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ARDAN UCITS ICAV

(the “ICAV”)

An Irish collective asset-management vehicle with variable capital established as an umbrella fund with segregated liability between sub-funds authorised pursuant to the

European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 as amended by the European Union (Undertakings for

Collective Investment in Transferable Securities) (Amendment) Regulations 2016

McKinley Capital Dividend Strips Growth Fund

(the “Fund”)

SUPPLEMENT TO PROSPECTUS

26 September, 2019

_____________________________________________________________________

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1. IMPORTANT INFORMATION McKinley Capital Dividend Strips Growth Fund is a Fund of Ardan UCITS ICAV, an Irish collective asset-management vehicle with variable capital established pursuant to the ICAV Act and the UCITS Regulations as an umbrella fund with segregated liability between Funds, in which different Funds may be created from time to time, with the prior approval of the Central Bank. A description of Ardan UCITS ICAV, its management and administration, taxation and risk factors is contained in the Prospectus. This Supplement relates to the McKinley Capital Dividend Strips Growth Fund and forms part of the Prospectus for the ICAV dated 26 September, 2019, as may be amended from time to time. This Supplement must be read in the context of and together with the Prospectus. In particular, investors should read the risk factors set out in the Prospectus. The information contained in this Supplement should be read in the context of, and together with, the information contained in the Prospectus, and distribution of this Supplement is not authorised unless accompanied by or supplied in conjunction with a copy of the Prospectus. The Directors of the ICAV, whose names appear in the Section of the Prospectus entitled "Management and Administration", sub-paragraph "The Directors of the ICAV", 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 is in accordance with the facts and does not omit anything likely to affect the import of such information. Investment Risks There can be no assurance that the Fund will achieve its investment objective. It should be appreciated that the value of Shares in the Fund may go down as well as up. An investment in the Fund involves investment risks, including possible loss of the entire amount invested. Subject to the conditions and within the limits from time to time laid down by the Central Bank, the Fund may, at any one time, be invested principally in financial derivative instruments ("FDI") and may use such FDI for efficient portfolio management purposes (i.e. hedging, reducing risks or costs, or increasing capital or income returns) and/or investment purposes. Leverage will be generated by the Fund through the leverage inherent in some FDI. For more information on the use of FDI please refer to the sections of the supplement below entitled "Derivative Trading and Efficient Portfolio Management" and "Leverage and Collateral". In view of the fact that a contingent deferred sales charge of up to 2 per cent of repurchase monies may, at the sole discretion of the Investment Manager be deducted and retained by the Fund, the difference at any one time between the sale and repurchase price of the Shares means that an investment in the Fund should be viewed as medium to long term. An investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. Although the Fund may hold/invest substantially in cash, cash deposits, cash equivalents, and/or Money Market Instruments in certain circumstances, Shares in the Fund are not deposits and are different in nature to a deposit in that the investment is not guaranteed and the value of the investment is capable of fluctuation. Investment in the Fund involves certain investment risks, including the possible loss of principal. Selling Restrictions Shares may not be offered or sold in any jurisdiction in which such offer or sale is not lawful or in which the person making such offer or sale is not qualified to do so or to anyone to whom it is unlawful to make such an offer or sale. The Fund is not registered under the Securities and Exchange Commission of the United States and is not marketed for sale. Interested investors may, upon Directors’ approval, subscribe to non-voting shares. For information relating to other countries, please refer to the prospectus.

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Investor Responsibility

In addition, investors should note that the Fund may invest in emerging markets and/or sub-investment grade securities and that, therefore, an investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors.

2. DEFINITIONS Unless otherwise stated, all capitalised terms shall have the same meaning herein as in the Prospectus. The following definitions apply throughout this Supplement unless the context requires otherwise: “Accumulation Share Classes”

means the Classes of the Fund in respect of which it is proposed not to pay dividends, and which are identifiable by the use of the word “Accumulation” in their title;

"Business Day" means any day, except Saturday, Sunday, or public holidays in Dublin, Ireland or such other day or days as may be determined by the Directors and/or the Manager and notified in advance to Shareholders;

"Dealing Day"

means a Subscription Date and/or a Redemption Date, or other such Business Day as the Directors or the Manager may determine and notify in advance to Shareholders, provided there shall be at least one per fortnight or as required under the Central Bank UCITS Regulations;

"Dealing Deadline"

means in the case of subscriptions and repurchases of Shares, 11 a.m. (Irish time) on the relevant Dealing Day or such other time as the ICAV and/or the Manager may determine and notify in advance to Shareholders provided always that the Dealing Deadline is no later than the Valuation Point. See also the section entitled “Suspension of Valuation” in the Prospectus;

“Emerging Market Countries”

means any country that is categorised by the World Bank and the International Finance Corporation and United Nations as “developing” or is a country included in the International Finance Corporation Free Index, the MSCI Emerging Markets Index, or the FTSE Emerging Markets Index, countries announced as emerging markets but not yet formally reclassified to a recognised index, and/or those countries deriving a significant proportion of their revenues or profits from emerging markets;

“Eonia” means the weighted average of overnight Euro Interbank Offer Rate for interbank loans. EONIA is the standard interest rate for Euro currency deposits. The European Central Bank is responsible for calculating the EONIA every day;

“Frontier Markets”

means any country that is categorised by the World Bank and the International Finance Corporation and United Nations as a subset of emerging markets or is a country included in the International Finance Corporation Free Index, the MSCI Emerging Markets

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Index, the FTSE Emerging Markets Index, countries announced as frontier markets but not yet formally reclassified to a recognised index. Frontier markets may have market capitalisations that are smaller and less liquid than the more developed emerging markets, but demonstrate relative accessibility for foreign investors and are not generally considered extremely economically or politically unstable on a comparable basis;

“Investment Management Agreement”

means the investment management agreement between the Manager, the Investment Manager and the ICAV dated 21 December, 2018 and as may be further updated, amended or supplemented from time to time;

“Investment Manager” means McKinley Capital Management, LLC of 3301 C Street Suite 500, Anchorage, Alaska, USA 99503 and/or any person or persons company from time to time appointed by the ICAV and the Manager as investment manager of the Fund in accordance with the requirements of the Central Bank;

“Non-Voting Shares”

means any Shares in the Fund, which carry no voting rights;

“Redemption Date” means every Business Day;

"Redemption Settlement Date"

means the third Business Day following the relevant Redemption Date for redemptions (and in any event within ten Business Days of the relevant Dealing Deadline);

“Regulation S Securities”

securities that are exempt from registration under the U.S. Securities Act of 1933 (as amended) and that may be freely traded among certain non-U.S. institutional buyers such as the Fund;

“Rule 144A Securities”

means securities (i) which are not registered under the U.S. Securities Act of 1933 (as amended) and are eligible for resale in the US pursuant to Rule 144A under the 1933 Act; and (ii) are not illiquid, meaning that they may be realised by the Company within seven days at the price, or approximately at the price, at which they are valued;

“Subscription Date” every Business Day;

"Subscription Settlement Date"

means the third Business Day following the relevant Subscription Date for subscriptions;

“Supplement” means the supplement for this Fund, as may be amended from time to time;

“Valuation Date” means every Subscription Date and/or Redemption Date; and

“Valuation Point” means 10 pm (Irish Time) on each Valuation Date.

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3. THE FUND This Supplement is issued in connection with the offer of the Fund, which has the following initial classes of Shares:

• Class II EUR Accumulation • Class IV USD Accumulation NV • Class V USD Accumulation NV

A list of the Classes of Shares available in respect of the Fund and the characteristics of each such Class are set out in the Share Class Table at Appendix I. The Directors of the ICAV may create new classes of Shares in the Fund from time to time, provided that the creation of any such new class of Shares is notified in advance to the Central Bank. A separate pool of assets will not be maintained for each class of Shares. The Instrument authorises the Directors to create Non-Voting Shares. The Directors have exercised this authority with respect to the following classes of the Fund: Class IV USD Accumulation NV, and Class V USD Accumulation NV. Accordingly those Classes of Shares shall be comprised of Non-Voting Shares which have no voting rights in respect of any resolution submitted to the Shareholders of the ICAV, the Fund or in respect of those Classes. Holders of Non-Voting Shares shall be provided with at least two Dealing Days’ prior notice of any changes requiring a shareholder vote. During any such prior notice period and prior to the date of the resolution becoming effective, the relevant holders of Non-Voting Shares shall be provided with an opportunity to (i) request their Non-Voting Shares repurchased, if they so wish; or (ii) elect to convert those Non-Voting Shares, free of charge, into Shares with voting rights, if they so wish. Any decision to subscribe for Non-Voting Shares is made by a prospective Shareholder and not by the ICAV. Details of whether a particular Class is comprised of Non-Voting Shares are set out in the Share Class Table at Appendix I. The Fund is denominated in Euro (the "Base Currency"). Details of the currency of each Class are set out in the Share Class Table at Appendix I.

4. PROFILE OF A TYPICAL INVESTOR The Fund could be a suitable investment for investors who are looking to invest in a fund that is seeking capital growth over the long term (at least five years) and who are willing to accept fluctuations (possibly significant) in the Net Asset Value per Share of the Fund during the short term and who are willing to invest in a Fund with high volatility.

5. DISTRIBUTION The Manager shall be responsible for the distribution of the Fund’s Shares under the terms of the Management Agreement. The Manager has authority to delegate some or all of its duties to distributors in accordance with the requirements of the Central Bank.

6. THE INVESTMENT MANAGER Pursuant to the Investment Management Agreement, McKinley Capital Management, LLC has been appointed as discretionary investment manager of the Fund. The Investment Manager is a global asset management firm based in Anchorage, Alaska and was established in 1990. The Investment Manager is a registered investment adviser under the Securities and Exchange Commission Investment Advisers Act of 1940, the Ontario Securities Commission and the British Columbia Securities Commission. The Investment Manager may delegate the discretionary investment management of the Fund in accordance with the requirements of the Central Bank to one or more sub-investment managers. Save where otherwise disclosed in the Supplement, the fees of each such sub-investment manager shall be paid by the Investment Manager out of its own fee. Details of such appointment will be provided to Shareholders on request and shall be

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further disclosed in each annual and semi-annual report of the ICAV. The Investment Manager may appoint one or more investment advisors to the Fund to provide investment advice only. Fees of each such investment advisor shall be paid by the Investment Manager out of its own Investment Management Fee.

7. INVESTMENT OBJECTIVE The investment objective of the Fund is to seek to achieve long term growth of capital independent of stock market direction. There is no assurance or guarantee that the objective of the Fund will be achieved.

8. INVESTMENT POLICY In order to achieve the investment objective of the Fund, the Fund will gain exposure to financial derivative instruments, equity and equity related securities, collective investment schemes, (including open-ended exchange traded funds and money market funds) and ancillary liquid assets, as detailed further below. The Fund may have exposure to the following exchange traded or over the counter derivative instruments: equity-linked warrants, futures, options, currency forwards, swaps and total return swaps, the value of which will be based upon the anticipated and subsequently realised dividends of the issuers of equity securities which are listed, traded or dealt on Regulated Markets. Accordingly, when the Fund enters into such a derivative transaction, the profit or loss that may be realised by the Fund under that transaction will depend on whether the anticipated or actual dividends in respect of a particular underlying security are greater or less than previously anticipated by the market. The Fund will gain direct and indirect exposure to equities and equity related securities, which are listed on a Recognised Market worldwide. Equity and equity related securities to which the Fund may have exposure, include, but are not limited, to common stock and ordinary shares (or the equivalent), corporate convertible bonds to common or ordinary shares, preference shares, corporate convertible bonds to preference shares, Regulation S Securities, Rule 144A Securities, equity linked warrants (i.e. warrants for the acquisition of stock of the same or of a different issuer), government bonds, when issued securities directly resulting from a bond distribution. Such equity related securities will not embed derivatives and/or leverage, unless listed below under the heading "Derivative Trading and Efficient Portfolio Management". Indirect exposure to equity and equity related securities may also be achieved through the use of financial derivative instruments and collective investment schemes (as described further below). The Fund may also take long and/or synthetic short positions in companies and/or related financial derivative instruments (including options, futures and swaps on equities and equity indices, and currency forwards) that are expected to outperform (underperform) the equity markets and/or for hedging purposes. The issuers of the underlying equity securities may be located anywhere in the world, (including the U.S. and Emerging Market Countries), across all industries, sectors and product lines and a cross selection of small, medium and large capitalisation issuers. The Fund may also invest directly in the equities of such issuers that are expected to pay dividends and which are listed, traded or dealt on Regulated Markets. The Fund may invest in open-ended collective investment schemes, (including open-ended exchange traded funds and money market funds) ("CIS") subject to the limits set out in Appendix II to the Prospectus and the limitations contained in Regulation 68 of the UCITS Regulations. Investment in CIS (including open-ended exchange traded funds and money market funds) will be limited to 10% of the Net Asset Value of the Fund. CIS must meet the criteria set out in the Central Bank’s Guidance on “UCITS Acceptable investments in other Investment Funds”. Investment in CIS (including open-ended ETFs and money market funds) will be treated as an investment in collective investment schemes. Such investment in CIS includes investing in other sub-funds of the ICAV. However, the Fund may not invest in another sub-fund of the ICAV which itself holds Shares in other sub-funds of the ICAV.

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Where the Fund invests in another sub-fund of the ICAV, the Fund may not charge an annual management and/or investment management fee in respect of the portion of its assets invested in the other sub-fund. For the avoidance of doubt, if the United Kingdom leaves the EU, the Fund may continue to invest in schemes established in the United Kingdom, but such schemes may cease to be classified as UCITS products and may be treated instead as AIFs. Ancillary Liquid Assets For cash management purposes, the Fund may also hold high levels (greater than 10 per cent of its Net Asset Value) of cash (including in currencies other than the Base Currency), money market instruments and cash equivalents. Cash equivalents include but are not limited to, commercial paper, certificates of deposit, bankers' acceptances, government securities, inflation linked government and/or corporate bonds, cash deposits denominated in such currency or currencies as the Investment Manager may determine. Government securities, inflation linked government and/or corporate bonds to which the Fund may have exposure may be fixed and/or floating rate, which are considered sub-investment grade or investment grade or above as rated by the principal rating agencies. Any investment in sub-investment grade bonds or securities will be limited to 30% of NAV. Money market instruments, include but are not limited to, fixed or floating rate notes and fixed or variable rate commercial paper (which are considered investment grade or above as rated by the principal rating agencies). Long/Short Positions The Fund can invest up to 100 per cent of its Net Asset Value in long positions and 100 per cent of its Net Asset Value in short positions. The Fund will not engage in directly selling securities short, but may enter into short derivatives contracts (through financial derivative instruments of the types described below) to gain indirect exposure to exchange traded securities. Further details on the long/short strategy are set out below under the heading "Investment Strategy". Geographic, Industry and Market Focus

Investments will have a global focus insofar as investments are not confined to any particular geographic region. The Fund may directly or indirectly hold a broad spread of investments from economic sectors worldwide. In practice, the Investment Manager expects the Fund to hold a higher proportion of investments in Europe where the Investment Manager is of the view that there are available listed derivatives linked to European listed companies appropriate for the Fund to gain exposure to. The Fund may have exposure to Emerging Market Countries and Frontier Markets as the Investment Manager deems appropriate up to a maximum of 30% of NAV; which may include exposure of up to a maximum of 10% of NAV in securities traded on Russian markets. Investment in Russian securities will only be made in securities that are listed/traded on the Moscow exchange. Recognised Markets Save to the extent permitted by the UCITS Regulations, all securities and liquid financial assets invested in will be listed, traded in or dealt on a Recognised Market. The Fund may invest up to 10% of its NAV in securities and liquid financial assets, which are not listed, traded or dealt on a Recognised Market. Furthermore, and save to the extent permitted by the UCITS Regulations and the Central Bank UCITS Regulations, the Fund may invest up to 10% of its net assets in recently issued securities which are expected to be admitted to official listing on a Recognised Market within a year.

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9. INVESTMENT PHILOSOPHY, STRATEGY AND PROCESS Investment Philosophy The Investment Manager believes that absolute returns for investors can be achieved through the construction and management of a diversified, fundamentally sound portfolio of equities, futures, options and swaps whose values are linked to expectations that a dividend(s) may be declared by the relevant security or the underlying of the FDI. As noted above, the Fund will predominantly invest, directly or indirectly, in a portfolio of equities, futures, options and swaps, but may have exposure to other asset classes as disclosed in the section above entitled "Investment Policy" at any given time. The Fund’s investment strategy asset allocation will remain flexible and its exposure to permissible investments, other than equities, futures, options and swaps will vary depending on prevailing market and economic conditions and available investment opportunities. The Investment Manager will select permissible investments for the Fund using the investment strategy described below. Absolute returns are less dependent upon the direction and underlying market conditions of the equity markets. The Investment Manager employs a proprietary methodology to forecast excess returns of permissible investments, and the portfolio is actively managed by the investment team within the Investment Manager. The Investment Manager believes that growth of capital independent of the stock market direction can be achieved through the Fund’s investment strategy, as set below in the section entitled "Investment Strategy". Investment Strategy The Fund is actively managed by the Investment Manager. The investment strategy is primarily focused on investing in dividend strips i.e. dividend derivatives (synonymous terms). A dividend derivative is a derivative contract (exchange listed or OTC) that allows the Fund to take positions on future dividend payments. Dividend derivatives may be exchange listed (e.g. dividend futures, as further detailed below under the heading Derivative Trading and Efficient Portfolio Management) or traded on an OTC basis (e.g. dividend swaps, as further detailed below under the heading Derivative Trading and Efficient Portfolio Management, including but not limited to dividend swaps such as the EURO STOXX 50® Index). Dividend derivatives can be on a single company, a basket of companies, or on an Equity index. Dividend derivatives settle on the amount of dividends paid by the company, the basket of companies, or the index, during the period of the contract. Dividend derivatives allow investors to gain exposure to dividends paid in the future by companies. Speculators and risk takers will invest in dividend derivatives to gain on a future dividend’s outcome; risk hedgers will invest to evade an adverse and unexpected outcome. Hedging activity in the dividend market offers a supply stream of dividend risk; in other terms, hedgers, who care about hedging future dividend payments from their equity portfolios, tend to be natural sellers of dividend derivatives. The Investment Manager, at its discretion, will pursue returns, decorrelated from equity markets, taking both long and short positions on dividend strips. Returns are based on the premise that the Investment Manager has the ability to take advantage of dividends mispricing in the market place. The Investment Manager will invest in long (short) dividend derivatives positions when the future dividend forecasted by the Investment Manager is higher (lower) than the market price of the dividend, as reflected by the price of the dividend contract. The investment strategy of the Fund will focus on directional long or short positions. The risk associated with a long dividend position is directly correlated to the risk of a future dividend being cut or suspended i.e. being lower than previously forecasted. The risk associated with a short position is directly correlated to the risk of a future dividend being higher than previously forecasted.

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Forecasts of future dividends rely on a proprietary methodology developed by the Investment Manager. The methodology consists in: (a) performing quantitative screening (as further detailed below under the heading "Investment Process" sub-paragraph “Quantitative”); (b) forecasting earnings, cash flows and other metrics (as further detailed below under the heading "Investment Process" sub-paragraph “Qualitative”) relevant for the calculation and determination of future dividends. In this regard, the Investment Manager assesses the fundamental background and strength of the company; in other words this is where the “ability” of a company to afford a dividend payment to its shareholders (and its magnitude) is evaluated; and (c) dividend policy analysis; this analysis by the Investment Manager is required to evaluate the “willingness” i.e. the current inclination and philosophy of a company to determine its future distribution to shareholders. The investment strategy will also focus on relative value trades of dividend strips, together with all other permissible asset classes (other than government securities to which the Fund may gain exposure to for cash management purposes, as detailed below) to which the Fund may have exposure as detailed above under the heading "Investment Policy". A relative value trade is generally a long and contemporaneous short position between two (or more) contracts or securities. These trades can utilize different underlying securities. Relative value trades can be constructed in multiple ways, a few examples are: between dividend derivatives, between a dividend derivative and an equity security (single stock or index), between equity securities, between equities and index futures, between dividend derivatives and fixed income instruments. A relative value trade between dividend derivatives could be defined as a calendar spread only if the underling issuer is the same, but the maturities of the contract differ in time. A calendar spread can be implemented both on single stocks and on indices. Another relative value trade could be a long-short trade between a dividend derivative and an equity security, where both derivative and equity relate to the same issuer. The investment strategy will also invest in directional and relative value trades, across equities. The strategy will invest in equity pair trades between different securities and between different classes of shares of the same underlying security. An example of a share class trade is when two separate securities, issued by the same company, offer to investors a similar (or the same) claim on the assets of the company, but trade at different yields. Similar relative value trades can be constructed between preference shares and equities or dividend derivatives. For cash management purposes, the Investment Manager may select at its discretion, government securities, as detailed above under the heading "Investment Policy". Currency forward contracts will be used by the Investment Manager as a hedge against foreign exchange risk by locking in the price at which the Fund will exchange the currency on a future date. For further information on the investment strategy of the Fund in this regard, please see the sections below entitled “Derivative Trading and Efficient Portfolio Management” and "Hedging Policy". Investment Process The Investment Manager develops dividend forecasts by conducting a bottom-up analysis comprised of several quantitative and qualitative factors. Quantitative: Using proprietary quantitative screens the Investment Manager systematically searches for and seeks to identify signs of inefficiently priced securities. These screens allow the Investment Manager to process and analyse a variety of fundamental and technical data. For example, these screens will display dividend and earnings estimates revisions, price momentum metrics and credit metrics. When combining fundamental metrics, the data that are utilized include, but are not limited to, measurable characteristics such as revenues, earnings, operating margins, debt to equity, dividend to price and dividend to earnings ratios. These data cover a wide universe of securities. The initial global universe comprises approximately 40,500 publicly traded equities and up to 1,000 dividend derivatives. The screens utilized by the Investment Manager seek to identify dividend derivatives instruments and equities that are inefficiently priced. For example, if earnings revisions have been positively revised higher in the recent past, while dividend estimates and dividend prices

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have not been subject to any revision, the Investment Manager might investigate to determine if inefficiency has emerged as the result of dividends expectations lagging earnings expectations. Another useful quantitative tool is the application of “natural language processing” (NLP), which is an area of artificial intelligence. NLP filters huge amounts of unstructured data, multiple accounting interpretations, language clarifications, and generally helps to resolve much of the ambiguity found when comparing research provider returns. NLP allows the Investment Manager to program computers to analyse large sets of natural language data. NLP provides the Investment Manager with additional screening enhancements and further aids the Investment Manager in reducing the investible universe to less than 1,000 permitted instruments and securities to which the Fund may gain exposure. One set of natural language data that is particularly interesting for this strategy is represented by transcripts of companies that present quarterly or annual reports. These presentations are typically in the format of a recorded conference call. From these data, for example, the investment management team within the Investment Manager is able to extract a sentiment indicator in the form of a transcript report and rapidly classify companies according to the degree of positive or negative sentiments, which had emerged from the conference call, in conjunction with other quantitative screens, as mentioned above which are used by the Investment Manager. For example, if a transcript is produced that resulted both in negative sentiment and in high frequency of the term “dividend” might indicate concern for future dividend payments and suggest that the Investment Manager conduct further investigation. Screens allow the Investment Manager to quickly analyse a considerable number of securities and promptly identify those that exhibit potential anomalies and inefficiencies, i.e. find securities that appear to have been mispriced by the market. Qualitative: While the quantitative approach allows the Investment Manager to process large set of data at high speed, to screen and find securities and derivatives which appear to be trading at attractive levels, the qualitative portion will focus on a more detailed fundamental analysis of each single potential investment. The focus here is to determine if the company in question can reasonably afford to distribute funds to its shareholders and if the magnitude of such distributions is sensible, given the fundamentals of the business. The Investment Manager will look at several variables such as forecasted earnings, future cash flows, capital expense future requirements, balance sheet metrics, liability redemptions etc. to assess the “ability” of the company to pay its future dividends. Another very critical component of the investment process is a thorough analysis of the dividend policy. The policy is reviewed in several ways: from the annual report, from company presentations, from transcripts and from the company’s website under the investors section; from external data providers such as, but not limited to, Markit or Bloomberg; from meetings with sell side analysts, investor relations and top management. A solid understanding of both the philosophy and the logic behind the dividend policy of each company, allows the Investment Manager to better predict future dividends and minimize the risk around sudden and material changes in dividend distributions. Policies can vary in diverse ways. The frequency of distributions (quarterly, semi-annual, annual) is certainly one element of risk; a company which might decide to change frequency, from annual to semi-annual, will force its management to either postpone a payment or move a payment up, to satisfy the new frequency. In both cases this decision might carry a meaningful effect on the price of dividend derivatives. The investment process, along with the combination of the quantitative and the qualitative portions, will result in a portfolio of concentrated investments that is expected to include between 20 and 50 positions. On occasion, due to extreme economic, market or political concerns, the Fund may hold less than or in excess of these proposed holdings limits.

10. INVESTMENT AND BORROWING RESTRICTIONS The Fund is subject to the investment and borrowing restrictions as set out in Appendix I of the Prospectus. The ICAV may only borrow on a temporary basis and the aggregate amount of such borrowings may not exceed 10% of the Net Asset Value of the Fund. The Fund may acquire foreign currency by means of a “back to back” loan. Foreign currency obtained in this

manner is not classed as borrowings for the purposes of the borrowing restriction contained in Regulation 103 of the UCITS Regulations, except to the extent that such foreign currency

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exceeds the value of a “back to back” deposit, provided that the offsetting deposit equals or exceeds the value of the foreign currency loan outstanding. However, where foreign currency borrowings exceed the value of the back-to-back deposit, any excess is regarded as borrowing for the purpose of Regulation 103 of the UCITS Regulations. Subject to the foregoing requirements, the Directors may exercise all borrowing powers on behalf of the Fund. In accordance with the provisions of the UCITS Regulations, the Directors may instruct that the Depositary may charge the assets of the Fund as security for such borrowings.

11. DERIVATIVE TRADING AND EFFICIENT PORTFOLIO MANAGEMENT The Fund may invest in exchange traded and/or over the counter FDI, as listed below under the heading "Types and Description of FDI", for investment, efficient portfolio management and/or hedging purposes, subject to the conditions and within the limits from time to time laid down by the Central Bank. A list of the Regulated Markets on which the FDIs may be quoted or traded is set out in Appendix II to the Prospectus. Types and Description of FDI Below are the types of FDI that the Fund may purchase from time to time:

Equity Linked Warrants

Subject to the requirements laid down by the Central Bank, the Fund may purchase equity linked warrants. Equity linked warrants provide a way for investors to gain exposure to markets where entry is difficult and time consuming due to regulation. An equity linked warrant is a type of option that gives the holder the right but not the obligation to buy or sell the underlying asset, as per the investment policy of the Fund, on or before expiration date. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position the shares are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock; therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100 per cent of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. Equity linked warrants may trade in the over-the-counter market and/or on several international stock exchanges. However, currently, there is no primary active trading market for equity linked warrants if the price is not available, the warrant can be valued by using the price of the underlying security in local currency and adjusting it by an appropriate FX rate.

Currency Forwards

Subject to the requirements laid down by the Central Bank, the Fund may purchase currency forwards. In currency forwards, the contract holders are obligated to buy or sell from another a specified amount of one currency at a specified price with another currency on a specified future date. Forward contracts cannot be transferred but they can be ‘closed out’ by entering into a reverse contract. Currency forwards shall only be utilised for hedging purposes.

Swaps and Total Return Swaps

Subject to the requirements laid down by the Central Bank, the Fund may purchase swaps including dividend swaps and index basket dividend swaps. A dividend swap is an over-the-counter derivative contract that enables an investor to anticipate the dividends that will be paid out by a chosen security or basket of securities in a predetermined time period, usually once per year. Dividend swaps have both fixed and floating legs. The seller agrees to pass through the dividend at whatever value is paid by the company or basket of companies and the buyer agrees to pay a fixed amount in realised index

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dividend points. A dividend swap can help an investor hedge against long bond portfolios and to a degree, inflation. Swaps in general are considered to be high risk and more volatile than listed equity trading because they are not traded on an exchange, not publicly priced, not regulated by any governing agency, not liquid, incur daily capital flows and charges, and are exposed to counterparty default. Total return swaps are agreements whereby the Fund agrees to pay a stream of payments based on an agreed interest rate in exchange for payments representing the total economic performance, over the life of the swap, of the asset or assets underlying the swap. Through the swap the Fund may take a long or short position in the underlying asset(s), which may constitute a single security or a basket of securities. Exposure through the swap closely replicates the economics of physical shorting (in the case of short positions) or physical ownership (in the case of long positions), but in the latter case without the voting or beneficial ownership rights of direct physical ownership. If the Fund invests in total return swaps or other FDI with the same characteristics, the underlying asset or index may be comprised of equity or debt securities, money market instruments or other eligible investments (as disclosed above under the heading "Investment Policy") which are consistent with the investment objective and policies of the Fund. The counterparties to such transactions are typically banks, investment firms, broker-dealers, collective investment schemes or other financial institutions or intermediaries. The risk of the counterparty defaulting on its obligations under the total return swap and its effect on investor returns are described in the section entitled “Risk Factors”. The Investment Manager may utilise total return swaps with any counterparty meeting the UCITS eligible counterparty criteria as detailed below under the heading "Counterparties to Over-The-Counter (OTC) FDIs".

Futures

Subject to the requirements laid down by the Central Bank, the Fund may purchase futures, including dividend futures and index basket dividend futures. A dividend futures contract is a standardised agreement to purchase or sell a specified dividend stream at a certain date in the future and a market-determined price. The Fund may be charged margin (incur leverage) for owning certain futures transactions and will be marked-to-market daily (this is computed as the difference between the cost of the position held and the current market value of the position) for all positions. The Fund may purchase single security dividend futures contracts or swaps and/or index basket dividend futures contracts or swaps. The Fund will only engage in such transactions if the underlying securities and/or indices are publicly traded. Single-stock futures are exchange-traded futures contracts based on an individual underlying security rather than a stock index. Their performance is similar to that of the underlying equity itself, although as futures contracts they are usually traded with greater leverage. Another difference is that holders of long positions in single stock futures typically do not receive dividends and holders of short positions do not pay dividends. Single-stock futures may be cash-settled or physically settled by the transfer of the underlying stocks at expiration, although in the U.S. only physical settlement is used to avoid speculation in the market. Stock index futures are agreements to purchase or sell a standardised value of a stock index on a future date at a specified price, such as trading the FTSE 100 (a share index of the 100 most capitalised United Kingdom companies listed on the London Stock Exchange). Stock market index futures contracts are used to replicate the performance of the underlying index and may be used for hedging against an existing equity position, or for speculating on future movement of the index. The most established markets for stock index futures include but are not limited to the: the S&P 500 (U.S.); FTSE (United Kingdom); DAX (Germany); CAC40 (France); Eurostoxx50 (Eurozone); HSI (Hong Kong); and Nikkel225 (Tokyo).

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In addition to market risk and security risk, futures and other derivatives are traded at a fraction of the total notional value. (The value of a derivative’s underlying assets at the spot (current) price.) Therefore, total exposure to any given position will be much greater than the amount originally exchanged. If the derivatives contract or swap agreement is unable to be closed out by the counterparties, or a counterparty defaults on the agreement for any reason, the notional losses incurred by the other party may be very high.

Options

Subject to the requirements laid down by the Central Bank, the Fund may purchase options contracts. A call option on a security is a contract under which the purchaser, in return for a premium paid, has the right to buy the securities underlying the option at the specified exercise price at any time during the term of the option. The writer (seller) of the call option, who receives the premium, has the obligation, upon exercise of the option, to deliver the underlying securities against payment of the exercise price. A put option is a contract that gives the purchaser, in return for a premium paid, the right to sell the underlying securities at the specified exercise price during the term of the option. The writer of the put, who receives the premium, has the obligation to buy the underlying securities, upon exercise, at the exercise price. Put options may be purchased on condition that the security that is the subject of the put option remains at all times in the ownership of the Fund except in the case of cash-settled put options in which case this condition will not apply. Index put options may be purchased provided that all of the assets of the Fund, or a proportion of such assets which may not be less in value than the exercise value of the put option purchased, can reasonably be expected to behave in terms of price movement in the same manner as the options contract.

Indices to which the Fund may have exposure could include, without necessarily being limited to, the broader market indices around the globe, such as the S&P 500, DAX, Euro STOXX 50, CAC 40, Nikkei Stock Average, FTSE 100 and others.

The S & P 500 is an American stock market index based on the market capitalizations of 500 large companies having common stock listed on the NYSE or NASDAQ. More information can be found on this index at https://us.spindices.com/indices/equity/sp-500.

The FTSE 100 Index is a share index of the 100 companies listed on the London Stock Exchange with the highest market capitalization. More information can be found on this index at https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/indices/summary/summary-indices-constituents.html?index=UKX.

The DAX Index tracks the largest and most important companies (blue chip) on the German equities markets. It is comprised of the 30 largest and most liquid companies on the Frankfurt Stock Index in the Prime standard segment. The index represents around 80% of the aggregated prime standard's market capitalization. Additional information on this index may be found at http://daxindices.com/EN/MediaLibrary/Document/Factsheet%20DAX%20USD.pdf.

The EURO STOXX 50 Index, Europe's leading Blue-chip index for the Eurozone, provides a Blue-chip representation of supersector leaders in the Eurozone. The index covers 50 stocks from 12 Eurozone countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. More information can be found on this index at https://www.stoxx.com/index-details?symbol=sx5e.

The CAC 40 is a French stock market index. The index represents a capitalsation-weighted measure of the 40 most significant values among the 100 highest market caps on the Euronext Paris. More information can be found on this index at https://www.euronext.com/en/products/indices/FR0003500008-XPAR/market-information.

The Nikkei 225 Stock Average is used globally as the premier index of Japanese shares. The Nikkei 225 is a price-weighted equity index, which consists of 225 stocks in the first section of the Tokyo Stock Exchange. More information can be found on this index at http://indexes.nikkei.co.jp/nkave/archives/file/nikkei_stock_average_factsheet_en.pdf.

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It is not possible to list comprehensively all the actual indices to which exposure may be taken, as they will change from time to time; provided that the annual and semi-annual accounts of related to the Fund shall include details of the indices to which exposures are taken during the relevant period, the markets which they represent, their classification and rebalancing frequency will be included in the annual and semi-annual financial statements of the ICAV, as required by the Central Bank. Shareholders may also obtain information on the actual indices to which exposure may be taken upon request from the Investment Manager. Indices to which the Fund may gain exposure shall comply with UCITS Regulations, Central Bank UCITS Regulations and the ESMA Guidance on ETFs and other UCITS issues. Any such financial index will be rebalanced /adjusted on a periodic basis in accordance with the requirements of the Central Bank e.g. on a weekly, monthly, quarterly, semi-annual or annual basis. The costs associated with gaining exposure to such a financial index will be impacted by the frequency with which the relevant financial index is rebalanced. Where the weighting of a particular constituent in any such financial index exceeds the investment restrictions set down in the UCITS Regulations, the Investment Manager will as a priority objective look to remedy the situation taking into account the interests of the Shareholders of the Fund. Efficient Portfolio Management For efficient portfolio management purposes, the Fund may enter into repurchase agreements, reverse repurchase agreements and stock lending agreements, subject to the conditions and limits set out in the UCITS Regulations. Repurchase agreements are transactions in which the Fund purchases securities from a bank or recognised securities dealer and simultaneously commits to resell the securities (as per the investment policy of the Fund) to the bank or dealer at an agreed-upon date and price reflecting a market rate of interest unrelated to the coupon rate of maturity of the purchased securities. A reverse repurchase agreement involves the sale of securities with an agreement to repurchase the securities at an agreed upon price, date and interest payment. A Fund may also lend securities to a counterparty approved by the Manager or Investment Manager. Counterparties to Over-The-Counter (OTC) FDIs Where the Fund holds OTC FDI, including total return swaps, the counterparties shall be entities which satisfy the OTC counterparty criteria set down by the Central Bank UCITS Regulations and shall specialise in such transactions. The counterparties to total return swaps are typically banks, investment firms or other financial institutions or intermediaries that meet the Central Bank's criteria (including legal status, country of origin and minimum credit rating) set out in the Central Bank UCITS Regulations and the criteria described in the Prospectus under the heading entitled "Securities Financing Transactions". Information on the counterparties to OTC FDIs, including but not limited to total return swaps, will be detailed in the annual financial statements of the ICAV. Any such counterparties shall not assume any discretion over the composition or management of the investment portfolio of the Fund or of the underlying of the total return swap. The failure of a counterparty to a swap transaction may have a negative impact on the return for Shareholders. The Investment Manager would seek to minimise counterparty performance risk by only selecting counterparties with a good credit rating and by monitoring any changes in those counterparties' ratings. Additionally, these transactions would only be concluded on the basis of standardised framework agreements (ISDAs). Costs related Financial Derivatives and Efficient Portfolio Management Techniques Investors should be aware that when the Fund enters into FDI (including those for currency hedging purposes) or Securities Financing Transactions, operational costs and/or fees shall be deducted from the revenue delivered to the Fund. One of the considerations taken into account by the Investment Manager when selecting brokers and counterparties to financial derivatives transactions on behalf of the Fund is that any such costs and/or fees which are deducted from the revenue delivered to the Fund shall be at normal commercial rates and shall not include any hidden revenue. Such direct or indirect costs and fees will be paid to the relevant broker or counterparty to the FDI transaction, which include the Depositary or entities related to the Depositary. The identity of the entities to which such direct and indirect costs

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and fees are paid shall be disclosed in the annual financial statements of the ICAV. All revenues generated through the use of financial derivatives and efficient portfolio management techniques, net of direct and indirect operational costs and fees, will be returned to the Fund.

12. SECURITIES FINANCING TRANSACTIONS The Fund may enter into the following transactions: (i) total return swaps; (ii) repurchase agreements; (iii) reverse repurchase agreements; and/or (iv) securities lending arrangements. The Fund may enter into total return swaps for investment purposes and for efficient portfolio management purposes, and enter into other types of Securities Financing Transactions ("SFTs") for efficient portfolio management purposes only. If the Fund invests in total return swaps or Securities Financing Transactions, the relevant asset or index may be comprised of equity securities, money market instruments or other eligible investments (as disclosed above under the heading "Investment Policy") which are consistent with the investment objective and policy of the Fund. The Fund can invest up to 100% of its Net Asset Value in total return swaps and Securities Financing Transactions. It is anticipated that the Fund will generally invest in the range of 10% to 60% of its Net Asset Value in total return swaps and Securities Financing Transactions. The Fund shall only enter into total return swaps and SFTs with counterparties that satisfy the criteria (including those relating to legal status, country of origin and minimum credit rating) as set out in the Prospectus under the heading "The ICAV", sub-paragraph, "Securities Financing Transactions" and above under the heading "Counterparties to Over-The-Counter (OTC) FDIs". The categories of collateral which may be received by the Fund are set out below under the heading “Leverage and Collateral” and includes cash and non-cash assets. The risks associated with SFTs are more fully described in the section of the Prospectus entitled “General Risk Factors”, sub-paragraphs, “Derivatives Risk” and “Securities Lending Risk”.

13. HEDGING POLICY Currency hedging is a technique that may be used to reduce the risk that arises from the change in price of one currency against another. Essentially, the structure of a currency hedging process would attempt to compensate for any shifts in the relative value of the currency type utilised in the investment scheme. The hope is that by minimising the exposure of the investor to unfavourable shifts in the money market, a reasonable return on the investment will be achieved even if the currency involved takes a fall. While currency hedging may be effective in an attempt to protect asset trading in longer term investment allocations, it is costly (transaction and operational costs may be high), may detract from performance and may not fully protect for downside fluctuation. To seek to limit the potential adverse impact of a contrary trend in the foreign exchange markets, the Investment Manager may seek to hedge the currency risk between the underlying investment and Base Currency of the Fund. The Fund will generally not invest in currency speculation. In the case of Class II EUR Accumulation, Class IV USD Accumulation NV and Class V USD Accumulation NV, the Company will not employ techniques, to hedge these Share Classes’ exposure to changes in exchange rates between the Base Currency and the currency of the Share Class, except in instances where the Fund holds securities in currencies other than the Base Currency (Euro). The Investment Manager may at times, hedge specific currency exposure with respect to specific investments held by the Fund in order to reduce designated position risk. The Fund will not engage in actively hedging the Fund's portfolio or in speculative trading in the named classes. As such, the Net Asset Value per Share and investment performance of such Shares Classes may be affected, positively or negatively, by changes in the value of the Base Currency relative to the value of the currency in which the relevant Share Class is denominated. Currency conversion will take place on subscriptions, repurchases, conversions and distributions at prevailing exchange rates. As such, performance may be strongly influenced by movements in FX rates because currency positions held by the Fund may not correspond with the securities positions held.

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The Investment Manager reserves the right to create a new Share Class which may engage in share class level hedging when or if it determines the alternative Share Class would be beneficial in order to limit currency exposure between the currency of the relevant Share Class and the Base Currency of the Fund, as applicable.

14. LEVERAGE AND COLLATERAL Leverage and Global Exposure The Fund’s exposure to FDI will be calculated using the ‘commitment approach’ as permitted under the UCITS Regulations and the Central Bank UCITS Regulations. The Fund’s global exposure (as prescribed in the Central Bank UCITS Regulations) relating to FDI shall not exceed 100% of the Net Asset Value of the Fund and will be measured using the commitment approach. The commitment approach calculates global exposure by measuring the market value of the underlying exposures of financial derivative instruments. Collateral Policy Where necessary, the Fund will accept collateral from its counterparties in order to reduce counterparty risk exposure arising from over-the-counter derivative transactions or efficient portfolio management techniques relating to the Fund. Any collateral received by the Fund shall comprise of cash collateral and/or non-cash assets of varying maturity. Notwithstanding that set out in the Prospectus of the ICAV, the Fund may accept non-cash assets as collateral, such as equities, debt securities and money market instruments. Any non-cash assets accepted as collateral must satisfy the requirements of the Central Bank relating to non-cash collateral which may be received by a UCITS. The level of collateral required to be posted may vary by counterparty with which the Fund trades. Cash collateral received by the Fund may be reinvested in accordance with the requirements of the Central Bank at the discretion of the Investment Manager. In this regard, any cash collateral received by the Fund may also be placed on deposit with relevant credit institutions as permitted by the UCITS Regulations. In such circumstances, the Fund shall be exposed to the creditworthiness of the relevant credit institution with which cash collateral is placed. If cash collateral received by the Fund is re-invested, the Fund is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced, and the Fund will have less protection if the counterparty defaults. The risks associated with the re-investment of cash collateral are substantially the same as the risks which apply to the other investments of the Fund. The haircuts applied (if any) by the Investment Manager are adapted for each class of assets received as collateral, taking into account the characteristics of the assets such as the credit standing and/or the price volatility, as well as the outcome of any stress tests performed in accordance with Central Bank requirements. Each decision of the Investment Manager to apply a specific haircut or to refrain from applying any haircut, to a certain class of assets should be justified on the basis of the policy applicable to the Fund. From time to time and subject to the requirements set out below, the policy on levels of collateral required and haircuts may be adjusted, at the discretion of the Investment Manager, where this is determined to be appropriate in the context of the specific counterparty, the characteristics of the asset received as collateral, market conditions or other circumstances.

15. RISK MANAGEMENT PROCESS The Manager employs a risk management process which enables it to accurately measure, monitor and manage the various risks associated with FDI. Details of the derivatives which may be used are set out in the derivatives risk management process filed with the Central Bank. The Investment Manager 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

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main categories of investments of the Fund. Any types of derivative not included in the risk management process will not be used until such time as a revised risk management process has been provided to the Central Bank.

16. SHARE DEALING Subscriptions Details of the Initial Offer Period and Initial Price in respect of each Class are set out in the Share Class Table at Appendix I. The Initial Offer Period may be extended or shortened by the Directors or the Manager at their discretion and in accordance with the requirements of the Central Bank. Subject to acceptance of applications for Shares by the ICAV, subscriptions will be issued for the first time on the first Subscription Date after expiry of the Initial Offer Period. After closing of the Initial Offer Period, Shares will be available for subscription at the Net Asset Value on each Subscription Date. Monies subscribed for each class should be in the denominated currency of the relevant share class. The completed Application Form must be received by post, delivery or fax (with the original to follow as soon as is possible) by the Administrator by no later than Dealing Deadline on the Subscription Date with respect to Subscriptions. Subscription monies must be received by the Administrator, for the account of the Fund, by no later than the Subscription Settlement Date. If payment in full has not been received by the relevant times stipulated above, the application may be refused, and the Shares provisionally allotted will be cancelled. Applications not received or incorrectly completed applications received by the Administrator by the Subscription Dealing Deadline shall be, subject to the discretion of the Directors, held over and applied on the next following Subscription Date or until such time as a properly completed Application Form is received by the Administrator on the date on which it is processed. Redemptions Shares will be redeemable at the option of the Shareholder on each Redemption Date except in the circumstances described herein and in the Prospectus. Requests for redemption may be made by post, delivery or fax (with the original to follow as soon as is possible) to the Administrator so as to be received by no later than the Dealing Deadline on the relevant Redemption Date on which the Shares are to be redeemed. Redemption requests not received by this time shall be held over and applied on the next following Redemption Date. Shares will be redeemed at the Net Asset Value as calculated on the relevant Redemption Date, subject to the application of a redemption fee, unless otherwise determined by the Directors and notified in advance to Shareholders. Redemptions will be remitted to the holder of record by the Redemption Settlement Date, provided that the Administrator has received the correct repurchase documentation, or at other such time as the Shareholder has been notified of a redemption delay due to the Shareholder’s ownership percentage of the net asset value of the Fund. Redemption requests for less than the Minimum Redemption will be refused. A request for a partial redemption of Shares will be refused, or the holding may be redeemed in its entirety, if, as a result of such partial redemption, the aggregate Net Asset Value of the Shares maintained by the Shareholder would be less than the Minimum Holding specified in the Share Class Table at Appendix I (if any). Settlement for redemptions will typically be made by telegraphic transfer or other form of bank transfer to the bank account of the Shareholder specified in the Application Form (at the Shareholder’s risk). Redemption proceeds will not be remitted until the Administrator has received the original of the redemption request form including payment details. No redemption payment may be made from that holding until the original Application Form has been received from the Shareholder and all documentation required by the Administrator including any

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documents in connection with anti-money laundering procedures have been received. Subject to the agreement of the Administrator, the original of the redemption request may not be required prior to payment of redemption proceeds, provided that an indemnity in relation to faxed instructions in the form prescribed by the Administrator has been received by the Administrator and the redemption proceeds are paid to the account of record. No payments to third parties will be effected. As set out in the Prospectus, the Directors also reserve the right to the compulsory redemption of all Shares held by Shareholder if the aggregate Net Asset Value of the Shares held by the Shareholder is less than the Minimum Holding specified in the Share Class Table at Appendix I (if any). Prior to any compulsory redemption of Shares, the Administrator will notify the Shareholders in writing and allow such Shareholder thirty days to purchase additional Shares to meet this minimum requirement. Conversion of Shares Subject to the applicable Minimum Subscription, Minimum Subsequent Subscription, Minimum Holding and Minimum Redemption requirements, as detailed below, Shareholders may request conversion of some or all of their Shares in one Fund or Class to Shares in another Fund or Class or another Class in the same Fund in accordance with the procedures specified in the Prospectus under the heading “Conversion of Shares”; save that the Fund does not permit the conversion, in whole or in part, of any Class of Shares into Class II Shares of the Fund. Minimum Subscription, Minimum Subsequent Subscription, Minimum Holding and Minimum Redemption Requirements The Directors are entitled to impose Minimum Subscription (in the case of an applicant’s first subscription into the Fund) or in the case of a Shareholder applying for further Shares, the Minimum Subsequent Subscription, Minimum Holding and/or Minimum Redemption requirements in respect of each Class of Shares; details of which are set out in the Share Class Table at Appendix I. The Directors and the Manager have the right in their discretion to waive or reduce the Minimum Subscription, Minimum Subsequent Subscription, Minimum Holding and/or Minimum Redemption requirements outlined in the Share Class Table at Appendix I (if any) at any time, subject to the requirements of the UCITS Regulations and the Central Bank UCITS Regulations. The Directors and the Manager have delegated the right to the Investment Manager to waive the Minimum Subscription, Minimum Subsequent Subscription, Minimum Holding and/or Minimum Redemption outlined in the Share Class Table at Appendix I (if any) at any time in its sole discretion, provided that Shareholders in the same Class shall be treated equally and fairly.

17. DIVIDEND POLICY All Share Classes in the Fund are Accumulation Share Classes. It is intended that, in the normal course of business, distributions will not be declared and that any net investment income attributable to each Accumulation Share Class will be accumulated daily in the respective Net Asset Value per Share of each respective Share Class. Shareholders will be notified in advance of any change in distribution policy for the Accumulation Share Classes and full details will be provided in an updated Prospectus or Supplement.

18. FEES AND EXPENSES The Fund shall bear its' attributable portion of the fees and operating expenses of the ICAV. The fees and operating expenses of the ICAV are set out in detail under the heading “Fees and Expenses” in the Prospectus. The charges and expenses apply to the Fund, save as set out herein. Establishment Expenses The fees and expenses relating to the establishment and organisation of the Fund will be discharged by the Investment Manager and shall not be borne by the Fund.

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Fixed Fee Arrangement An annual aggregate fee shall be payable by the Fund which shall not exceed 0.25% of the Net Asset Value per annum of the Fund, subject to a minimum annual fee of €150,000, payable monthly in arrears which will include the Management Fee, the Administration Fee, the Depositary Fee and the Ancillary Fees and Expenses (each as defined below) (the “Fixed Fee”). Where the aggregate of the Management Fee, the Administration Fee, the Depositary Fee and the Ancillary Fees and Expenses exceed the Fixed Fee, the excess amount shall be paid by the Investment Manager and not by the Fund. For the avoidance of doubt, all other fees and expenses (including the fees and expenses of the Investment Manager and trading costs related to the Fund) are not included within the Fixed Fee and shall be paid out of the assets of the Fund. Management Fee The Manager shall be entitled to an annual management fee in respect of its services to the Fund which shall represent the balance of the Fixed Fee, after the discharge in the first instance of the Administration Fee, the Depositary Fee and the Ancillary Fees and Expenses (the “Management Fee”). The Management Fee shall accrue daily and be payable monthly in arrears. The Manager will also be reimbursed out of the assets of the Fund for reasonable vouched out of pocket expenses and disbursements, and for any VAT payable on any such disbursement, incurred by the Manager in respect of the Fund. Administration Fee Pursuant to the Administration Agreement, the Administrator shall be entitled to receive payment of its fees, including administration fees, transfer agency, Net Asset Value calculation, financial reporting, CRS and FATCA account review & reporting fees (the “Administration Fee”). This excludes all reasonable vouched out-of-pocket costs and expenses incurred by the Administrator and any transaction fees not paid by the Manager on behalf of (or attributable to) the Fund which will be payable out of the assets of the Fund. The fees and expenses of the Administrator will accrue at each Valuation Point and are payable monthly in arrears. Depositary Fee The Depositary shall be entitled to receive payment of its fees pursuant to the Depositary Agreement (the “Depositary Fee”). This excludes sub-custodial fees (which shall be payable at normal commercial rates) and all reasonable vouched out-of-pocket expenses incurred by the Depositary and any transaction fees not paid by the Manager which will be payable out of the assets of the Fund. The fees and expenses of the Depositary shall be calculated and accrued at each Valuation Point and shall be payable monthly in arrears. Investment Management Fee The Investment Manager shall be entitled to receive out of the assets of the Fund the following annual investment management fee, together with any VAT, if applicable, in respect to each Class. The fee payable to the Investment Manager will be calculated and accrued at each Valuation Point based on the daily Net Asset Value of the relevant Class and will be paid monthly in arrears.

Class Investment Management Fee

Performance Fee

Class IV Shares 1.25 per cent of the Net Asset Value of the Class IV Shares of the Fund.

None

Class II Shares and Class V

0.25 per cent of the Net Asset Value of the Class II

Performance Fee may be charged, as more particularly set out below under

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Shares Share/Class V Shares of the Fund.

the heading "Performance Fee".

The Investment Manager may, in its discretion and upon request, pay rebates directly to Shareholders. Such rebates are paid from fees received by the Investment Manager and therefore do not represent an additional charge on the Funds’ assets. The Investment Manager shall also be entitled to be repaid out of the assets of the Fund all of its reasonable out-of-pocket expenses (including VAT thereon) properly incurred by it in the performance of its duties and responsibilities under the Investment Management Agreement in respect of the Fund. The Investment Manager shall pay the fees and expenses of any sub-investment manager or investment advisor appointed by it out of its own fee. Performance Fee Class IV Shares No Performance Fee shall be applied in respect of Class IV Shares. Class II Shares, Class V The Investment Manager shall be entitled to receive out of the assets of the Fund a performance fee (the “Performance Fee”) which will accrue on each Valuation Point and be paid annually in arrears at the end of each twelve month period (the “Calculation Period”) in an amount equal to “A”. The Performance Fee shall not crystallise more than once per year.

“A” = 20% x “B” x “C” Where; “B” = the excess amount by which the Fund outperforms the Benchmark Index with reference to the relevant Calculation Period “C”= the number of Shares in issue at the end of each Calculation Period

Where “B” is zero or less, no Performance Fee is paid. The Benchmark Index for the Class with regard to the Performance Fee is:

Share Class Benchmark Index

Class II The average daily Eonia rate each quarter plus 50 basis points.

Class V The average daily Eonia rate each quarter plus 50 basis points.

For Class V USD Accumulation, the EONIA rate will be converted to a USD equivalent for all performance fee calculations by utilising the prevailing exchange rate (as determined by the Manager). Any underperformance compared to the Benchmark Index in preceding Calculation Periods will be clawed back before the Performance Fee becomes due in subsequent Calculation Periods. The first Calculation Period for the purposes of calculating the Performance Fee shall be from the Business Day which immediately follows the closing of the Initial Offer Period in respect of the Fund until the end of the relevant calendar year. The Performance Fee shall be calculated by the Administrator (subject to verification by the Depositary). For the purposes of calculating the Performance Fee, the current Net Asset Value per Share shall be determined prior to the accrual of any Performance Fee applicable to such Shares but after the deduction of all other Fund expenses, including without limitation,

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the Investment Management Fee. The Performance Fee will accrue and be taken into account in the calculation of the Net Asset Value per Share on each Dealing Day. In the event that the Fund suffers a redemption of Shares on a Dealing Day within a Calculation Period, the Investment Manager shall be entitled to receive the Performance Fee per Share accrued in respect of such redemption. Any such entitlement to Performance Fees in respect of redemptions of Shares will not be repayable although such entitlement will be taken into account in calculating the Performance Fee entitlement, if any, in respect of the Calculation Period as a whole. As the Performance Fee is based on net realised and net unrealised gains and losses as at the end of each Calculation Period, the Performance Fee may be paid on unrealised gains which may subsequently never be realised. The methodology used in calculating the performance fees in respect of the Shares may result in inequalities as between Shareholders in relation to the payment of performance fees (with some investors paying disproportionately higher performance fees in certain circumstances which include paying performance fees which include performance from a period prior to their subscription where subscriptions are received during a Calculation Period) and may also result in certain Shareholders having more of their capital at risk at any time than others (as no equalisation methodology is employed in respect of the performance fee calculation). The Performance Fee is not included in the Investment Management Fee or the Fixed Fee Arrangement. Ancillary Fees and Expenses The Manager shall pay or otherwise procure the payment of, out of the assets of the Fund, the fees payable to any director appointed to the ICAV, audit fees, money laundering reporting officer's fees, company secretarial and registered office fees, fees associated with the system administration of the Central Bank's online reporting system, Directors' payroll services and Directors & Officers insurance cover attributable to the Fund (inclusive of non-recoverable VAT, the “Ancillary Fees and Expenses”). Subscription Fee Shareholders may be subject to a subscription fee of 2% of the subscription price of Shares being acquired. Shareholders will be notified in advance, as appropriate, in the event that such fees will be charged. Such a subscription fee may be waived at the discretion of the Directors, the Manager and/or the Investment Manager; provided that Shareholders in the same position in the same Class shall be treated equally and fairly. Where imposed, the subscription fees shall be paid to the Manager, which at its discretion, may elect to allocate such subscription fees between one or more distributors or selling agents and provided that such distributors or selling agents are eligible to receive such subscription fees under local rules. Redemption Fee It is not currently intended that a separate redemption fee in respect of any Class will be imposed. Shareholders will be notified in advance, as appropriate, in the event that such fees will be charged is in the future. Conversion Charge A conversion charge of up to 3% of the Shares to be converted may be retained by the Fund or Class in which the Shares (save in respect of Non-Voting Shares) are held prior to conversion to cover the costs of the conversion. Such a conversion charge may be waived at the discretion of the Directors, the Manager and/or the Investment Manager; provided that Shareholders in the same position in the same Class shall be treated equally and fairly.

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In accordance with the requirements of the Central Bank, Shareholders which hold Non-Voting Shares shall be able to request the exchange of their Non-Voting Shares, without charge or fee, to Shares with full voting rights. Dilution Levy It is not intended that an anti-dilution levy shall be charged with respect to either subscription or redemption requests. A reasonable notification period shall be given to Shareholders to enable them, if they choose to do so, to redeem their Shares in the Fund, prior to the implementation of an anti-dilution levy.

19. CONFLICTS OF INTEREST Please refer to the section of the Supplement entitled "MANAGEMENT AND ADMINISTRATION", sub-paragraph "Conflicts of Interest" for further information.

20. MATERIAL CONTRACTS In addition to those material contracts disclosed in the Prospectus, the following contract(s) which are or may be material have been entered into otherwise than in the ordinary course of business. Investment Management Agreement between the ICAV, the Manager and the Investment Manager dated 21 December, 2018, as same may be amended, under which the Investment Manager was appointed as investment manager of the Fund’s assets. The Investment Management Agreement provides that the Investment Manager shall be responsible for managing the assets of the Fund. The Investment Manager will be liable to the Company for any losses, liabilities, actions, proceedings, claims, costs and expenses (individually a “Loss”, collectively “Losses”) sustained by reason of its fraud, bad faith, wilful default, recklessness or negligence in respect of its obligations and duties under the Investment Management Agreement. The appointment of the Investment Manager shall continue in full force and effect unless and until terminated by any party to the Investment Management Agreement, giving not less than ninety days’ written notice to the other. The Investment Manager shall not in the absence of negligence, fraud, bad faith, recklessness or wilful default on the part of the Investment Manager or any act constituting a breach of the obligations of the Investment Manager under the Investment Management Agreement be liable to the ICAV, the Manager or any Shareholder of the Fund for any act or omission in the course of or in connection with its services rendered under the Investment Management Agreement. In no circumstances shall the Investment Manager be liable for any indirect or consequential damages (including without limitation, loss of profits or loss of goodwill) suffered by the Fund, the Manager, the Investment Manager and/or or any Shareholder. The Investment Manager may, in the absence of manifest error or negligence, rely without enquiry upon all information supplied to it by the Fund and/or the Manager, the Depositary or any persons appointed by them. The Investment Management Agreement provides that the Investment Manager shall be responsible for managing the assets of the Fund. The Manager (out of the assets of the Fund) shall indemnify, defend and hold harmless the Investment Manager from and against all actions, proceedings, claims and against all loss, costs, demands and expenses (including reasonable legal expenses) which may be brought against, suffered or incurred by the Investment Manager, by reason of the performance or non-performance of its obligations under the terms of the Investment Management Agreement (other than by reference to any negligence, fraud, bad faith, recklessness or wilful default in the performance or non-performance by the Investment Manager or persons designated by it of its obligations or duties thereunder) or as a result of a breach of any of its obligations under the Investment Management Agreement. The Investment Manager shall not be under any liability to the ICAV and/or the Manager on account of anything done or suffered by the Investment Manager in accordance with or in pursuance of any request or advice of the ICAV and/or the Manager or their respective agents, delegates or appointees or any of them or pursuant to any proper instructions in the performance of its obligations or functions thereunder. The Investment Management Agreement may be terminated by any party thereto forthwith by notice in writing to the other parties if at any time: (a) any party shall go into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved

23

in writing by the other parties); (b) shall commit any material breach of any of its obligations under this Agreement and shall fail to make good such breach within 30 days of receipt of notice requiring it to do so; or (c) shall cease to be permitted to permitted to perform its duties and obligations under any applicable laws. The Investment Manager has the power to delegate its duties in accordance with the Central Bank’s requirements.

21. DISCLOSURE OF PORTFOLIO INFORMATION Information on the underlying investments in the Fund such as shares, sector and geographic allocation is available to all Shareholders. Shareholders should contact the Investment Manager to request this information. There will be an appropriate time-lag (i.e. at least one month) between the purchase/sale of the Fund’s investments and the time at which the information is made available.

22. PUBLICATION OF THE NET ASSET VALUE The Net Asset Value per Share of the Fund as calculated for each Valuation Point will be published daily on www.carnegroup.com and such other media as the Directors may from time to time determine. The Net Asset Value per Share will be available from the Administrator. Such information is published for information only; it is not an invitation to subscribe for, redeem or convert Shares at that Net Asset Value.

23. RISK FACTORS The attention of investors is drawn to the section in the Section of the Prospectus entitled “Risk Factors”, together with the following additional risk factors listed below. Investment Risk: There can be no assurance that the Fund will achieve its investment objective. The value of Shares may rise or fall, as the capital value of the securities in which the Fund invests may fluctuate. The investment income of the Fund is based on the income earned on the securities it holds, less expenses incurred. Therefore, the Fund’s investment income may be expected to fluctuate in response to changes in such expenses or income. In addition to other risks mentioned below, there are four primary risks directly associated with the Fund: 1) the Investment Manager may not accurately predict earnings capacity so even if payout ratios remain consistent, it is possible that the Investment Manager may overestimate dividends; 2) the tax regime in regard to dividends could change in various jurisdictions making buybacks and capital gains relatively more attractive to investors; 3) quickly moving market declines may continue to cause valuation erosion across all underlying securities and dividend cuts may be much greater and longer term than anticipated; and 4) counterparty risk is present in every swap transaction. Counterparty risk is defined as the potential risk that the entity may default on its commitments to the Fund. Equity Market Risks: Investments in equity securities offer the potential for capital appreciation. However, such investments also involve risks, including issuer, industry, market and general economic related risks. Although the Investment Manager will attempt to reduce these risks by utilising various techniques described herein, adverse developments or perceived adverse developments in one or more of these areas could cause a substantial decline in the value of equity securities owned by the Fund. Non-Publicly Traded and Rule 144A Securities: Non-publicly traded and Rule 144A Securities may involve a high degree of business and financial risk and may result in substantial losses. These securities may be less liquid than publicly traded securities, and the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realised from these sales could be less than those originally paid by the Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. A Fund’s investment in non-publicly traded securities (which may be less liquid than publicly traded securities) is subject to the risk that should the Fund desire to sell any of these

24

securities when a ready buyer is not available at a price that is deemed to be representative of their value, the Net Asset Value of the Fund could be adversely affected. Investments in the Securities of Emerging Market Countries: The Fund may invest in securities of companies domiciled in or conducting their principal business activities in Emerging Market Countries. Investing in the equity and fixed income markets of Emerging Market Countries involves exposure to economic structures that are generally less diverse and mature, and to political systems that can be expected to have less stability than those of developed countries. Historical experience indicates that the markets of Emerging Market Countries have been more volatile than the markets of the more mature economies of developed countries; however, such markets often have provided higher rates of return to investors. Investments in the Securities of Frontier Market Countries: The Fund may invest in securities of companies domiciled in or conducting their principal business activities in Frontier Markets. The International Finance Corporation typically refers to Frontier Markets as a subset of the emerging market universe which poses higher but similar risks to those of emerging markets. Generally, frontier markets are characterised as those with higher economic and political volatility, less market stability, lower market capitalisation, and less liquidity then the more developed emerging markets. Investing in Emerging Market Countries and Frontier Markets poses higher risk than investing in developed markets and include the following risks. Economic & Political Factors: Investments in securities of issuers located in Emerging Market Countries involve special considerations and risks, including the risks associated with high rates of inflation and interest with respect to the various economies, the limited liquidity and relatively small market capitalisation of the securities markets in Emerging Market Countries, relatively higher price volatility, large amounts of external debt and political, economic and social uncertainties, including the possible imposition of exchange controls or other foreign governmental laws or restrictions which may affect investment opportunities. In addition, with respect to certain Emerging Market Countries, there is the possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments that could affect investments in those countries. Moreover, individual Emerging Market Countries economies may differ favourably or unfavourably from the economies of developed nations in such respects as growth of gross national product, rates of inflation, capital investment, resources, self-sufficiency and the balance of payments position. Certain Emerging Market Countries investments may also be subject to foreign withholding taxes. These and other factors may affect the value of the Fund’s shares. The economies of some Emerging Market Countries have experienced considerable difficulties in the past. Although in certain cases there have been significant improvements in recent years, many such economies continue to experience significant problems, including high inflation and interest rates. Inflation and rapid fluctuations in interest rates have had and may continue to have very negative effects on the economies and securities markets of certain Emerging Market Countries. The development of certain Emerging Market Countries economies and securities markets will require continued economic and fiscal discipline, which has been lacking at times in the past, as well as stable political and social conditions. Recovery may also be influenced by international economic conditions, particularly those in the U.S., and by world prices for oil and other commodities. There is no assurance that economic initiatives will be successful. Certain of the risks associated with international investments and investing in smaller capital markets are heightened for investments in Emerging Market Countries. For example, some of the currencies of Emerging Market Countries have experienced steady devaluations relative to the U.S. Dollar, and major adjustments have been made in certain of such currencies periodically. In addition, governments of certain Emerging Market Countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government owns or controls many companies, including the largest in the country. Accordingly, government actions in the future could have a significant effect on economic conditions in such countries, which could affect private sector companies and the value of securities in the Fund’s portfolio.

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Market Liquidity & Volatility: The securities markets in Emerging Market Countries are substantially smaller, less liquid and more volatile than the major securities markets in the U.S. and Europe. A limited number of issuers in most, if not all, securities markets in Emerging Market Countries may represent a disproportionately large percentage of market capitalisation and trading volume. Such markets may, in certain cases, be characterised by relatively few market makers, participants in the market being mostly institutional investors including insurance companies, banks, other financial institutions and investment companies. The combination of price volatility and the less liquid nature of securities markets in Emerging Market Countries may, in certain cases, affect the Fund’s ability to acquire or dispose of securities at the price and time it wishes to do so, and consequently may have an adverse impact on the investment performance of the Fund. Information Standards: In addition to their smaller size, lesser liquidity and greater volatility, securities markets in Emerging Market Countries are less developed than the securities markets in the U.S. and Europe with respect to disclosure, reporting and regulatory standards. There is less publicly available information about the issuers of securities in these markets than is regularly published by issuers in the U.S. and in Europe. Further, corporate laws regarding fiduciary responsibility and protection of stockholders may be considerably less developed than those in the U.S. and Europe. Emerging market issuers may not be subject to the same accounting, auditing and financial reporting standards as U.S. and European companies. Inflation accounting rules in some Emerging Market Countries require, for companies that keep accounting records in the local currency for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to reflect the high rates of inflation to which those companies are subject. Inflation accounting may indirectly generate losses or profits for certain companies in Emerging Market Countries. Thus, statements and reported earnings may differ from those of companies in other countries, including the U.S. Custody and Settlement Risk: As the Fund may invest in markets where custodial and/or settlement systems are not fully developed. In such circumstances, the assets of the Fund which are traded in such markets may have been entrusted to sub-custodians, may result in additional risks to the Fund. Such risks include (i) a non-true delivery versus payment settlement, (ii) a physical market, and as a consequence the circulation of forged securities, (iii) poor information in regards to corporate actions, (iv) a registration process that affects the availability of the securities, (v) lack of appropriate legal/fiscal infrastructure advices, and (vi) lack of compensation/risk fund with the relevant central depository. Furthermore, even when the Fund settles trades with counterparties on a delivery-versus-payment basis, it may still be exposed to credit risk to parties with whom it trades. Certain markets in Central and Eastern Europe present specific risks in relation to the settlement and safekeeping of securities. These risks result from the fact that physical securities may not exist in certain countries (such as Russia); as a consequence, the ownership of securities is evidenced only on the issuer’s register of shareholders. Each issuer is responsible for the appointment of its own registrar. In the case of Russia, up until 1 April 2013 there was no central registration system for shareholders which resulted in a broad geographic distribution of several thousand registrars across Russia. Russia’s Federal Commission for Securities and Capital Markets (the “Commission”) has defined the responsibilities for registrar activities, including what constitutes evidence of ownership and transfer procedures. However, difficulties in enforcing the Commission’s regulations mean that the potential for loss or error still remains and there is no guarantee that the registrars will act according to the applicable laws and regulations. Under the previous registration system, the registrar produces an extract of the register of shareholders as at that particular point in time. Ownership of shares is evidenced by the records of the registrar, but not by the possession of an extract of the register of shareholders. The extract is only evidence that registration has taken place. It is not negotiable and has no intrinsic value. In addition, a registrar will typically not accept an extract as evidence of ownership of shares and is not obligated to notify the Depositary, or its local agents in Russia, if or when it amends the register of shareholders. As a consequence of this Russian securities are not on physical deposit with the Depositary or its local agents in Russia. Therefore, neither the Depositary nor its local agents in Russia can be considered as performing a physical safekeeping or

26

custody function in the traditional sense. The registrars are neither agents of, nor responsible to, the Depositary or its local agents in Russia. However, a change occurred in the custody arrangements applicable to certain Russian securities on 1 April 2013. From that date, the holding of many Russian securities by investors in the Fund will no longer be evidenced by a direct entry on the issuer’s register of shareholders. Instead, the ownership of, and settlement of transactions in, those Russian securities was moved to a central securities depositary, the National Securities Depositary (“NSD”). The Depositary or its local agent in Russia is a participant on the NSD. The NSD in turn will be reflected as the nominee holder of the securities on the register of the relevant issuer. Therefore, while this is intended to introduce a centralised and regulated system for recording of the ownership of, and settlement of transactions in, Russian securities, it does not eliminate all of the risks associated with the registrar system outlined above. Investments in securities listed or traded in Russia will only be made in equity and/or fixed income securities that are listed or traded on level 1 or level 2 of the RTS stock exchange or MICEX. The Depositary shall be liable to the Company and the Shareholders for any loss suffered by them as a result of its unjustifiable failure to perform its obligations or its improper performance of them and does not extend to losses due to the liquidation, bankruptcy, negligence or wilful default of any registrar. In the event of such losses the Fund will have to pursue its rights directly against the issuer and/or its appointed registrar. The aforesaid risks in relation to safekeeping of securities in Russia may exist, in a similar manner, in other Central and Eastern European countries in which the Fund may invest. Currency Transactions: The Fund, as a consequence of its exposure to permitted investments (as disclosed above under the heading "Investment Policy", sub-paragraph "Ancillary Liquid Assets" and "Hedging Policy") that are denominated in currencies other than its Base Currency, may be exposed to currency exchange risk. For example, changes in exchange rates between currencies or the conversion from one currency to another may cause the value of the Fund’s investments to diminish or increase. Currency exchange rates may fluctuate over short periods of time. They generally are determined by supply and demand in the currency exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates can be affected unpredictably by intervention (or the failure to intervene) by governments or central banks, or by currency controls or political developments. If the currency in which a security is denominated appreciates against the Fund’s Base Currency, the Base Currency value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security expressed in the Base Currency of the Fund. Should the Fund engage in hedging transactions, while potentially reducing the currency risks to which the Fund would otherwise be exposed, involve certain other risks, including the risk of a default by a counterparty. Derivatives: Derivatives, in general, involve special risks and costs and may result in losses to a Fund. The successful use of derivatives requires sophisticated management, and a Fund will depend on the ability of the Fund’s Investment Manager to analyse and manage derivatives transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. In addition, correlation between the particular derivative and an asset or liability of the Fund may prove not to be what the Fund’s Investment Manager expected. Some derivatives are "leveraged" and therefore may magnify or otherwise increase investment losses to the Fund and incur additional charges and fees. Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Funds’ derivatives positions at any time. In fact, many over-the-counter instruments will not be liquid and may not be able to be “closed out” when desired. Over-the-counter instruments also involve the risk that the other party will not meet its securities obligations to the Fund. The counterparties in “over-the-counter” markets are typically not subject to regulatory oversight as are members of “exchange based” markets, and there is no clearing corporation which guarantees the payment of required amounts. This exposes the Fund to the risk that a counterparty may not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Operations risk can stem from trades not being confirmed correctly or remaining unconfirmed post trade execution. Other areas of operational risk can result from

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cash flows being unconfirmed or positions within a portfolio not being reconciled regularly. Due to the smaller number of participants in this marketplace, liquidity is of primary importance. A liquidity crisis (the inability to terminate or sell (or cover short) derivative positions) may seriously affect exchange listed positions to the same degree as over-the-counter traded derivatives. Derivatives also involve legal risk, the risk of loss due to the unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly. Counterparty Risk: Counterparty risk is the risk associated with the financial stability of the parties entering into contracts. The lower the counterparty risk, the lower the price of the transaction. Futures, options and swap contracts executed on a designated contract market are guaranteed against default by the clearing organization. Futures, options and swap transactions are executed over the counter between two parties in which counterparty risk is a primary consideration.

24. MISCELLANEOUS

As at the date of this Supplement, the ICAV has one other Fund approved the Central Bank, namely, Argonaut Pan European Alpha Fund. However Argonaut Pan European Alpha Fund has now closed and an application for withdrawal of approval will be submitted to the Central Bank once audited accounts showing a zero NAV are available.

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APPENDIX I - SHARE CLASS TABLE

McKinley Capital Dividend Strips Growth Fund – Fund denomination – Euro

Share class Share class base currency

Initial Price

Initial Offer Period

Minimum Subscription

Minimum subsequent investment

Minimum Holding

Minimum Redemption

Hedged / Unhedged

Accumulation / Distributing

Voting Class

Subscription Fee

Redemption Fee

Conver-sion Charge

ADL

Class II EUR Accumulation

Euro EUR100 Closed

EUR500,000

EUR100,000 EUR 500,000

None Unhedged Accumulation Class

Yes 2% None Up to 3% None

Class IV USD Accumulation NV

U.S. Dollar

USD100 Closed

USD 625,000 USD 125,000 USD 625,000 None Unhedged Accumulation Class

No 2% None None None

Class V USD Accumulation NV

U.S. Dollar

USD100 Closed

USD 625,000 USD 125,000 USD 625,000 None Unhedged Accumulation Class

No 2% None None None