareholders of such Class, such resolution shall have been passed at a separate meeting of the Shareholders of each such Classes. All votes shall be cast by a pool of Shareholders present in person or by proxy at the relevant Shareholder meeting in accordance with applicable law. VARIATION OF SHAREHOLDERS RIGHTS The rights attaching to any Class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with Shares already in issue, unless otherwise expressly provided by the terms of issue of those Shares. The provisions of the Articles relating to general meetings shall apply to every such separate general meeting. 11

12 INVESTMENT OBJECTIVES AND POLICIES The Board of Directors shall have power to determine the corporate and investment objective and policy of the SICAV, and the course of conduct of the management and business affairs of the SICAV. The SICAV is a Feeder Fund of the Master Fund. In compliance with the relevant provisions of the UCI Law, the SICAV will at all times invest at least 85% of its assets in shares of the Master Fund. The SICAV may hold up to 15% of its assets in ancillary liquid assets, including cash, cash equivalents and short term bank deposits in accordance with the provisions of Article 41 (2) of the UCI Law. Notwithstanding the above, the SICAV will in practice invest substantially all of its assets into the Master Fund and will therefore hold virtually no or a very low percentage of its assets in ancillary liquid assets. The investment objective of the SICAV is to achieve long term growth in value. The SICAV intends to realise its investment objective by investing substantially all of its assets into the Income Shares of the A Share Class of the Master Fund, as these terms are defined in the prospectus of the Master Fund, i.e. income distributing shares of a class primarily aimed at institutional investors. The Master Fund will invest in equities on a global basis. The investment objective and policy of the Master Fund, its organization and risk profile are summarized in the Master Fund section below. If and to the extent that voting rights attached to shares of the Master Fund will be exercised on behalf of the SICAV, a summary description of the strategies followed in the exercise of such rights, as well as the actions taken on the basis of those strategies, will be made available to investors upon their specific request addressed to the SICAV. It is intended that the performance of the various Classes of Shares offered by the SICAV will be similar to that of the corresponding classes of shares of the Master Fund, as described below. However, the performance of both funds will not be equal due, in particular, to costs and expenses incurred by the SICAV and the Reference Currency of the SICAV differing from that of the Master Fund. Investors should note that investment in the SICAV is not suitable for UCITS since the SICAV invests at least 85% of its assets in the Master Fund. The remaining assets of the SICAV will consist in ancillary liquid assets, as described above, as may be required from time to time for dealing liquidity purposes and payment of costs and expenses of the SICAV. The SICAV intends to minimize the level of ancillary liquid assets held for these purposes. The SICAV will not invest in financial derivative instruments. Generally, the profile of the typical investor for whom the SICAV has been designed is an investor wishing to invest in stocks, shares and related financial instruments for the long term (at least 5 years) and who is prepared to accept fluctuations in the value of their investment and the risks associated with investing in the Master Fund through the SICAV, as described in the Risk Factors section of this Prospectus and in the prospectus of the Master Fund. The typical investor for each Class of Shares is specified in Appendix 1 to this Prospectus. The investment into the Master Fund has no specific Luxembourg tax impact on the SICAV. 12

13 THE MASTER FUND General The Master Fund is an investment company with variable capital, incorporated in England and Wales, whose effective date of authorisation was 29 May Its registration number is IC The Head Office of the Master Fund is at 25 Moorgate, London EC2R 6AY. The Master Fund has been authorised by the FCA as a master UCITS in the meaning of the relevant provisions of the UCITS Directive. As a consequence, the Master Fund must, at all times, (i) have at least one feeder UCITS among its shareholders, (ii) not itself become a feeder UCITS, and (iii) not hold shares or units of a feeder UCITS. The management company of the Master Fund (the Master Management Company ) is Smith & Williamson Fund Administration Limited, a private company limited by shares incorporated in England and Wales under the Companies Act 1985 incorporated on 30 July 1985 (Registered Company No ). The registered Office and Head Office of the Master Management Company is 25 Moorgate London EC2R 6AY. The Master Management Company is responsible for managing and administering the Company s affairs in compliance with the FCA Regulations. Investment objective and policy of the master fund The objective of the Master Fund is to focus on long-term capital preservation and appreciation by providing investors with a concentrated portfolio of international equities, bonds and/or cash. The Master Fund will focus on a small number of diverse, good-value opportunities which have identifiable business franchises but are experiencing temporarily depressed earnings. The Master Fund can achieve the double benefit of growing earnings and rising expectations in the market. Adhering to this method of strategic value investing, the Master Fund aims to maximise long-term risk-adjusted returns. The Master Fund may also invest in other transferable securities, collective investment schemes warrants, money market instruments, deposits and other permitted investments, as further described in the Master Fund s prospectus. In accordance with the investment objectives and policies of the Master Fund and subject to applicable restrictions, the Management Company is authorised to borrow on behalf of the SICAV within the limits as set out under Article 50 of the UCI Law. The specific investment restrictions are as follows: a) the Master Fund will not invest more than 10% of its net assets in units of other UCITS or other collective investment schemes; and b) the Master Fund does not intend to have an interest in immovable or tangible movable property. The Master Management Company s risk management process as applicable to the Master Fund reflects the investment objectives and policy of the Master Fund. Upon request, Shareholders can receive further information from the Master Management Company in relation to the Master Fund s risk management including the quantitative limits applied, the methods used in relation to those quantitative limits and any recent development of the risk and yields of the main categories of investment in the Master Fund. Interaction between the master fund and the SICAV Dealing Days for Shares of the SICAV will correspond to dealing days for shares of the Master Fund. Similarly, the respective dealing Cut-Off Times for the SICAV and the Master Fund are set so that valid subscription or redemption orders for Shares of the SICAV placed before the Cut-Off Time of the SICAV can then be reflected in the SICAV s investment into the Master Fund. Accordingly, valuation points for 13

14 the SICAV and the Master Fund are also coordinated, as the SICAV s investment into the Master Fund will be valued at the net asset value per share as of the relevant Valuation Day as published by the Master Fund. A number of documents and agreements are in place to the effect of coordinating interactions between the SICAV and the Master Fund, in accordance with the relevant provisions of the UCITS Directive. a) The Master Fund and the Feeder Fund have entered into an agreement pursuant to which the Master Fund will provide the Feeder Fund with all documents and information necessary for the latter to meet the requirements laid down in the 2010 Law. The Master Fund and Feeder Fund have further agreed on appropriate measures to coordinate the timing of their net asset value determination and publication in order to avoid market timing in their shares and preventing arbitrage opportunities. Further, appropriate measures to mitigate conflicts of interest that may arise between the Feeder Fund and the Master Fund, the basis of investment and divestment by the Feeder Fund, standard dealing arrangements, events affecting dealing arrangements and standard arrangements for the audit report have been agreed on. b) The Depositary and the depositary of the Master Fund have entered into an agreement in order to share information regarding the Master Fund. This agreement describes, especially, the documents and categories of information to be routinely shared between both depositaries or available upon request, the manner and timing of transmission, the coordination of involvement of each depositary in operational matters in view of their duties under their respective national law, the coordination of accounting year-end procedures, reportable breaches committed by the Master Fund, the procedure for ad hoc requests for assistance, and particular contingent events reportable on ad hoc basis. c) The Independent Auditor and the auditors of the Master Fund have entered into an agreement in order to share information regarding the Master Fund. This agreement describes, especially, the documents and categories of information to be routinely shared between auditors or available upon request, the manner and timing of transmission of information, the coordination of involvement of each auditor in accounting year-end procedures of the SICAV and the Master Fund, reportable irregularities identified in the Master Fund and standard arrangements for ad hoc requests for assistance. Investors may obtain free of charge from the Investment Manager a hard copy of the following documents: The agreement entered into between the Master Fund and the Feeder Fund mentioned above; The latest annual and semi-annual reports and accounts of the Master. Aggregate charges The SICAV is investing in Income Shares of the A Share Class of the Master Fund. At the level of the Master Fund, the fees, charges and expenses associated with such investment are (i) annual investment management charge paid to the Investment Manager at an annual rate of 0.80 %, and (ii) other expenses of the Master Fund, as described in its prospectus. Details on the actual charges and expenses incurred at the level of the Master Fund, including the ongoing charge figures (OCF) for each share class of the Master Fund, are available on the website of the Investment Manager at At the level of the SICAV, the Investment Management Fee payable by the SICAV for the different Classes offered, as specified in Appendix 1 to this Prospectus, is set at such rates that, for any given Class, the aggregate amount of the Investment Management Fee for that Class and the annual investment management charge payable at the level of the Master Fund for the A Share Class (in which the SICAV invests) corresponds to the annual investment management charge that would have been payable by an investor investing directly in the relevant class of shares of the Master Fund, as follows: 14

15 Share classes available in the Feeder Fund Investing into the following share class of the Master Fund Annual management charge payable to the Investment Manager at the level of the Master Fund Annual management charge payable to the Investment Manager at the level of the Feeder Fund A Class Share EUR A Share Class 0.80% 0.0% 0.80% A Class Share USD A Share Class 0.80% 0.0% 0.80% A Class Share GBP A Share Class 0.80% 0.0% 0.80% Institutional Share EUR Class A Share Class 0.80% 0.2% 1.00% Aggregate annual management charge payable to the Investment Manager Please refer to the Fees and Expenses section below for further information on fees and expenses payable by the SICAV. The KIID(s) issued for the Classes of Shares also contain additional information on ongoing charges incurred by the SICAV (aggregated with the charges incurred at the level of the Master Fund). The Master Fund may be appropriate for retail and institutional investors, who seek capital appreciation over the long term. An investment in the Master is not a deposit in a bank or other insured depositary institutions. Investment may not be appropriate for all investors. The Master is not intended to be a complete investment program and investors should consider their long-term investment goals and financial needs when making an investment decision about the Master. An investment in the Master is intended to be a long term investment. The Master should not be used as trading vehicle. 15

16 MANAGEMENT AND ADMINISTRATION THE DIRECTORS The Directors are ultimately responsible for managing the business affairs of the SICAV. The Directors have designated the Management Company to act as designed management company of the SICAV. The Management Company has delegated (i) the investment management of the SICAV, including the disposal of the assets of the SICAV, the marketing and distribution of Shares to the Investment Manager and (ii) the administrative function to the Central Administration. The Directors have entrusted the Depositary with the safe-keeping of the SICAV s assets. The Directors are listed below with their principal occupations. None of the Directors has entered into an employment or service contract with the SICAV nor is any such contract proposed. Consequently, the Directors are all non-executive Directors. The SICAV 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 in relation to the SICAV. The Articles do 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 SICAV. Mr. Peter Boyle: Peter is Managing Director of Kennox Asset Management and is responsible for Kennox client relationships, business development and operations and sits on the Kennox Investment Committee. He has over 20 years global equity capital markets experience as an investment banker and lawyer. He was a partner in two start-up emerging market investment banks and was Head of Equity Capital Markets at Banco Santander in London. Ms. Alice Paterson: Alice is operations manager at Kennox Asset Management and is responsible for the smooth running of the Master Fund, with oversight of all operational aspects of the Master Fund including trade settlement and performance reporting. She has over 5 years experience as a business consultant and project manager for stock exchanges and top tier investment banks. Mr. William Jones: William Jones is the founder and senior partner of Management Plus Group ( MPL ). MPL was founded in February 2006 and provides directorship, management company and consulting services from offices in Luxembourg, the Cayman Islands and Singapore. Mr. Jones has 21 years experience in the hedge fund industry and has held senior positions within Commodities Corporation, Goldman Sachs Asset Management International and Bank of Bermuda/ HSBC. Mr. Jones received an MBA and a JD from Columbia University in 1988 and graduated from Princeton University in He completed the first INSEAD International Directors Program ( IIDP ) in 2011 and is currently the President of the IIDP alumni group. Mr. Jones has been certified by IIDP and ILA (Institut Luxembourgeois des Administrateurs). He is Deputy Chairman of the Fund Governance Association in London and Co-Vice Chairman of the International School of Luxembourg and sits on two hedge fund committees of ALFI (Association of the Luxembourg Fund Industry) and co-heads an alternative investment corporate governance committee of ILA. He is a frequent speaker in alternative investment industry conferences and contributes articles on corporate governance to various industry publications. The SICAV shall pay to Mr. William Jones out of the assets of the SICAV an annual fee which will be published in the corresponding annual/semi-annual report. Mr. Boyle and Ms Paterson shall not receive a fee for acting as Director. THE MANAGEMENT COMPANY The SICAV has appointed RBS (Luxembourg) S.A. to serve as its designated management company within the meaning of the 2010 Law. The Management Company is responsible, subject to the overall supervision of the Directors, for the provision of investment management services, administrative 16

17 services and marketing services to the SICAV. The Management Company is a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg on 10 November 2004, authorised and regulated by the CSSF as a Chapter 15 management company under the 2010 Law and registered with the Luxembourg register of trade and companies under B Its subscribed share capital amounts to ten thousand million euros ( ) as at 1 st January 2014 and is fully paid-up. The Management Company is managed by its board of directors, composed as follows: Mr. Kevin Brown (chairman); Mr. Michel Vareika; Mr. Andy Wright; Ms. Lorna Cassidy; Mr. Henry Kelly; Mr. Jonathan Carey; Mr. Revel Wood. The conducting officers are Mr. Slim Hamrouni, Mr. Ross Thomson, Mr. Antonino Borgesano, Mr. Pall Eyjolfsson and Mr. Revel Wood. In addition to the SICAV, the Management Company also acts as management company for other funds. The list of funds managed by the Management Company is set out in the Management Company s annual reports and may be obtained upon request from the Management Company. Within the frame of its administrative services to the SICAV and subject to the delegation of services to the Central Administration below, the Management Company is the administrator and registrar and transfer agent, of the SICAV with responsibility for performing the day to day administration of the SICAV, including the calculation of the Net Asset Value and the Net Asset Value per Share. As such, it will also process all subscriptions, redemptions and transfers of Shares and will register these transactions in the share register of the SICAV. The Management Company will also implement and apply measures to prevent money laundering and terrorism financing (e.g. know-your-customer due diligence). The Fund Management Company Agreement between the SICAV and the Management Company shall continue in force until terminated by either party upon giving not less than 90 (ninety) days prior written notice to the other party. The Fund Management Company Agreement may also be terminated by either party immediately by notice in writing to the other party if (i) such other party breaches its obligations under the Fund Management Company Agreement; (ii) a receiver or other official named by a competent court is appointed over the other party or any assets of the other party; (iii) the other party becomes insolvent or unable to pay its debts as they fall due, has received notice of any proceeding or proposed proceedings for winding-up; (iv) the other party has gone or shall go into liquidation (except for the purposes of voluntary liquidation upon terms previously approved in writing by the other party); (v) if so required by applicable laws, any competent regulatory authority or the best interests of the shareholders of the SICAV, as further described in the relevant agreement. The Management Company shall not be liable to the SICAV or otherwise for any error of judgement or for any loss suffered by the SICAV or any of its shareholders in connection with its duties except as mentioned in the Fund Management Company Agreement. The Management Company shall further not be liable for any loss or damage suffered by the SICAV arising out of any investment decision or any act or omission, whether arising out of the act or omission made or committed in good faith by the Management Company, the service provider to whom it has delegated its duties, including any appointed Investment Manager, on its behalf or any third party or the employees of any of the same provided the investment loss did not arise as the result of a breach in the investment policies of the SICAV as stated in this Prospectus, as further described in the Fund Management Company Agreement. THE INVESTMENT MANAGER The Management Company has appointed Kennox Asset Management Limited as the investment manager for all the SICAV, with responsibility for all of the investment decisions relating to its investments. 17

18 The address of the Investment Manager is 28 Drumsheugh Gardens, Edinburgh, EH3 7RN, UK. The Investment Manager was founded in 2007, and has been managing collective assets since Total assets under management by the Investment Manager as of 31 December 2013 were of 240,393, The Investment Management Agreement entered into for outsourcing of the management of the SICAV as of 13 May 2014 between the Management Company and the Investment Manager in the presence of the SICAV provides that the Investment Manager shall not be liable to the Management Company for any loss suffered by the Management Company in connection with the performance or non-performance of the Investment Manager's duties hereunder or otherwise in connection with the subject matter of the Investment Management Agreement or any matter or thing done or omitted to be done by the Investment Manager in pursuance thereof other than by reason of any loss resulting directly to the Management Company and/or the SICAV from the fraud, gross negligence or willful default in the performance or non-performance by the Investment Manager, its officers, employees and agents of its/their obligations or duties under the Investment Management Agreement. Under the Investment Management Agreement, the Investment Manager shall not be liable for any default of any counterparty, bank, broker, depositary, sub-depositary or other entity which holds money, investments or other documents of title on behalf of the Management Company or with whom or through transactions on behalf of the Management Company are conducted unless such default occurs directly as a result of the Investment Manager's fraud, gross negligence or wilful default. Under the Investment Management Agreement, the Investment Manager is entitled to delegate or subcontract the investment management of the SICAV with the prior written approval of (i) the CSSF, (ii) the SICAV and (iii) the Management Company which shall also extend specifically to the modalities of the sub-delegation as defined in a separate sub-delegation agreement and provided further that the Investment Manager shall not be affected by the fact that it has delegated its functions and duties to third parties. The Investment Management Agreement shall continue in force for an indefinite period of time and may be terminated by (i) any party at any time upon providing 90 (ninety) days written notice to the other parties. The Investment Management Agreement may also be immediately terminated for cause by either party if: a) a party breaches its obligations under the Investment Management Agreement and such a breach insofar as it can be remedied or reversed is not cured within 30 (thirty) calendar days following receipt of written notice hereof from the respective other party; b) a party has become the subject of insolvency proceedings opened against it, or said party has applied for insolvency or composition proceedings, or if the opening of insolvency proceedings is refused due to lack of assets sufficient to cover the costs of such proceedings; c) a party has gone or shall go into liquidation; d) a party ceased to be authorised under applicable law/under the relevant agreement; e) upon termination of the Fund Management Company Agreement entered into between the SICAV and the Management Company, as may be amended from time to time. THE DISTRIBUTOR The Investment Manager will also act as Distributor of the SICAV s Shares pursuant to a distribution agreement. The Distributor will at all times comply with any obligations imposed by any applicable laws, rules and regulations and any applicable laws and regulations. 18

19 THE CENTRAL ADMINISTRATION The Management Company has appointed The Bank of New York Mellon (Luxembourg) S.A., as central administration registrar and transfer agent, paying agent and domiciliary agent of the SICAV pursuant to the Administration Agreement entered into for an unlimited period of time from the date of its signature, dated as of 19 May The Central Administration will act as central administration agent, registrar and transfer agent, paying agent and domiciliary agent for the SICAV and in such capacity will carry out all relevant duties related thereto for the SICAV, including the calculation of the Net Asset Value of the shares and the provision of accounting services to the SICAV. The Central Administration, as registrar and transfer agent for the SICAV, will carry out the checks in relation to anti money laundering and financing of terrorism and may request information necessary to establish the identity of a potential investor and the origin of subscription proceeds. Failure to provide documentation may result in a delay or rejection by the SICAV of any subscription or exchange or delay in pay-out of redemption of Shares by such investor. In the event of delay or failure by the applicant to produce any information required for verification purposes, the SICAV may refuse to accept the application and subscription monies relating thereto or may refuse to settle the redemption request until proper information has been provided. The Bank of New York Mellon (Luxembourg) S.A. is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg on December 15, 1998 and presently exists for an unlimited period of time. Its registered office is located at 2-4 rue Eugene Ruppert, Vertigo Building - Polaris, L Luxembourg, Grand Duchy of Luxembourg. Its share capital amounts to 74,831, THE DEPOSITARY The Depositary of the SICAV is The Bank of New York Mellon (Luxembourg) S.A.. Its main activity is to act as depositary of the SICAV. As such the Depositary will further, in accordance with Luxembourg laws and more particularly, the 2010 Law, among other things: ensure that the sale, issue, conversion, redemption and cancellation of Shares effected on behalf of the SICAV or by the SICAV are carried out in accordance with the 2010 Law and the Articles; ensure that in transactions involving the assets of the SICAV, the consideration is remitted to it within the usual time limits; ensure that the income of the SICAV is applied in accordance with its Articles. The Depositary may entrust all or part of the assets of the SICAV, in particular securities traded outside Luxembourg or listed on a stock exchange which is not a Luxembourg stock exchange, or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Depositary from time to time. To the extent required by the 2010 Law, the Depositary's liability shall not be affected by the fact that it has entrusted all or part of the assets in its safekeeping to a third party. The Depositary has been appointed as Depositary under the Depositary Agreement dated as of 13 May The Depositary Agreement between the SICAV and the Depositary contains provisions governing the responsibilities of the Depositary, of which the primary responsibility is the safekeeping of the cash and assets of the SICAV. The Depositary is liable to the SICAV for any loss suffered by the SICAV and the Shareholders, its officers, employees, agents, representatives as a result of its unjustifiable failure to perform its obligations or its improper performance of them, and/or negligence, wilful misconduct of fraud. The Depositary shall be entitled to be indemnified by the SICAV from any losses suffered in acting as Depositary other than losses, costs, damages and expenses (including reasonable properly incurred 19

20 legal fees) and liabilities for any claims, demands or actions arising as a result of its unjustifiable failure to perform its obligations or its improper performance of them, breach of the Depositary Agreement (to the extent such breach of the Depositary Agreement has not been contributed to by the actions or inactions of the SICAV, its directors, officers, servants, affiliates or agent(s), negligence, wilful misconduct or fraud). Under the terms of the Depositary Agreement, the Depositary may appoint delegates in relation to the SICAV s assets but the liability of the Depositary will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safe-keeping, as further described in such agreement. However, the SICAV and the Depositary acknowledge that the CSSF considers that in order to discharge its responsibility under the 2010 Law, the Depositary must exercise care and diligence in choosing and appointing such third party so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned and must maintain an appropriate level of supervision over the third party and shall make appropriate inquiries from time to time to confirm that the obligations of the third party continue to be competently discharged. This does not purport to be a legal interpretation of the 2010 Law. The Depositary Agreement may be terminated by either party upon ninety (90) calendar days notice in writing to the other party and may be terminated immediately in certain circumstances including (i) the winding-up or the appointment of an administrator, examiner or receiver to the other party, (ii) if a party is no longer permitted to perform its obligations pursuant to applicable law, (iii) the commission of any material breach of the provisions of the Depositary Agreement by the other party which has not been remedied within thirty (30) calendar days after service of written notice requiring it to be remedied or if the continued performance of the Depositary Agreement shall for any reason cease to be lawful. The Depositary Agreement may not be terminated by the Depositary or the SICAV until such time as a successor depositary, whose appointment and replacement as such has been approved by the CSSF is appointed to the SICAV or the SICAV s authorisation is revoked and the SICAV wound up. 20