TREMBLANT LONG UCITS FUND

Transcription

1 The Directors of Tremblant UCITS Fund 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. TREMBLANT LONG UCITS FUND (A sub-fund of Tremblant UCITS Fund ICAV, an Irish collective asset management vehicle constituted as an umbrella fund with segregated liability between sub-funds 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. 1 INVESTMENT MANAGER TREMBLANT CAPITAL LP DATED 23 DECEMBER 2015 This Supplement forms part of, and should be read in the context of and together with, the Prospectus dated 23 December 2015 (the Prospectus ) in relation to the ICAV and contains information relating to the Tremblant Long UCITS Fund which is a sub-fund of the ICAV. Save as disclosed in this Supplement, there has been no significant change and no significant new matter has arisen since publication of the Prospectus

2 TABLE OF CONTENTS Definitions...3 The Fund...4 Investment Objective and Policies...6 Risk Considerations Dividend Policy Fees and Expenses Subscription and Redemption of Shares United States Taxation

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 Notices. Base Currency means USD; Business Day means: (i) (ii) a day on which (a) the banks in Dublin and (b) the New York 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) Every Friday which is also a Business Day; 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; Emerging Market Country means a country categorised as such by the MSCI Emerging Markets Index; Fund means Tremblant Long UCITS Fund; Redemption Cut-Off Time means 12 noon (Irish time) five Business Days prior to the relevant Dealing Day or such point as the Manager may determine in exceptional circumstances; Subscription Cut-Off Time means 12 noon (Irish time) on the Business Day immediately preceding the relevant Dealing Day or such point as the Manager may determine in exceptional circumstances; Valuation Day means each Dealing Day and the last Business Day of the calendar year, unless otherwise determined by the Directors; and Valuation Point means close of business on the relevant Dealing Day in relevant markets or such other time as the Directors may determine in respect of the Fund from time to time and notify to Shareholders; provided that (a) in the case of transferable securities and listed FDI, the Valuation Point will be such time on a Dealing Day after the Redemption Cut-Off Time or Subscription Cut-Off Time, as the case may be, which reflects the close of business on the markets relevant to such assets and liabilities or such other time as the Directors may determine from time to time and notify to Shareholders, (b) in the case of OTC FDI, the Valuation Point will be the close of business on the Dealing Day or such other time as the Directors may determine from time to time and notify to Shareholders and (c) for the avoidance of doubt, the time at which the Net Asset Value is determined will always be after the Redemption Cut-Off Time or Subscription Cut-Off Time, as the case may be

4 THE FUND The Tremblant Long UCITS Fund is a sub-fund of Tremblant UCITS Fund ICAV, an Irish collective asset-management vehicle constituted as an umbrella fund with segregated liability between subfunds. The ICAV offers ten classes of Shares in the Fund as set out below. The ICAV may also create additional classes of Shares in the Fund in the future with prior notification to, and clearance in advance by, the Central Bank. Share Class Description Class Currency Investment Management Fee Performance Fees Minimum Initial Subscription Minimum Additional Subscription Minimum Holding Class T USD USD N/A N/A $250,000 $10, Shares Class A USD USD 1.0% Class A GBP (Hedged) Class A EUR (Hedged) GBP 1.0% EUR 1.0% N/A N/A N/A $250,000 $10, Shares 250,000 10, Shares 250,000 10, Shares Class B USD USD 1.5% N/A $250,000 $10, Shares Class B GBP (Hedged) Class B EUR (Hedged) GBP 1.5% N/A 250,000 10, Shares EUR 1.5% N/A 250,000 10, Shares Class C USD USD 1.0% 20.0% above benchmark as described herein $250,000 $10, Shares Class C GBP (Hedged) Class C EUR (Hedged) GBP 1.0% 20.0% above benchmark as described herein EUR 1.0% 20.0% above benchmark as described herein 250,000 10, Shares 250,000 10, Shares The Base Currency of the Fund is USD. Where a class is denominated in a currency other than the Base Currency, the currency exposure of that class to the Base Currency of the Fund may be hedged to the relevant Class Currency using currency instruments including currency spot and currency forward contracts. The Investment Manager may, from time to time and at its sole discretion, rebate any or all of its fees to some or all Shareholders

5 Although hedging strategies may not necessarily be used in relation to each Class within the Fund (e.g., classes with a Class Currency that is the same as the Base Currency), the financial instruments used to implement such strategies will be assets/liabilities of the Fund as a whole. However, such transactions will be clearly attributable to the relevant Class and the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant Class. The Investment Manager will limit hedging to the extent of the Hedged Class Shares currency exposure, and the Investment Manager will monitor such hedging so that it does not exceed 105% of the NAV of each relevant Class of Shares and will adjust such hedging appropriately in the event that it does exceed this limit. The Investment Manager will also review such hedging with a view to ensuring that positions materially in excess of 100% of the Net Asset Value of the relevant Class are not carried over from month to month. The currency exposure of the Fund arising from the assets held by the Fund and also the currency hedging transactions entered into by the Fund (other than with respect to a Class of Shares) will not be allocated to separate Classes and will be allocated pro rata to all Classes of the Fund. Where currency hedging transactions are entered into in respect of a Class, the currency exposure arising from such transactions will be for the benefit of that Class only and may not be combined with or offset against the currency exposure arising from transactions entered into in respect of other Classes whether such exposure is attributable to transactions entered into at the Class or Fund level. The periodic reports of the Fund will indicate how hedging transactions have been utilised

6 INVESTMENT OBJECTIVE AND POLICIES The investment objective of the Fund is to achieve superior, risk-adjusted returns that outperform global equity markets in the long-term. There is no assurance that such objective will be achieved. In order to achieve this objective, the Investment Manager employs a fundamental and research driven approach, as set out in further detail in the Investment Process section below to investing in which returns are generated by security selection in long equity and equity-related securities (including short calls and put options, swaps, contracts for difference (CFDs), American Depositary Receipts (ADRs) and futures). The Investment Manager seeks to invest in companies which it determines to be compelling investments based on a thorough understanding of the companies business and financial models. These investments and the Fund s overall portfolio are managed within specified risk guidelines (as set out below). While the Fund will not have any specific geographic focus it is expected that typically between 55% and 75% of the Fund s Net Asset Value will be invested in North American securities, although the Fund may, in the Investment Manager s sole discretion, exceed or not reach such percentages. The Fund may invest in excess of 20% of Net Asset Value in Emerging Market Countries. Investment in Emerging Market Countries may carry custodial and registration risks. Please refer to the section of the Prospectus entitled Risk Considerations, and in particular Investing in Emerging Market Securities and Country Risks which summarise certain risks (including custodial and registration risk) of investing in Emerging Market Countries. An investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The Fund may seek exposure to a country or region outside of the United States through investment American Depositary Receipts (ADRs), that are listed or traded on a stock exchange or market that is located in the United States. The Fund will have no sectoral focus but will typically target large or mid-cap companies for investment. However, the Fund may invest up to 25% of its Net Asset Value in small-cap companies. The Fund will invest primarily in a portfolio of equity securities and shall typically have Gross Equity Exposure (as explained in the Portfolio and Risk Management section below) less than 100%, excluding currency hedges. Individual positions generally do not exceed 8% of the Fund s Net Asset Value. The Fund may, in the Investment Manager s sole discretion, exceed such percentages. While the Fund will invest primarily in long equity and equity related securities, the Fund may also use financial derivative instruments. Equity swaps, CFDs, rights (which provide the holder with the right, but not the obligation, to buy a specified number of a company s common stock at a predetermined price within a particular timeframe), participatory notes (which are transferable securities issued by banks or broker-dealers that are designed to replicate the performance of certain issuers and markets by giving exposure to the performance of specific stocks that the Fund may not be able to invest in directly because of inefficiencies or local holding restrictions and which may embed derivatives and/or leverage), and call options (including short call options) may be used for investment and efficient portfolio management purposes. The Fund shall invest in total return swaps on UCITS eligible underlying instruments in which the investment policies of the Fund would otherwise allow investment. 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. Portfolio transactions of the ICAV do not require the approval of any counterparty or counterparties. The counterparty risk associated with the swaps is set out in more detail in Prospectus at Risk Considerations Derivative Risks Failure of brokers, counterparties and exchanges. Where the Fund undertakes a long total return swap in respect of equities, it will obtain a return which is based principally on the performance of the underlying assets of the swap minus the financing charges agreed with and paid to the counterparty in exchange for a fixed rate agreed between the parties. Such swap arrangements involve the Fund taking on the same market risk as it would have if it held the underlying assets of the swap itself and the return sought is the same financial rewards as if the Fund held the underlying security or index, plus or minus the financing costs that would have occurred had the transaction been fully funded from the outset. For hedging purposes and efficient portfolio management, the Fund may use futures (including equity futures, futures on equity indices and options on futures), swaps (equity swaps and currency swaps),

7 currency spots and forwards, options (including equity put options on single name and market indices)), and/or synthetic shorting of UCITS eligible indices, Exchange Traded Funds (ETFs) or baskets of securities, however, the Investment Manager does not anticipate synthetically shorting any single name securities. For these purposes, synthetic short positions are generally investments in derivative instruments made by the Investment Manager to hedge risk or enhance returns in anticipation of the underlying reference asset or security declining in value. Currency spots and currency forwards may be utilised for share class currency hedging purposes. Further detail on the financial derivative instruments in which the fund may invest are set out in the Prospectus in the section entitled Risk Considerations Derivative Risks. The underlying instruments of any such FDI shall be those to which the Fund s investment policies would otherwise permit the Fund to obtain exposure. As set out above, the Fund may utilise synthetic short positions on UCITS eligible indices, ETFs and baskets of securities (being a subset of securities grouped together to reflect that performance of a particular over market) for hedging purposes to mitigate macro or overall market value risks. The Fund s net market exposure may vary in time and range from 0% to a maximum net long position of 100% of the Net Asset Value of the Fund, depending on the Investment Manager s analysis of the prevailing market conditions and considered in light of the investment objective of the Fund. The Fund s exposures will at no time result in the Fund being in a net short position. The Fund may invest directly in 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. The Fund may also invest in participatory notes, which are freely transferable securities issued by banks or broker-dealers that are designed to replicate the performance of certain issuers and markets by giving exposure to the performance of specific stocks that the Fund may not be able to invest in directly because of local holding restrictions affecting such stocks in the jurisdiction of their issue. Participatory notes may be used to access stocks in India, as well as other emerging market countries. Investment Process The Investment Manager invests in companies which it deems compelling investments, and takes a multi-year perspective in many cases. The Investment Manager s typical investment approach is driven by disciplined fundamental research which includes a thorough understanding of the business and financial models in which a company operates. Analysis of Business Model The Investment Manager evaluates potential investment opportunities based on a strategic business analysis of a company, which typically includes an assessment of its industry dynamics, quality of management, long-term growth prospects, supplier and buyer power, raw material supply chain, pricing and competitive landscape. The Investment Manager employs a combination of research methods including but not limited to on-site meetings with company management teams proprietary and external research, including industry publications and broker research reports, with an objective to assess the ability of a company to succeed based on its business model. Analysis of Financial Model The financial analysis generally includes an assessment of cash flows, return on capital, quality of earnings, valuation and other relevant factors. The assessment of cash flows and return on capital normally involves a rigorous financial analysis to determine whether the company is generating or losing cash and whether the company is creating or destroying economic value for its shareholders. Further, the Investment Manager places high importance on the quality of earnings of a company, which is determined by an evaluation of a company s accounting practices as compared to its industry peers, as well as changes in accounting assumptions. Valuation involves an analysis of whether the market price of the security accurately reflects the true value of the underlying company. The investment process thus aims to achieve a stock selection such that long positions are taken in securities where an underlying company exhibits positive characteristics on one or more of the above

8 parameters and short positions are taken in securities where an underlying company exhibits negative characteristics on one or more of the above parameters. Portfolio and Risk Management An important factor used by the Investment Manager to evaluate an investment opportunity is quality of earnings as an indicator of a company s true performance. Similarly, the Investment Manager believes that quality of returns is an indicator of a portfolio s true performance. Over-concentration in positions, specific industries, certain geographies, illiquid securities and other types of poor risk management may result in near-term outperformance, but will inevitably cause a correction in the portfolio. The Investment Manager seeks to provide superior quality of returns in comparison to the MSCI Daily TR Net World USD Index, NDDUWI, through adherence to certain risk management parameters. The MSCI Daily TR Net World USD Index, NDDUWI aims to capture the performance of large and mid-cap equities across selected developed market countries. The Fund also anticipates a typical focus on large or mid-cap companies for investment in the developed North American market. Specifically, the following risk parameters apply: - Analysis: A rigorous and disciplined fundamental approach to investment selection; - Concentration: Select number of positions where individual positions generally do not exceed 8%; - Gross Equity Exposure: Typically less than 100%; - Issuer Capitalisation: Generally large/mid-sized market capitalisation companies. For these purposes, mid-sized market capitalisation companies are those which, at the time of investment, have a market capitalisation of between $2 billion and $10 billion. Large market capitalisation companies are those with a market capitalisation of over $10 billion and over; and - Liquidity: Liquidity is a factor in evaluating the risk/reward of an investment and is analyzed to meet its potential redemption obligations of the Fund. Gross Equity Exposure is calculated using the market value of equity securities and options and the notional value (ie the total value of the underlying assets) of equity swaps, CFDs, and equity futures. The Fund may engage in the sale and repurchase of securities for efficient portfolio management purposes only, as described in Appendix C of the Prospectus. During periods of adverse market or economic conditions or at other times deemed advisable by the Investment Manager, the Fund may hold a significant portion of its assets in money market instruments, which may comprise cash, fixed term deposits, fixed and floating rate instruments of investment grade rating including (but not limited to) certificates of deposit, banker acceptances, freely transferable promissory notes, commercial paper, floating rate notes, debentures, asset backed commercial paper, government bonds, corporate bonds, asset backed securities and money market funds which may be acquired for ancillary liquid asset purposes. This could prevent the Fund from achieving its investment objective. Borrowing and Leverage The Fund may be leveraged through the use of derivatives. The Fund s resulting global exposure will not exceed its total net assets, i.e. the Fund may not be leveraged in excess of 100% of its Net Asset Value, through the use of derivatives. The ICAV will use the commitment approach to calculate the global exposure of the Fund, as described in detail in the risk management process document of the ICAV. 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. For the purposes of the calculation of global exposure, however, options are valued using their deltaadjusted market value, meaning that the value of the option is determined by reference to the current

9 market value of the derivative, as opposed the current market value of the security underlying the option. Accordingly, calculation of the Gross Equity Exposure of the Fund and the global exposure of the Fund may produce different results. Investors should note that calculation of the global exposure of the Fund using the commitment approach is the main risk measure used by the Fund, as required by the Central Bank. Measurement of risk using the Gross Equity Exposure of the Fund is an ancillary risk measure used voluntarily by the Fund. Profile of a Typical Investor Investment in the Fund is suitable for medium to long term investors seeking a return through capital appreciation, and who are able to withstand exposure to an investment which has medium volatility during normal market conditions

10 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. Limited Operating History; No Reliance on Past Performance The Fund has no operating history upon which prospective investors can evaluate its likely performance. The past investment performance of the Investment Manager should not be construed as an indication of the future results of the Investment Manager and its affiliates or the Fund. The results of other investment funds formed and accounts managed by the Investment Manager, currently or in the past, which have or have had investment policies that are different from or similar to the investment policies of the Fund, are not indicative of the results that the Fund may achieve. The Fund will make investments in different portfolios of securities. Accordingly, the Fund s results may differ from and are independent of the results previously obtained by the Investment Manager and those investment funds and accounts. Further, the Fund and its method of operation may differ in several respects from other investment vehicles or accounts managed by the Investment Manager; e.g., there are different investment and return objectives and investment allocation strategies and, in certain cases, investment techniques. Performance Fee Where Performance Fees are payable by the Fund, these will be based on net realised and net unrealised gains and losses as at the end of each Calculation Period. As a result, Performance Fees may be paid on unrealised gains which may subsequently never be realised. Performance Fees are calculated on a Share-by-Share basis in order to maintain a single Net Asset Value per Share within each Class. As described in detail in the section of this Supplement entitled Fees and Expenses Investment Management Fees and Performance Fees, in respect of each Calculation Period, a performance fee equal to 20% of such aggregate amount of excess performance over the amount of benchmark index is charged to such Class as a whole. This means that, where a performance fee is payable in respect of a Class, the Net Asset Value per Share of all Shares in that Class is reduced equally to reflect the payment of the per Share average of the aggregate performance fee for the Class as a whole and not the individual performance of those Shares during the relevant Calculation Period. Accordingly, it is possible that the Net Asset Value of Shares in a Class held by a Shareholder may reflect the payment of a performance fee even though the Net Asset Value of such Shares experienced no appreciation or even depreciated during the relevant period. Since the Net Asset Value per Share of all Shares within each Class is reduced to reflect the payment of the performance fee attributable to such Class, it is also possible that the Net Asset Value of Shares held by a Shareholder may bear a disproportionate amount of the performance fee in relation to the actual outperformance that such Shares experienced during the relevant period. However, the performance fee attributable to a Share that is redeemed at any time before the end of the relevant Calculation Period shall be based on the difference between the closing NAV of such Share (before accrual of the performance fee) as of the end of the Dealing Day on which such Share is redeemed and the level of the benchmark index in respect of such Share. Accordingly, when a Share is redeemed at any time before the end of the relevant Calculation Period: (i) the performance fee attributable to such Share could be different from the performance fee that would be payable if such Share was not redeemed until the end of the Calculation Period; and (ii) the holder redeeming such Share would not get the benefit of, or suffer the disadvantage of, the allocation of the performance fee across the Class as a whole

11 DIVIDEND POLICY Investors should note only Accumulation Class Shares are available in respect of the Fund. Accumulation Class Shares The Directors do not currently intend to declare any dividends in respect of the Accumulation Class Shares. Accordingly, net investment income on the Fund s investments attributable to the Accumulation Class Shares is expected to be retained by the Fund, which will result in an increase in the Net Asset Value per Share of the Accumulation Class Shares. The Directors nevertheless retain the right to declare dividends in respect of such net investment income on the Fund s investments attributable to the Accumulation Class Shares in their sole discretion. In the event that the Directors determine to declare dividends in respect of the Accumulation Class Shares in the Fund, Shareholders will be notified in advance of any such change in the dividend policy (including the date by which dividends will be paid and the method by which dividends will be paid) and full details will be disclosed in an updated Supplement

12 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. Management Fees In respect of its provisions of management services to the Fund, the Manager will receive a management fee (the " Management Fee") on a sliding scale at a maximum rate of 0.04% of the Net Asset Value of the Fund or the relevant class. This is subject to an annual minimum fee of 65,000. The Management Fee will accrue on a daily basis and be paid monthly in arrears together with the reasonable vouched out of pocket expenses incurred by the Manager in the performance of its duties. Investment Management Fees and Performance Fees The Investment Manager will receive an investment management fee (the "Investment Management Fee") in respect of each class as 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 Investment Management Fee per annum Performance Fee Class T USD N/A N/A Class A USD Class A GBP (Hedged) Class A EUR (Hedged) 1.0% N/A 1.0% N/A 1.0% N/A Class B USD 1.5% N/A Class B GBP (Hedged) 1.5% N/A Class B EUR (Hedged) 1.5% N/A Class C USD 1.0% 20% above benchmark as described herein Class C GBP (Hedged) 1.0% 20% above benchmark as described herein Class C EUR (Hedged) 1.0% 20% above benchmark as described herein For purposes of calculating the Investment Management Fee for any Business Day, the NAV of the Fund attributable to a class is determined by or under the direction of the Directors, based on the Fund's NAV as of the close of the prior Business Day adjusted to reflect any applicable redemptions and subscriptions. Notwithstanding the foregoing, the Investment Manager may, in its sole discretion, during any period, elect to waive a portion of its fees with respect to the Fund or any Class without notice to Shareholders. 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. The

13 Investment Manager may, from time to time and at its sole discretion, rebate any or all of its fees to some or all Shareholders. In addition to the other fees payable in respect of each Class of Shares in the Fund, a performance fee (the Performance Fee ) is charged to the following Share Classes: Class C USD, Class C GBP, and Class C EUR (collectively, the Class C Share Classes ) and payable to the Investment Manager. The Performance Fee is payable in an amount equal to 20% of the excess over the amount of net profits or net losses (as the case may be), that would have been credited or debited to each of the Class C Share Classes, respectively, for the Calculation Period if the rate of return on such Class C Share Class had been equal to the total return of the MSCI Daily TR Net World USD Index, NDDUWI (the MSCI Index ) (with dividends reinvested and rounded to the nearest 0.01%) and denominated in U.S. Dollars for such Calculation Period (ie, non-cumulative) or portion of the year such Class C Shares were held by a Shareholder. Calculation Period means each financial year of the Company, being every twelve month period to the end of December each year, provided that the Calculation Period shall end on the last Valuation Day in December. The first Calculation Period will end on the last Valuation Day in December 2015, being 30 December Performance Fees accrue on each Valuation Day. Performance Fee Payment Date means the date at which the Performance Fee crystallised during a Calculation Period is paid. The Performance Fee Payment Date will be within 30 calendar days of the end of the relevant Calculation Period. The initial offer price of a Class is taken as the starting price for the calculation of the Performance Fee. The Performance Fee can only be paid on the subsequent outperformance by the Net Asset Value per Share of the initial offer price of the relevant Class C Share Class. Because the Performance Fee is determined based upon a Shareholder s Class C Shares outperforming the MSCI Index for any Calculation Period, it is possible that the Investment Manager will be entitled to receive a Performance Fee for a Calculation Period even if such Shareholder s Class C Shares depreciated in value during the year, as illustrated in the example below. In the case of a redeeming Shareholder, any Performance Fee will be deducted from the Net Asset Value of such Shareholder s Shares, provided, however, that if there are insufficient net profits attributable to such Shares to cover the Performance Fee, the amount of the Performance Fee will be deducted from the amount otherwise payable to the redeeming Shareholder. The amount so deducted will be retained by and remain invested in the Fund and will not be paid to the Investment Manager until a Performance Fee is otherwise being paid to the Investment Manager, ie until there are sufficient net profits attributable to the relevant Class of Shares. Example: On 1 January 2016, a Shareholder purchases one Class C USD Share for $100. As of December 31, 2016 the Net Asset Value of the Class C USD Share depreciated by 5% (ie, the Net Asset Value of the Class C Share is $95) and the MSCI Index lost 20% of its value. As a result, the Performance Fee for 2016 is $3 (ie, 20% of the 15% outperformance). Any underperformance of the MSCI Index is clawed back (ie: cleared) before a fee becomes due in subsequent periods. Under the underperformance carryforward provision, there will be no Performance Fee allocable with respect to such Class C Shares until the aggregate Underperformance Amount (as defined below) for all prior Calculation Periods for such Shares has been offset by such excess. The Underperformance Amount for any Calculation Period with respect to any Class C Shares is equal to the excess of the rate of return equal to the total return of the MSCI Index for such Class C Shares for such Calculation Period over the net profits/net losses for such Class C Shares with respect to such Calculation Period. Any such Underperformance Amount will be subject to reduction for redemptions on a pro rata basis. If the Investment Management Agreement is terminated before the end of any Calculation Period, the Performance Fee in respect of the then current Calculation Period will be calculated and paid as though the date of termination were the end of the relevant Calculation Period. The Performance Fee is calculated by the Administrator and verified by the Custodian

14 The Investment Manager may, from time to time and at its sole discretion, rebate any or all of its fees to some or all Shareholders. The Fund will also reimburse the Investment Manager for reasonable out-of-pocket expenses incurred out of the assets of the Fund. Administration and Custody fees The Fund will be subject to an administration fee in relation to administration services provided by the Administrator to the Fund and to a custody fee in relation to the services provided by the Custodian to the Fund. The fees payable to the Administrator and Custodian have fixed and variable elements dependent on assets under management and fund activity. Fund accounting fees payable to the Administrator will not exceed 0.08% of the Net Asset Value of the Fund per annum, subject to a minimum fee applicable to the Fund of US$60,000. Custody fees, payable in respect of safekeeping of assets, range from 0.01% to 0.025% per annum of the value of the asset, dependent on country, subject to a minimum of US$75,000. The Custodian will also receive trustee fees in respect of its oversight function, which will not exceed 0.03% of the Net Asset Value of the Fund per annum, subject to a minimum fee applicable to the Fund of US$24,000. Other fees and expenses, payable to the Administrator and/or Custodian, including fees in respect of transfer agency, transaction processing fees and tax reclaim services. These fees are on normal commercial rates and are primarily charged on a per-transaction basis. They are not expected to exceed US$50,000 per annum in aggregate although high levels of trading activity or use of ancillary services may result in higher charges. These fees will accrue at each Valuation Point and shall be payable in arrears monthly in arrears on the last Business Day of each month. The ICAV will reimburse the Administrator for reasonable out-of-pocket expenses incurred out of the assets of the Fund and will also reimburse the Custodian out of the assets of the Fund for reasonable out-of-pocket expenses incurred by the Custodian and for fees (which will not exceed normal commercial rates) and reasonable out of pocket expenses of any sub-custodian appointed by the Custodian and will be liable for transaction charges. The expenses of the Custodian and Administrator shall accrue at each Valuation Point and shall be payable monthly in arrears. Sales Charge There will be no sales charge applicable to the Fund. Redemption Charge There will be no redemption charge applicable to the Fund. Operating Expenses Certain other costs and expenses incurred in the operation of a Fund will be borne out of the assets of the Fund including, without limitation (i) external legal, accounting, auditing, and other professional expenses; (ii) certain insurance expenses; (iii) research expenses (including research-related travel), (iv) transfer agent and registrar fees; (v) the cost of valuation services; (vi) company secretarial fees, (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; (xiii) Directors fees, (xiv) the cost of convening and holding Directors and Shareholders and other meetings; (xv) fees paid in respect of the services of the Screening Agent (xvi) all expenses arising in respect of the termination or liquidation of the ICAV or the Fund; (xvii) organizational expenses; (xviii) litigation or

15 other extraordinary expenses; (xix) investment expenses such as commissions and brokerage fees (including fees related to negotiation of commissions and brokerage fees); (xx) interest on margin accounts and other indebtedness; (xxi) 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 such taxes and (xxii) other expenses related to the purchase, sale, monitoring or transmittal of the Fund s or ICAV s assets as will be determined by the Board of Directors in its sole discretion (the Operating Expenses ). The Investment Manager may, at its absolute discretion, opt to meet all or part of the costs and expenses of the operation of the Fund. Organisational expenses of the Fund, including expenses incurred in the formation of the Fund and the offering of Shares, are borne by the Fund and are being amortized over a period of 60 months from the date the Fund commenced operations

16 SUBSCRIPTION AND REDEMPTION OF SHARES Eligible Investors Subject to the section Transfer of Shares in the Prospectus, applicants will be obliged to certify that they are not U.S. Persons. 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 and not invested in the Fund, the subscription monies will be returned to the applicant within fourteen (14) days of the date of such application 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 in the section of this Supplement headed The Fund, 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 on page 4, (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 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 NAV of the Fund or an unfavourable change in currency rates, this will not be considered to be a breach of the minimum holding requirement. Initial Offer Price Shares in the A Classes will be available at the initial offer price as set out below during the initial offer period which will commence at 9.00 am (Irish time) on 24 December 2015 and will end at 5:30 pm (Irish time) on 24 June 2016 or such other date and/or time as the Directors may determine and notify to the Central Bank (the Initial Offer Period ). Shares in the T Class will be available at the initial offer price as set out below during the initial offer period which will commence at 9.00 am (Irish time) on 24 December 2015 and will end at 5:30 pm (Irish time) on 8 January 2016 or such other date and/or time as the Directors may determine and notify to the Central Bank (the Initial Offer Period ). Shares in the B and C Classes will be available at the initial offer price as set out below during the initial offer period which will commence at 9.00 am (Irish time) on 24 December 2015 and will end at 5:30 pm (Irish time) on 24 June 2016 or such other date and/or time as the Directors may determine and notify to the Central Bank (the Initial Offer Period ). Share Class Description Initial Offer Price Class T USD $1,

17 Class A USD $1,000 Class A GBP (Hedged) 1,000 Class A EUR (Hedged) 1,000 Class B USD $1,000 Class B GBP (Hedged) 1,000 Class B EUR (Hedged) 1,000 Class C USD $1,000 Class C GBP (Hedged) 1,000 Class C EUR (Hedged) 1,000 Subscription monies must be paid in the Class Currency and must be paid by wire transfer to the bank account of the Administrator. After the initial issue of Shares in any class, Shares in any 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. Applications for Shares In respect of A Classes, such Classes shall only be available until such time as the Net Asset Value of the relevant Class reaches such level as the Directors may determine from time to time and which will be available from the Investment Manager on request. Applications for Shares in the Fund should be made by written application using the Subscription Agreement available from the Administrator. Signed, original Subscription Agreements, duly completed together with all supporting documentation in relation to money laundering prevention checks, should be sent to the Administrator promptly, 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 electronic means (e.g. via clearing platform/swift trading) provided that the signed original version (including all support documentation in relation to money laundering prevention checks) is sent to the Administrator by post immediately thereafter. 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 electronic means (e.g. via clearing platform/swift trading) as previously agreed with 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 within three Business Days of the relevant Dealing Day (or such later time as the Directors may determine in their discretion). If cleared funds representing the subscription monies are not received by the ICAV within three Business Days of the relevant Dealing Day, or such later time 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 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 Business Day following the relevant Dealing Day. In addition, upon the failure of a

18 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 ICAV and apply the redemption proceeds in satisfaction of the Shareholder s liabilities to the ICAV, the Investment Manager or any of their respective affiliates pursuant to the indemnity described above. Please see Redemption of Shares Mandatory Redemption of Shares, Forfeiture of Dividend and Deduction of Tax in the Prospectus. The ICAV or the Administrator may, in its sole discretion, reject any subscription in whole or in part without reason. Investors who are natural persons must invest in the Fund through a fund platform. Please note that subscriptions and redemptions will be aggregated with other investors transactions and processed by the fund platform through its fund platform omnibus account. The Fund will not process subscriptions directly from investors who are natural persons and will not accept instructions from such investors in relation to the Shares. Accordingly, since such persons will not be Shareholders, the ICAV will not accept redemption requests from such natural persons. Shares in the Fund will be issued on the terms and in accordance with the procedures described in the Prospectus. Redemption Applications Applications for redemptions should be made by written application using the Redemption Application available from the Administrator. Signed, original Redemption Applications, duly completed, should be sent to the Administrator, in accordance with the instructions contained in the Redemption Application. If Redemption Applications on any Dealing Day exceed 10% of the NAV 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 (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. Any deferred Redemption Applications will have priority on any subsequent Dealing Day over other Redemption Applications received on subsequent Dealing Days from Shareholders. 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 Manager determines in its sole discretion, in exceptional circumstances (with the Manager ensuring that such exceptional circumstances are fully documented) 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 NAV 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. All payments will be made by transfer to the bank account previously designated by Shareholders for such purpose

19 UNITED STATES TAXATION The tax status of the Fund and its Shareholders under the tax laws of the United States is summarized below. The summary is based on the assumption that the Fund is owned, managed and operated as contemplated. The summary is considered by the Fund to be a correct interpretation of existing laws as applied at the date of this Supplement, but no representation is made or intended by the Fund (i) that changes in such laws or their application or interpretation will not be made in the future (and applied retroactively) or (ii) that the IRS will agree with the interpretation described below as applied to the method of operation of the Fund. Persons interested in subscribing for the Fund s Shares should consult their own tax advisors with respect to the tax consequences, including the income tax consequences, if any, to them of the purchase, holding, redemption, sale or transfer of Shares. Tax Status of Fund Under present law, the Fund will not be subject to any United States federal income tax on its capital gains to the extent that such gains are not derived from securities classified as United States real property interests within the meaning of Code Section 897. The Fund will be subject to United States federal income tax on any gain realized, directly or indirectly, from the sale of a United States real property interest within the meaning of Code Section 897, which term generally includes, among other things, stock of a United States real property holding corporation. The only United States federal income taxes which will be payable by the Fund on its income from dividends and interest is the 30% withholding tax applicable to dividends and certain interest income considered to be from sources within the United States. This tax will apply even if the Fund complies with its obligations under FATCA. Tax Status of Non-U.S. Shareholders Shareholders that are neither citizens nor residents of the United States and are not engaged in a trade or business in the United States will not be subject to any United States federal income, withholding, capital gains, estate or inheritance taxes with respect to Shares owned by them or dividends received on such Shares. Non-U.S. Shareholders may be required to make certain certifications as to the beneficial ownership of the Shares and the non-u.s. status of such beneficial owner in order to be exempt from United States information reporting and backup withholding tax. Tax Status of U.S. Shareholders Shares may be sold to a limited number of U.S. investors which are pension and profit sharing trusts or other tax-exempt organizations ( U.S. Exempt Shareholders ). The Fund is a passive foreign investment company ( PFIC ) as defined in Code Section The Fund is not required to furnish information necessary for a U.S. person to treat the Fund as a qualified electing fund in the event that a U.S. person that is not a U.S. Exempt Shareholder is considered to own Shares under the constructive ownership rules of Code Section While the Fund may utilize leverage in connection with its investments, under present law that leverage should not be attributed to U.S. Exempt Shareholders in the Fund. Accordingly, assuming a U.S. Exempt Shareholder does not borrow money or otherwise utilize leverage in connection with its acquisition of Shares, the U.S. Exempt Shareholder generally should not realize unrelated debtfinanced income as defined in Code Section 514 or unrelated business taxable income as defined in Code Section 512 with respect to its investment in the Fund and generally should not be subject to United States federal income tax under the PFIC provisions of the Code with respect to its investment in the Fund. U.S. Exempt Shareholders may be subject to certain IRS filing requirements. For example, pursuant to Code Section 6038B, a U.S. person that transfers property (including cash) to a foreign corporation in exchange for stock in the corporation is in some cases required to file an information return with the IRS with respect to such transfer. Accordingly, a U.S. Exempt Shareholder may be required to file an information return with respect to its investment in the Fund. Additional reporting requirements may be imposed on a U.S. Exempt Shareholder that acquires Shares with a value equal to at least 10% of the