Leland Thomson Reuters Private Equity Index Fund

Transcription

1 The Directors of DMS UCITS Corrib Platform ICAV (the ICAV ) whose names appear in the Directory of the Prospectus accept responsibility for the information contained in this Supplement. 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 Supplement and the Prospectus is in accordance with the facts and does not omit any material information likely to affect the import of such information. Leland Thomson Reuters Private Equity Index Fund (A sub-fund of DMS UCITS Corrib Platform ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with segregated liability between sub-funds with registration number C and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended)) SUPPLEMENT NO. 2 INVESTMENT MANAGER GOOD HARBOR FINANCIAL, LLC DATED 19 APRIL 2018 This Supplement forms part of, and should be read in the context of and together with, the Prospectus dated 19 April 2018 (the Prospectus ) in relation to the ICAV and contains information relating to the Leland Thomson Reuters Private Equity Index Fund which is a subfund of the ICAV

2 TABLE OF CONTENTS Definitions...3 The Fund...3 Investment Manager...4 Investment Objective and Policies...4 Risk Considerations...7 Investor Profile...8 Dividend Policy...8 Fees and Expenses...9 Subscription and Redemption of Shares General Additional Information For Investors In The United States of America

3 DEFINITIONS Any words or terms not defined in this Supplement have the same meaning given to them in the Prospectus. The Fund is established pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) ( UCITS Regulations ) and this Supplement will be construed accordingly and will comply with the applicable Central Bank guidance. Base Currency means USD; Business Day means: (i) (ii) a day on which (a) banks in Dublin, London and New York, and (b) the New York Stock Exchange and the London Stock Exchange, are open for business; or such other day or days as may be determined from time to time by the Directors; Dealing Day, being the day upon which redemptions and subscriptions occur, means (i) (ii) each Business Day; and / or any other day which the Directors have determined, subject to advance notice to all Shareholders in the Fund and provided there is at least one Dealing Day per fortnight; Fund means the Leland Thomson Reuters Private Equity Index Fund; Redemption Cut-Off Time means 12:00 noon Dublin time on the Business Day immediately preceding the relevant Dealing Day or such point as the Directors may determine in exceptional circumstances; Subscription Cut-Off Time means 12:00 noon Dublin time on the Business Day immediately preceding the relevant Dealing Day or such point as the Directors may determine in exceptional circumstances; Valuation Day means, in respect of each Dealing Day, the Business Day immediately preceding such Dealing Day, unless otherwise determined by the Directors; and Valuation Point means the closing time of the Chicago Mercantile Exchange on each Valuation Day or such other time as the Directors may determine in respect of the Fund from time to time and notify to Shareholders. For the avoidance of doubt, the time at which the Net Asset Value is determined will always be after the Subscription Cut-Off Time and the Redemption Cut-Off Time. THE FUND The Fund is a sub-fund of DMS UCITS Corrib Platform ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with segregated liability between sub-funds with registration number C The Fund offers 2 Classes, as set out below. The ICAV may also create additional Classes in the future with prior notification to, and clearance in advance by, the Central Bank. Share Class Class Currency Minimum Initial Subscription Minimum Additional Subscription Minimum Holding Retail (Class A) USD $5,000 $500 $5,000 Institutional (Class I) USD $100,000 $10,000 $100,

4 The Directors may, in their absolute discretion, waive the Minimum Initial Subscription, Minimum Additional Subscriptions and Minimum Holding for each Class of Shares. The Base Currency of the Fund is USD. INVESTMENT MANAGER The Manager has appointed Good Harbor Financial, LLC (the Investment Manager ) as investment manager of the Fund pursuant to the investment management agreement between the Manager and the Investment Manager dated 9 December 2016, as may be amended from time to time (the Investment Management Agreement ). The Investment Manager, having its registered office at 155 N Wacker Drive, Suite 1850, Chicago, IL 60606, is a limited liability company established in the US. The Investment Manager will be responsible for the provision of investment management services to the Manager in respect of the Fund. The Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940 in the USA. Pursuant to the Investment Management Agreement, the Investment Manager shall not, in the absence of wilful misconduct, fraud, bad faith or negligence in the performance or non-performance by the Investment Manager of its obligations or duties be under any liability to the Manager, the ICAV or any investor in the ICAV and is indemnified from and against any and all claims made or brought against or directly or indirectly suffered or incurred by the Investment Manager in the performance or non-performance of its obligations or duties. The Investment Management Agreement may be terminated at any time by the Investment Manager provided that at least ninety (90) days prior written notice has been given to the Manager. The Investment Management Agreement may be terminated by either party thereto by notice in writing to the other party on the grounds set out therein, including if at any time the other party shall: (a) commit any material breach of the Investment Management Agreement or commit persistent breaches of the Investment Management Agreement which is or are either incapable of remedy or have not been remedied within thirty (30) days of the other party serving notice upon the defaulting party requiring it to remedy same; or (b) be incapable of performing its duties or obligations under the Investment Management Agreement due to any change in law or regulatory practice; or (c) be unable to pay its debts as they fall due or otherwise become insolvent or enter into any composition or arrangement with or for the benefit of its creditors or any class thereof; or (d) be subject to the appointment of a liquidator, receiver, examiner, administrator, trustee, official assignee or similar officer in respect of its affairs or assets. The Investment Management Agreement shall automatically terminate if the ICAV s authorisation by the Central Bank is revoked or on termination of the Management Agreement. INVESTMENT OBJECTIVE AND POLICIES The investment objective of the Fund is to seek to provide investors with a return over the medium to long term which replicates an exposure to the performance of US private equity-backed companies. The Fund will seek to achieve this objective by tracking the performance (excluding dividends and interest) of the Thomson Reuters Private Equity Buyout Index (the Index ) (or such other index determined by the Directors from time to time as being able to track substantially the same market as the Index and which is considered by the Directors to be an appropriate index for the Fund to track, in accordance with the Prospectus) as closely as possible as reasonably practical, before fees and expenses, regardless of whether the Index level rises or falls, while seeking to minimise as far as possible the tracking error between the Fund s performance and that of the Index. Any determination by the Directors that the Fund should track another index at any time shall be subject to the provision of reasonable notice to Shareholders to enable any Shareholders who wish to do so to redeem their Shares prior to implementation of this change and the Supplement will be updated accordingly. The Index is composed of a combination of liquid, publicly listed equity securities which is designed to replicate the aggregate gross performance of US companies that have been invested in by private

5 equity funds, by tracking the performance of the Thomson Reuters Private Equity Buyout Research Index (the Research Index ). The Research Index is an index constructed using the valuations of privately owned US companies that have been funded by private equity funds. The Index seeks to mimic the risk and return characteristics of private equity-backed companies in the following economic sectors: (1) materials, industrials, energy and utilities, (2) consumer cyclicals, (3) healthcare, (4) technology, (5) financials and (6) consumer non-cyclical. The consumer cyclicals sector contains equity securities issued by companies such as car manufacturers and construction companies, whose performance tend to be aligned with general economic conditions because consumers purchase more of their products during generally good economic conditions and less in generally bad economic conditions. Non-cyclicals, by contrast are companies whose products are purchased by consumers regardless of general economic conditions, e.g. food and medical producers. The Index rules ensure a diversified exposure by providing that no one security can represent more than 4.5% of the Index. The Index provides a leveraged exposure to the performance of diversified baskets of representative, sector-specific US equities by applying a leverage factor which is calculated monthly to its component equity securities. The use of leverage in the Index is designed to bring the performance of the Index more closely into line with that of the Research Index, which is comprised of private equity-backed privately owned US companies which are typically more volatile than the publicly traded US equities comprised in the Index. This is due to a historically observed tendency for private equity-backed companies to have an amplified reaction to market changes (i.e. an overall decrease in market values of shares in publicly traded companies would be expected to cause a greater decrease in value for private equity-backed companies, with a similar but opposite effect during overall increases in market values of shares in publicly traded companies). The leverage factor is determined, in accordance with the Index rules, through the use of multiple systematic and non-discretionary financial models which use publicly available financial information, such as recent US equity market performance and volatility as well as US interest rates, to determine the level of leverage which will need to be applied to the Index s portfolio of publicly traded US equities in order for the performance of the Index to mirror that of the Research Index. The level of leverage included in the Index varies over time but has averaged 1.27 times the exposure to the publicly traded securities since the inception of the Index in 1997 and is subject to a minimum of 0 and a maximum of 2 times exposure. As a result of the application of the leverage factor, the level of the Index will, broadly speaking, be calculated as the performance of the publicly traded securities multiplied by the leverage factor. The Index rebalances on a monthly basis. Further information on the Index rules, components and performance of the Index may be obtained at: buyoutindex.pdf. In order to seek to achieve the Fund s investment objective, the Investment Manager will aim to invest in a portfolio that as far as possible and practicable, consists of the instruments which comprise the Index so as to fully replicate the Index. However, where full replication of the Index is not reasonably possible (for example as a result of the illiquidity or unavailability of certain Index Securities), in order to minimise tracking error, the Fund will utilise a sampling strategy in order to track the performance of the Index. In such circumstances, the Fund will invest in a portfolio of financial instruments that, insofar as possible and practical, consists of a representative sample of the components of the Index. Such financial instruments shall be liquid, publicly traded US equities and ADRs which are either components of the Index, or are determined by the Investment Manager to have substantially similar risk and return characteristics, in aggregate, as the components of the Index on the basis that they provide substantively the same exposure by industry and have substantially the same liquidity as Index securities. ADRs are negotiable certificates issued by U.S. banks which represent a specified number of shares which are traded on a US exchange. The equities and the ADRs which the Fund will invest in will be traded on Recognised Markets in the US. For the avoidance of doubt, the Fund will not invest directly in private equity funds or in equity securities issued by companies which are not traded publicly. Where the weighting of a particular constituent in the Index exceeds the UCITS investment restrictions, the Investment Manager will, as a priority objective look to remedy the situation taking into account the interests of Shareholders and the Fund

6 The Fund will also invest in total return swaps, which will be used to generate leverage to amplify the Fund s returns from its portfolio of equity investments in an attempt to track the performance of the Index more closely. Such total return swaps shall be in respect of baskets of liquid, publicly traded US equities and ADRs of the type described above or UCITS eligible, broad based US equity indices. The counterparties to swap transactions will be institutions subject to prudential supervision and belonging to categories approved by the Central Bank and will not have discretion over the assets of the Fund and portfolio transactions of the Fund will not require the approval of any counterparty or counterparties. The counterparty risk associated with the use of swaps by the Fund is set out in more detail under Derivative Risks Failure of Brokers, Counterparties and Exchanges in the Risk Considerations section of the Prospectus. The Fund s exposure to total return swaps will generally reflect the leverage factor of the Index and is expected to be 125% of Net Asset Value but may be up to a maximum of 200% of Net Asset Value. Details of any financial indices to which exposure is taken by the Fund will be provided to Shareholders in the Fund s semi-annual and annual accounts. The Fund may also invest in other collective investment schemes and ETFs, which shall be structured as collective investment schemes, which pursue a similar investment strategy or which facilitate the Investment Manager in effecting the investment strategy of the Fund in gaining exposure to the Index. The Fund may invest up to 10%, in aggregate, of its net assets in UCITS and/or eligible alternative investment funds. Alternative investment funds in which the Fund may invest will be domiciled in a Member State of the EEA, the United States of America, the Channel Islands or the Isle of Man. The Investment Manager continuously monitors the Fund s investment portfolio and makes adjustments as necessary to minimise performance differences with respect to the Index and to maximise liquidity. There can be no assurance that the Fund s investments will be successful or that the investment objectives of the Fund will be achieved. Investors should carefully assess the risks associated with an investment in the Fund. See Risks Considerations in the Prospectus and below. Index rebalancing and costs When the constituents of the Index change, the Fund will typically, to the extent that it is possible and practicable and to do so, seek to realign its exposure to more closely reflect that of the Index and thereby reduce its tracking error. Please refer to the Tracking Error section below. To realign the exposures in the Fund, securities must be bought and sold. This rebalancing will incur costs that are not reflected in the theoretical calculation of the Index return and may impact on the Fund s ability to provide returns consistent with those of the Index. Such costs can be direct or indirect and include, but are not limited to: transaction costs (such as brokerage fees), custody fees, exchange costs and commissions (including foreign exchange spreads), and stamp duty. Accordingly, the cost of rebalancing may impact on a Fund s ability to provide returns consistent with those of the Index. Tracking Error Tracking error is defined as the standard deviation of the difference in returns between Fund and the Index. The anticipated tracking error is based on the expected volatility of differences between the returns of the Fund and the returns of the Index. One of the primary drivers of tracking error is the difference between Fund holdings and Index constituents. Cash management and trading costs from rebalancing can also have an impact on tracking error as well as the return differential between the Fund and the Index. The impact can be either positive or negative depending on the underlying circumstances. In addition the Fund may also have a tracking error due to withholding tax suffered by the Fund on any income received from its investments. The level and quantum of tracking error arising due to withholding taxes depends on various factors such as any reclaims filed by the Fund with various tax authorities, any benefits obtained by the Fund under a tax treaty or any securities lending activities carried out by the Fund. The anticipated tracking error of the Fund is not a guide to future performance

7 At the date of this Supplement, the anticipated tracking error for the Fund in normal market conditions is up to 0.25%. Investment Restrictions Please refer to the Investment Restrictions at Appendix D of the Prospectus for further information with regard to investment restrictions of the Fund. Borrowing The Fund will be subject to the borrowing restrictions pursuant to the UCITS Regulations, as set out in the section entitled Borrowing Policy in the Prospectus. Leverage The Fund will be leveraged through the use of derivatives and its leverage will generally mirror the leverage factor of the Index. Consequently, in implementing its investment policy, the Fund is generally not expected to be leveraged above 200% of its Net Asset Value but this may be higher from time to time. For the purposes of this disclosure, leverage is investment exposure gained through the use of FDIs. It is calculated using the sum of the notional values of all of the FDIs held by the Fund, without netting. The Investment Manager uses a methodology known as Absolute Value at Risk ( Absolute VaR ) in order to measure the global exposure of the Fund on a daily basis and manage the potential loss to them due to market risk. The VaR methodology measures the potential loss to the Fund at a particular confidence (probability) level over a specific time period and under normal market conditions. The Investment Manager uses a one-tailed 99% confidence level, a one day holding period and a historical observation period of not less than one year for the purposes of carrying out this calculation and the Absolute VaR of the Fund on any day may not exceed 4.47% of the Net Asset Value of the Fund The ICAV on behalf of the Fund has filed with the Central Bank its risk management process which enables it to measure, monitor and manage the various risks associated with the use of FDI. Any FDI not included in the risk management process will not be utilised until such time as a revised submission has been provided to the Central Bank. The ICAV will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments. Investors should refer to the Use of Leverage sub-section in the Risk Considerations section of the Prospectus. RISK CONSIDERATIONS There can be no assurance that the Fund s investments will be successful or that the investment objectives of the Fund will be achieved. Investors should be aware of the risks of the Fund including, but not limited to, the risks described in the Risk Considerations section of the Prospectus and below. An investment in the Fund is suitable only for persons who are in a position to take such risks. An investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. Private Equity Investing Risk The Fund seeks to generate returns that mimic the returns of U.S. private equity-backed companies as measured by the Index. Because investing in private companies inherently carries a degree of risk, including the risk that a company will fail, the returns of the private equity industry may be subject to greater volatility than the returns of more established publicly traded companies. As a result, the Fund's returns also may experience greater volatility than a direct or indirect investment in more established public companies. The Fund does not invest in private equity funds nor does it invest directly in the companies funded by private equity funds

8 Index Sampling Risk Where it is inefficient or impracticable for the Fund to hold all of the component securities of the Index (an indexing strategy called full replication ), the Fund may instead uses an index sampling process of selecting securities. Where this replication strategy is employed, the Fund will hold a representative sample of securities which will, as closely as possible, replicate the full Index in terms of key risk factors and other characteristics. These factors include price/earnings ratio, industry weights, country weights, market capitalisation, dividend yield, and other financial characteristics of stocks. While the Fund keeps exposures within tight boundaries compared with that of the Index, there is the risk that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Index. Index Tracking Risk The Fund is not expected to track or replicate the performance of the Index with perfect accuracy at all times. The Fund is, however, expected to provide investment results that, before expenses, generally correspond to the performance of the Index. Although the Investment Manager will regularly monitor the level of correspondence between the performance of the Fund and the performance of the Index (i.e. the tracking accuracy ), there can be no assurance that the Fund will achieve any particular level of tracking accuracy. The annual and semi-annual reports of the ICAV will disclose the level of tracking accuracy for the Fund over the relevant periods. The annual report of the ICAV will also provide an explanation of any divergence between anticipated and realised tracking error for the relevant period. EU Benchmark Regulation On 1 January 2018, the regulation requiring further transparency on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds (the EU Benchmark Regulation ) came into force. In accordance with the EU Benchmark Regulation, the Manager maintains an index contingency plan (the Index Contingency Plan ) setting out the actions to be taken in the event that a benchmark changes materially or ceases to be provided. Actions taken by the Manager, the ICAV or the Fund on the foot of the Index Contingency Plan may result in changes to the investment objectives or investment policies of the Fund, which may have an adverse impact on the value of an investment in the Fund. Any such changes will be implemented in accordance with the requirements of the Central Bank and the terms of the Prospectus and this Supplement. INVESTOR PROFILE The ICAV has been established for the purpose of investing in transferable securities in accordance with the UCITS Regulations. Typical investors in the Fund are expected to be institutional, retail, high net worth individuals and family offices, which are prepared to accept the risks associated with an investment of this type. DIVIDEND POLICY The Fund intends to declare distributions on Shares in respect of each financial year, out of the net revenue of the Fund (i.e. all interest, dividends and other income less the Fund s accrued expenses), for that financial year. Dividends will normally be declared annually in December and/or such other times as the Manager deems appropriate with a view to the same being paid in December to the Shareholder s account by way of electronic transfer. Any dividend which is unclaimed for six years or more from the date of its declaration shall, at the discretion of the Manager, be forfeited and shall become the property of the Fund

9 FEES AND EXPENSES Investors should refer to the section Fees and Expenses in the Prospectus for details of certain fees and expenses payable in respect of the ICAV and the Fund. The following additional fees and expenses apply in respect of the Fund. Investment Management Fees The Investment Manager will receive a management fee (the "Investment Management Fee") in respect of each class of up to the amount set out in the table below for management services to the Fund. The Investment Management Fee is accrued daily and paid monthly, in arrears. Share Class Maximum Annual Investment Management Fee Retail (class A) 1.65% Institutional (class I) 1.10% For purposes of calculating the Investment Management Fee for any Business Day, the Net Asset Value of the Fund attributable to a class is determined by or under the direction of the Directors, based on the Fund's Net Asset Value as of the close of the prior Business Day adjusted to reflect any applicable redemptions and subscriptions. In addition, the Fund may issue Shares of a separate Class that may calculate the Investment Management Fee differently or charge a lower Investment Management Fee. Platform Fees In respect of its provision of management, administration, depositary, audit and other services to the Fund, the Manager will receive a fee (the Platform Fee ) on a sliding scale at a maximum rate of 0.30% of the Net Asset Value of the Fund. This is subject to an annual minimum fee of 175,000 for the first 12 months from authorization date and 200,000 thereafter The Platform Fee will accrue at each Valuation Point and is paid monthly in arrears together with reasonable vouched out of pocket expenses incurred by the Manager in the performance of its duties. The Manager is responsible for paying the fees of the Directors, Administrator, Depositary, Auditors (for the annual audit only) and the establishment costs of the Fund out of the Platform Fee. Expenses The Fund pays all of its own operating expenses (excluding fees and expenses covered by the Platform Fee) which may be incurred by the Fund, the ICAV, the Investment Manager or their respective affiliates, including, but not limited to, the following expenses: (i) external legal, accounting, and other professional expenses (ii) certain insurance expenses; (iii) expenses of the Administrator, Depositary and Auditors on behalf of the Fund; (iv) research expenses (including research-related travel), (v) sub-custodial fees and expenses, (vi) the cost of valuation services; (vii) the cost of preparing, printing, publishing, translating and distributing (in such languages as may be necessary) prospectuses, supplements, annual reports, financial statements, notices and other documents or information to current and prospective Shareholders (including the costs of developing and enhancing computer software and electronic transmission techniques to distribute such documents or information), (viii) the expense of publishing price and yield information in relevant media, (ix) the costs and expenses of obtaining and / or maintaining bank services; (x) the costs and expenses of obtaining and / or maintaining authorisations or registrations with the regulatory authorities in any jurisdiction, including any levy applied by the Central Bank; (xi) the cost of listing and maintaining a listing on any stock exchange, (xii) marketing and promotional expenses; (xiv) all expenses arising in respect of the termination or liquidation of the ICAV or the Fund; (xv) litigation or other extraordinary expenses; (xvii) investment expenses such as commissions and brokerage fees (including fees related to negotiation of commissions and brokerage fees); (xviii) interest on margin accounts and other indebtedness; (xix) taxes, including without limitation, withholding, net income, franchise, valued added, stamp and transfer taxes, along with any interest and penalties thereon or other additions to

10 such taxes and (xx) other expenses related to the purchase, sale, monitoring or transmittal of the Fund s assets as will be determined by the Board of Directors in its sole discretion. Sales Charge There will be no sales charge applicable to the Fund. Redemption Charge There will be no redemption charge applicable to the Fund. Anti-Dilution Levy The actual cost of purchasing and selling investments may be higher or lower than the value used in calculating the Net Asset Value. These costs may include dealing charges, commission and transaction charges and the dealing spread and may have a materially disadvantageous effect on a Shareholder s interest in the Fund. To prevent this effect, known as dilution, the Fund may charge an anti-dilution levy in the circumstances set out in the following paragraph. On any Dealing Day where there are net subscriptions or net redemptions, the Directors may determine (based on such reasonable factors as they see fit, including without limitation, the prevailing market conditions and the level of subscriptions or redemptions requested by Shareholders or potential Shareholders in relation to the size of the Fund) to add an anti-dilution levy to the subscription price on that Dealing Day or deduct an anti-dilution levy from the redemption payments, in each case not to exceed five percent (5%) of Net Asset Value of the Shares being issued or redeemed, in order to cover dealing costs and to preserve the value of the underlying assets of the Fund. SUBSCRIPTION AND REDEMPTION OF SHARES Eligible Investors Subject to the Transfer of Shares section of the Prospectus, applicants will be obliged to certify either that they are not U.S. Persons or that they are both (i) an accredited investor (as defined in Rule 501(a) of Regulation D under the 1933 Act) in reliance on the private placement exemption from the registration requirements of the 1933 Act provided by Section 4(2) thereof and Regulation D thereunder and (ii) a qualified eligible person (as defined in CFTC Regulation 4.7). The ICAV and the Administrator reserve the right to reject in whole or in part any application for Shares. Where an application for Shares is rejected, the subscription monies will be returned to the applicant within fourteen (14) days of the date of such application in accordance with local anti-money laundering and similar laws at the applicant s cost and risk and no interest or other compensation will be payable in respect of such returned monies. Minimum Subscription The minimum initial and additional subscription for each class of Share is set out on page 4 of this Supplement, unless otherwise determined by the ICAV. Minimum Holding A Shareholder may not make a partial redemption of Shares which would result in less than the minimum holding amount, specified for the relevant class of Shares in the table above, (or its Class Currency equivalent) unless otherwise determined by the ICAV. In the event that a Shareholder requests a partial redemption of their Shares which would result in such Shareholder holding less than the minimum holding amount above, the ICAV may, in its sole discretion (a) treat such redemption request as a redemption of the relevant Shareholder s entire holding of the relevant Class of Shares; (b) reject such partial redemption request; or (c) accept such

11 partial redemption request. Shareholders will be notified before or after the relevant Dealing Day in the event that the ICAV determines to (i) treat such redemption request as a redemption of the relevant Shareholder s entire holding of the relevant Class of Shares or (ii) reject such partial redemption request. Where the value of a Shareholder s Shares has fallen below the minimum holding requirement due to a decline in the Net Asset Value of the Fund or an unfavourable change in currency rates, this will not be considered to be a breach of the minimum holding requirement. Applications for Shares The initial offer period (the Initial Offer Period ) in respect of each of the Classes has now closed. Shares in each Class will be issued on the relevant Dealing Day at the relevant Net Asset Value per Share for the applicable Class on the terms and in accordance with the procedures described herein. Subscription monies must be paid in the Class Currency and must be paid by wire transfer to the bank account specified in the Subscription Agreements. Applications for Shares should be made by written application using the Subscription Agreement available from the Administrator. Subscription Agreements, duly completed, should be sent to the Administrator, in accordance with the instructions contained in the Subscription Agreement, prior to the Subscription Cut-Off Time. Subscription Agreements may be sent by facsimile or by any electronic means as deemed acceptable by the Administrator. Subsequent purchases of Shares, following an initial subscription pursuant to a properly completed Subscription Agreement, may be made by completing and submitting an Additional Subscription Agreement to the Administrator. Additional Subscription Agreements may be sent by facsimile or by any electronic means as deemed acceptable by the Administrator. During the Initial Offer Period, cleared funds representing the initial offer price must be received by the ICAV by the final Business Day of the Initial Offer Period. After the Initial Offer Period, cleared funds representing the subscription monies must be received by the ICAV by the third Business Day following the relevant Dealing Day (or such other period as the Directors may determine). If cleared funds representing the subscription monies are not received by the ICAV by the third Business Day following the relevant Dealing Day, or such other day as is determined by the Directors from time to time, the Directors reserve the right to reject the subscription and / or cancel the provisional allotment of Shares, as appropriate. In such an event the investor will indemnify the ICAV, the Manager, the Investment Manager, the Administrator and any of their respective affiliates for any and all claims, losses, liabilities or damages (including attorneys fees and other related out-of-pocket expenses) suffered or incurred by any such person as a result of the investor not remitting the amount of its subscription by the due date for such subscription or otherwise failing to comply with the terms of such Subscription Agreement. In the event that the Directors decide not to cancel a provisional allotment of Shares notwithstanding that cleared funds have been received by the ICAV after the relevant cut-off time, the Directors reserve the right to charge interest on such subscription monies at prevailing interest rates commencing on the fourth Business Day following the relevant Dealing Day. In addition, upon the failure of a Shareholder to pay subscription monies by the date due, the Directors may, in their sole discretion, redeem any Shares held by the Shareholder in the Fund and apply the redemption proceeds in satisfaction of the Shareholder s liabilities to the ICAV, the Manager, the Investment Manager or any of their respective affiliates pursuant to the indemnity described above. Please see Mandatory Redemption of Shares, Forfeiture of Dividend and Deduction of Tax in the Redemption of Shares section of the Prospectus. The ICAV may, in its sole discretion, reject any subscription in whole or in part without reason. Shares will be issued on the terms and in accordance with the procedures described in the Prospectus. Redemption Applications If Redemption Applications on any Dealing Day exceed 10% of the Net Asset Value of the Fund, or such higher percentage as the Directors may determine in their sole discretion in respect of any Dealing Day (the "Gate Amount"), the ICAV may (i) reduce all such Redemption Applications pro rata

12 (in accordance with the size of the Redemption Applications so that Shares redeemed on such Dealing Day, in aggregate, represent only the Gate Amount) and (ii) defer Redemption Applications in excess of the Gate Amount to subsequent Dealing Days, subject to any Gate Amount applicable on any such Dealing Day. On the Dealing Day following the application of a Gate Amount, all redemption requests will be dealt with on a pro rata basis should the gate continue to apply. Except at the sole discretion of the ICAV, any such deferred Redemption Application may not be revoked. Shareholders may request that Shares be redeemed on any Dealing Day by completing and submitting a Redemption Application to the Administrator in accordance with the procedures set out in the Prospectus. Redemption Applications will generally not be accepted after the Redemption Cut-Off Time. Redemption Applications received after the relevant Redemption Cut-Off Time will be held over until the next applicable Dealing Day, unless the Directors determine in their sole discretion, in exceptional circumstances and where such Redemption Applications are received before the earliest relevant Valuation Point, to accept such Redemption Applications on the relevant Dealing Day. Shares will be redeemed at the applicable Net Asset Value per Share on the Dealing Day as of which the redemption is effected, subject to any applicable fees associated with such redemption. Subject to any provisions contained herein, distributions in respect of redemptions will be paid in full (on the basis of unaudited data) in the applicable Class Currency of the Shares being redeemed normally within three Business Days after the relevant Dealing Day and in any event will not exceed ten (10) business days following the Redemption Cut-Off Time providing all required anti-money laundering documentation has been received by the Administrator. All payments will be made by transfer to the bank account previously designated by Shareholders for such purpose. The Administrator is regulated by the Central Bank, and must comply with the measures provided for in the Criminal Justice (Money Laundering & Terrorist Financing) Acts 2010 and 2013, which are aimed towards the prevention of money laundering. In order to comply with these anti-money laundering regulations, the Administrator will require from any subscriber or Shareholder a detailed verification of the identity of such subscriber or Shareholder, the identity of the beneficial owners of such subscriber or Shareholder, the source of funds used to subscribe for Shares, or other additional information which may be requested from any subscriber or Shareholder for such purposes from time to time. The Administrator reserves the right to request such information as is necessary to verify the identity of an applicant and where applicable, the beneficial owner. The subscriber recognizes that the Administrator, in accordance with their anti-money laundering ( AML ) procedures, reserves the right to prohibit the movement of any monies if all due diligence requirements have not been met, or, if for any reason feels that the origin of the funds or the parties involved are suspicious. In the event that the movement of monies is withheld in accordance with the Administrator s AML procedures, the Administrator will strictly adhere to all applicable laws, and shall notify the Fund as soon as professional discretion allows or as otherwise permitted by law. No redemption payment may be made to a Shareholder, or transfer of Shares completed, until the Subscription Agreement and all documentation required by the Administrator, including any document in connection with any anti-money laundering procedures have been completed, sent to and received by the Administrator. GENERAL The other sub-fund of the ICAV is the ABR Dynamic Blend Equity and Volatility Fund. THE FUND (THE PRODUCT ) IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY THOMSON REUTERS (MARKETS) LLC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES ( THOMSON REUTERS ). THOMSON REUTERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THE PRODUCT(S) OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN SECURITIES GENERALLY OR IN THE PRODUCT(S) PARTICULARLY OR THE ABILITY OF THE THOMSON REUTERS PRIVATE EQUITY BUYOUT INDEX (THE INDEX ) TO TRACK GENERAL MARKET PERFORMANCE

13 THOMSON REUTERS ONLY RELATIONSHIP TO THE PRODUCTS(S) AND CEDAR CAPITAL, LLC (THE LICENSEE ) IS THE LICENSEE OF THE INDEX, WHICH IS DETERMINED, COMPOSED AND CALCULATED BY THOMSON REUTERS OR ITS LICENSORS WITHOUT REGARD TO THE LICENSEE OR THE PRODUCT(S). THOMSON REUTERS HAS NO OBLIGATION TO TAKE THE NEEDS OF THE LICENSEE OR THE OWNERS OF THE PRODUCT(S) INTO CONSIDERATION IN CONNECTION WITH THE FOREGOING. THOMSON REUTERS IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE PRODUCT(S) TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THE PRODUCT(S) IS TO BE CONVERTED INTO CASH. THOMSON REUTERS HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE PRODUCT(S). THOMSON REUTERS DOES NOT GUARANTEE THE QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. THOMSON REUTERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. THOMSON REUTERS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THOMSON REUTERS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES

14 ADDITIONAL INFORMATION FOR INVESTORS IN THE UNITED STATES OF AMERICA US Persons, as defined in Regulation S (see below), are permitted to invest in the Fund, subject to the following limitations: Each US Person investor shall be an accredited investor as defined in Regulation D promulgated by the SEC There shall be no public offering of Shares within the US There shall be no more than 99 US Person investors (across all Classes) in the Fund at any time. Definition of US Person and Non-US Person A. Regulation S Definition of US Person (1) US Person means: (a) (b) (c) (d) (e) (f) (g) (h) any natural person resident in the United States; any partnership or corporation organised or incorporated under the laws of the United States; any estate of which any executor or administrator is a US Person; any trust of which any trustee is a US Person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and any partnership or corporation if: (i) (ii) organised or incorporated under the laws of any foreign jurisdiction; and formed by a US Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the 1933 Act) who are not natural persons, estates or trusts. (2) Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-us Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States will not be deemed a US Person. (3) Notwithstanding (1) above, any estate of which any professional fiduciary acting as executor or administrator is a US Person will not be deemed a US Person if: (a) (b) an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with respect to the assets of the estate; and the estate is governed by foreign law

15 (4) Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a US Person will not be deemed a US Person if a trustee who is not a US Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person. (5) Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country will not be deemed a US Person. (6) Notwithstanding (1) above, any agency or branch of a US Person located outside the United States will not be deemed a US Person if: (a) (b) the agency or branch operates for valid business reasons; and the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. (7) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans will not be deemed US Persons. B. Under the Commodity Exchange Act, a Non-United States Person is defined as: (1) a natural person who is not a resident of the United States; (2) a partnership, corporation or other entity, other than an entity organised principally for passive investment, organised under the laws of a foreign jurisdiction and which has its principal place of business in a foreign jurisdiction; (3) an estate or trust, the income of which is not subject to United States income tax regardless of source; (4) an entity organised principally for passive investment such as a pool, investment company or other similar entity; provided, that units of participation in the entity held by persons who do not qualify as Non-United States Persons or otherwise as qualified eligible persons represent in the aggregate less than 10% of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States Persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the CFTC s regulations by virtue of its participants being Non-United States Persons; and (5) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business outside the United States. C. Under the Code and the Treasury Regulations promulgated thereunder, a US Person is defined as: (1) an individual who is a US citizen or a US resident alien. Currently, the term resident alien is defined to generally include an individual who (i) holds an Alien Registration Card (a green card ) issued by the US Immigration and Naturalization Service or (ii) meets a substantial presence test. The substantial presence test is generally met with respect to any current calendar year if (i) an individual is present in the US on at least 31 days during such year and (ii) the sum of (A) the number of days on which such individual is present in the US during the current year, (B) 1/3 of the number of such days during the first preceding year, and (C) 1/6 of the number of such days during the second preceding year, equals or exceeds 183 days; (2) a corporation or partnership created or organised in the United States or under the law of the United States or any state;

16 (3) a trust where (i) a US court is able to exercise primary supervision over the administration of the trust and (ii) one or more US Persons have the authority to control all substantial decisions of the trust; and (4) an estate that is subject to US tax on its worldwide income from all sources