ICE GLOBAL CREDIT (DCAM) FUND LIMITED

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1 ICE GLOBAL CREDIT (DCAM) FUND LIMITED (incorporated with limited liability in Ireland with registration number ) USD 2,000,000,000 Asset Backed Pass Through Notes due 30 July 2045 On 3 September 2014 (the "Closing Date") ICE Global Credit (DCAM) Fund Limited (the "Issuer") will issue USD 2,000,000,000 Asset Backed Pass Through Notes due 30 July 2045 (the "Notes"). The Notes will be constituted by and issued pursuant to a trust deed (the "Trust Deed") dated the Closing Date between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Trustee"). The terms and conditions of the Notes (the "Conditions") are set out herein under "Terms and Conditions of the Notes". The Notes will be partly paid on issue in the amount of USD 180,000,000. Note Holders may, but will not be obliged to, make further instalment payments on the Notes from time to time subject to the maximum Stated Amount of USD 2,000,000,000. The Notes will constitute direct, unsecured, unconditional and subordinated obligations of the Issuer. Interest (if any) on the Notes will accrue in respect of, and throughout each Accrual Period. As further described herein, Interest will be dependent on the performance of the Portfolio of the Asset Level Issuer. Accrued Interest will be added to the Paid-Up Amount of the Notes and will not be paid out, while losses on the Portfolio may result in reduction of the Paid-up Amount of the Notes. Note Holders may redeem their notes as set out in the Conditions. Payment of Redemption Amounts, at maturity or otherwise, with respect to the Notes will depend on payments received by the Issuer in respect of the Asset Level Notes (indirectly via the Intermediate Fund), as more fully described herein. This Prospectus has been prepared for use only in connection with the Notes issued by the Issuer. This Prospectus is a prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive")) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area. This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to Notes which are to be admitted to trading on the regulated market for the purposes of Markets in Financial Instruments Directive and/or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the regulated market of the Irish Stock Exchange plc (the "Irish Stock Exchange") or other regulated markets for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). There can be no assurance that any such listing will be obtained, or if obtained, maintained. The Notes will be issued in registered form only. The Notes will be represented on issue by a global certificate (the "Global Certificate") which will be registered in the name of a nominee for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). A Note Holder may request that a definitive certificate (a "Definitive Certificate") be issued in respect of its Notes only in certain limited circumstances. The Notes may not be offered, sold, delivered or transferred within the United States or to U.S. Persons. In addition, all Note Holders must be both "accredited investors" within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act") and "qualified purchasers" under Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). (See "Sale and Purchase" below). If any withholding or deduction for or on account of tax is applicable to payments of interest or principal on the Notes, such payments will be made subject to such withholding or deduction without the Issuer being obliged to pay any additional amounts as a consequence. (See "Irish Taxation" below). Investing in the Notes involves risks - Please see "Risk Factors" beginning on page 19 to read about certain factors you should consider before buying any Notes. The date of this Prospectus is 26 August 2014

2 This Prospectus has been prepared, inter alia, for the purpose of providing information with regard to the Issuer and the Notes. The Issuer (the "Responsible Person") accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer has only made very limited queries with regards to the accuracy and completeness of the information under the sections entitled "Description of the Asset Level Issuer", "Description of the Intermediate Fund", the "Portfolio of the Asset Level Issuer" and the "Portfolio Manager to the Asset Level Issuer" in this Prospectus (the "Third Party Information"). The Issuer confirms that Third Party Information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from information published by the third party, no facts have been omitted which would render the Third Party Information inaccurate or misleading. Prospective investors in the Notes should not rely upon, and should make their own independent investigations and enquires in respect of, the accuracy and completeness of the Third Party Information. None of the Portfolio Manager, the Trustee, the Agents or any other party has or will have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by or imposed on the Portfolio Manager, the Trustee, the Agents or any other party as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer. None of the Issuer, the Portfolio Manager, the Trustee, the Agents or any other party accept responsibility to investors for the regulatory treatment of their investment in the Notes (including but not limited to whether the transaction is or will be regarded as constituting a "securitisation" for the purposes of the EU Capital Requirements Directive (Directive numbers 2006/48/EC and 2006/49/EEU, as amended, including by EU Directive 2009/111/EC) and the application of Article 122a to such transaction) in any jurisdiction or by any regulatory authority. If the regulatory treatment of an investment in the Notes is relevant to an investor's decision whether or not to invest, the investor should make its own determination as to such treatment and for this purpose seek professional advice and consult its regulator. Other than information or representations provided in writing signed by the Portfolio Manager, no person is, has been or will be authorised to give any information or to make any representation not contained in or not consistent with this Prospectus, the Portfolio Manager's form ADV, or any other information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Portfolio Manager, the Trustee, the Agents or any other party. Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation or as constituting an invitation or offer by the Issuer, the Portfolio Manager, the Trustee, the Agents or any other party that any recipient of this Prospectus or any other information supplied in connection with the Notes, should subscribe for or purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Asset Level Issuer or the Intermediate Fund. (See "Risk Factors" below for a discussion of certain factors to be considered in connection with an investment in the Notes.) The delivery of this Prospectus or the offering, sale or delivery of any Notes shall not at any time or in any circumstances imply that the information contained herein or therein concerning the Issuer is correct at any time subsequent to the date hereof or thereof (as the case may be) or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Portfolio Manager, the Trustee, the Agents and the other parties expressly do not undertake to review the financial condition or affairs of the Issuer, the Intermediate Fund or the Asset Level Issuer during the life of the Notes. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Portfolio Manager, the Trustee, the Agents and each other party do not and will not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been or will be taken by the Issuer, the Portfolio Manager, the Trustee, the Agents or any other party which would permit a public offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. 1

3 Persons into whose possession this Prospectus or Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States (or to or for the account or benefit of U.S. Persons) and the European Economic Area (See "Sale and Purchase" and "Transfer Restrictions" below). The Notes have not been, and will not be, registered under the Securities Act, as amended or the securities laws of any other jurisdiction. The Notes may not be offered, sold or delivered within the United States or to U.S. persons. See "Sale and Purchase" and "Transfer Restrictions" below). The Notes are obligations solely of the Issuer and are not obligations of, guaranteed by or the responsibility of any other entity. Neither the Issuer nor the Notes are rated with any rating service. All references in this Prospectus to "U.S. dollars", "USD" and "$" are to the currency of the United States of America and those to "euro" "EUR" and " " are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union and the Treaty of Amsterdam. The language of this Prospectus is English. Any foreign language text that is included with or within this document has been included for convenience purposes only and does not form part of the Prospectus. An investment in the Notes does not have the status of a bank deposit and is not within the scope of the Deposit Protection Scheme operated by the Central Bank. The Issuer is not and will not be regulated by the Central Bank arising from the issue of the Notes. Any websites mentioned in this document do not constitute part of this Prospectus. You should rely only on the information contained in this Prospectus. The Issuer has not authorised anyone to provide you with information that is different from that contained in this Prospectus. The information in this Prospectus is only accurate as of the date hereof. LIMITED INFORMATION REGARDING THE INTERMEDIATE FUND, THE ASSET LEVEL ISSUER AND THE ASSET LEVEL NOTES This Prospectus provides only limited information with respect to the Intermediate Fund, the Asset Level Issuer and the Asset Level Notes. None of the Portfolio Manager, the Trustee, any Agent, any other party, any affiliate (as defined in the Securities Act) of such person, or any other person, takes any responsibility for the information included in, or excluded from, this Prospectus in respect of the financial condition, creditworthiness or other factors relating to the Intermediate Fund, the Asset Level Issuer or any of their subsidiaries or affiliates, or with respect to the Asset Level Notes. Prospective purchasers of Notes therefore should consider carefully, and bear the burden of independently investigating, the condition of the Intermediate Fund, the Asset Level Issuer and the Asset Level Notes. Any and all information contained in this Prospectus regarding the Intermediate Fund, the Asset Level Issuer and the Asset Level Notes has been derived from the Portfolio Manager, the Intermediate Fund and the Asset Level Issuer. None of the Portfolio Manager, the Trustee, any Agent, any other party, any affiliate (as defined in the Securities Act) of such person, or any other person, takes any responsibility for the correctness, completeness, currency or sufficiency of the information contained in such sources. 2

4 REGULATORY NOTICES PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION (THE "CFTC"), THE PORTFOLIO MANAGER IS NOT REQUIRED TO REGISTER AS A COMMODITY POOL OPERATOR OR A COMMODITY TRADING ADVISOR. ITS COMMODITY POOL OPERATOR EXEMPTION IS CONDITIONED ON (I) THE ISSUER SELLING THE NOTES ONLY TO CERTAIN CLASSES OF INVESTORS RECOGNIZED UNDER U.S. FEDERAL SECURITIES AND COMMODITIES LAWS AND (II) EITHER THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS NOT EXCEEDING FIVE PERCENT OF THE LIQUIDATION VALUE OF THE ISSUER'S PORTFOLIO OR THE AGGREGATE NET NOTIONAL VALUE OF THE ISSUER'S COMMODITY INTEREST POSITIONS NOT EXCEEDING THE LIQUIDATION VALUE OF THE ISSUER'S PORTFOLIO. BECAUSE OF THE EXEMPTION, THE PORTFOLIO MANAGER IS NOT REQUIRED TO DELIVER A DISCLOSURE DOCUMENT OR A CERTIFIED ANNUAL REPORT TO INVESTORS. THE PORTFOLIO MANAGER WILL, HOWEVER, DELIVER THIS PROSPECTUS AND THE PERIODIC AND ANNUAL REPORTS DESCRIBED HEREIN. 3

5 INVESTOR SUITABILITY INVESTMENT IN THE NOTES INVOLVES POTENTIALLY SUBSTANTIAL RISKS. EACH PROSPECTIVE INVESTOR IN THE NOTES SHOULD BE FAMILIAR WITH INSTRUMENTS HAVING CHARACTERISTICS SIMILAR TO THE NOTES AND SHOULD FULLY UNDERSTAND THE TERMS OF THE NOTES AND THE NATURE AND EXTENT OF HIS EXPOSURE TO RISK OF LOSS. THE NOTES ARE SPECULATIVE, ILLIQUID, INVOLVE SUBSTANTIAL RISK AND ARE A SUITABLE INVESTMENT ONLY FOR A LIMITED PORTION OF AN INVESTOR'S PORTFOLIO. INVESTORS COULD LOSE ALL OR SUBSTANTIALLY ALL OF THEIR INVESTMENT IN THE NOTES. NO ONE MAY INVEST IN THE NOTES WITHOUT CAREFULLY REVIEWING THIS PROSPECTUS. Before making an investment decision, prospective investors in the Notes should conduct such independent investigation and analysis regarding: (a) the Issuer, the Notes, the Asset Level Issuer and the Asset Level Notes and (b) all other relevant persons and such market, economic and any other factors as they deem appropriate to evaluate the merits and risks of an investment in the Notes. As part of such independent investigation and analysis, prospective investors in the Notes should consider carefully all the information set out in this Prospectus and the considerations set out below. Investment in the Notes is only suitable for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the information contained in this Prospectus and the merits and risks of an investment in such Notes in the context of the investor's own financial, tax and regulatory circumstances and investment objectives. In particular, investment in the Notes is only suitable for investors who: (a) (b) (c) (d) have the willingness to accept the risks and limited liquidity of the Notes which can only be transferred or redeemed on a limited basis; have conducted an independent investigation of the Intermediate Fund, the Asset Level Issuer and the Asset Level Notes; recognise that the Notes may decline in value, and that as a result investors may suffer substantial losses; and have access to, and knowledge of, appropriate analytical tools to evaluate the merits and risks of an investment in such Notes. The "Risk Factors" section of this Prospectus contains a summary of certain risk factors involved in an investment in the Notes and your particular attention is drawn to that section. The risk factors described in the Prospectus are not, and are not intended to be, a comprehensive list of all considerations relevant to a decision to purchase or hold any of the Notes. The Issuer may, in its discretion, refuse to arrange for the issue or sale of Notes to any prospective investor even though that investor considers that it satisfies the foregoing suitability standards. Further, each prospective investor should ensure that it fully understands the nature of the transaction into which it is entering and the nature and extent of its exposure to the risk of loss of all or a substantial part of its original investment. Each prospective investor is urged to seek independent investment, legal and tax advice concerning the consequences of investing in the Notes. Prospective investors should seek their own professional advice as to: (a) (b) (c) the legal requirements within the country of their nationality, residence of domicile for investing in the Notes; any foreign exchange restriction or exchange control requirements which they might encounter on acquisition or disposal of the Notes; and the income tax and other tax consequences which may be relevant to the acquisition, holding or disposal of the Notes. 4

6 TABLE OF CONTENTS STRUCTURE OVERVIEW... 6 TRANSACTION DIAGRAM... 7 TRANSACTION OVERVIEW... 8 RISK FACTORS THE GLOBAL CERTIFICATE TERMS AND CONDITIONS OF THE NOTES CLEARING AND SETTLEMENT ARRANGEMENTS USE OF PROCEEDS DESCRIPTION OF THE ISSUER DESCRIPTION OF THE INTERMEDIATE FUND DESCRIPTION OF THE ASSET LEVEL ISSUER SUMMARY OF THE PRINCIPAL DOCUMENTS ALLOCATION OF PROFITS AND LOSSES AND FUNDS FOR REDEMPTION OF THE NOTES THE PORTFOLIO OF THE ASSET LEVEL ISSUER THE PORTFOLIO MANAGER TO THE ASSET LEVEL ISSUER TRANSFER RESTRICTIONS CERTAIN TAX CONSIDERATIONS SALE AND PURCHASE GENERAL INFORMATION ANNEX

7 STRUCTURE OVERVIEW This overview must be read as an introduction to this Prospectus and any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole. The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus. ICE Global Credit (DCAM) Fund Limited (the "Issuer") will issue USD 2,000,000,000 in stated amount of notes (the "Notes"). The Notes will be partly paid on issue. The proceeds of the Notes will be used to acquire a diversified portfolio (the "Portfolio") of credit assets consisting principally of bonds, loan obligations and participations in loan obligations (the "Portfolio Assets"). The Portfolio Assets may be performing and nonperforming and will be acquired in accordance with the investment principles set out under Description of the Portfolio Assets below. The Portfolio will be actively managed by ICE Canyon LLC. The Issuer will not acquire the Portfolio directly. The Issuer will instead apply the proceeds of the issue of the Notes to acquire limited partnership interests in ICE Global Credit (DCAM) Holdings L.P. (the "Intermediate Fund"), a Cayman Islands exempted limited partnership (the "Limited Partnership Interests"). In turn, the General Partner of the Intermediate Fund will apply the funds provided by the Issuer to subscribe for asset backed notes (the "Asset Level Notes") to be issued by ICE Global Credit (DCAM) Master Fund Limited (the "Asset Level Issuer"). The Asset Level Issuer will apply the proceeds of the issue of the Asset Level Notes in acquiring the Portfolio Assets (or in discharge of liability incurred to finance the acquisition of the Portfolio Assets) and to pay any legal or professional fees and expenses. The structure of the transaction is illustrated in the structure chart on the following page. Full descriptions of the Intermediate Fund and the Asset Level Issuer are set out below under Description of the Intermediate Fund and Description of the Asset Level Issuer respectively. In managing the Portfolio, the Portfolio Manager will act in accordance with the investment policies and restrictions as described under Description of the Portfolio Assets below. The return on the Notes will be based on the performance of the Portfolio. As more fully described under "Allocation of Profits and Losses and Funds for Redemptions on the Notes" below, gains and losses on the Portfolio will be reflected in the return on the Asset Level Notes. Returns on the Asset Level Notes will flow directly to the Intermediate Fund. This return will then be distributed to the Issuer through returns on the Limited Partnership Interests as detailed in Terms and Conditions of the Notes below. The purpose of this structure is to allow incentive based fees to be paid to the Portfolio Manager by way of an incentive allocation to the General Partner of the Intermediate Fund, an affiliate of the Portfolio Manager. As described in more detail in Terms and Conditions of the Notes below, the General Partner will maintain accounts (the "Capital Accounts") tracking investments made in the Limited Partnership Interests by the Issuer and returns due to the Issuer and the holders of the Notes. In addition, under the Limited Partnership Agreement the Intermediate Fund will be responsible for paying expenses of the Issuer on behalf of the Issuer. As described more fully in Terms and Conditions of the Notes below, interest on the Notes will be added to the principal amount of the Notes. Note Holders will gain access to return on the Notes by way of a redemption of principal amount, as more fully described under Terms and Conditions of the Notes below. 6

8 TRANSACTION DIAGRAM NOTE HOLDERS Paid Up Amounts Asset Backed Pass - Through Notes Note Trustee ICE Global Credit (DCAM) GP Co., LLC ICE Global Credit (DCAM) Fund Limited Limited Partner Capital Contributions Limited Partnership Interests General Partner ICE Global Credit (DCAM) Holdings, L.P. ICE Canyon LLC Paid Up Amounts Asset Backed Notes Portfolio Manager ICE Global Credit (DCAM) Master Fund Limited PORTFOLIO ASSETS 7

9 TRANSACTION OVERVIEW This overview must be read as an introduction to this Prospectus and any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole. The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus. THE ISSUER The Issuer ICE Global Credit (DCAM) Fund Limited (the "Issuer") is a private company with limited liability incorporated under the laws of Ireland on 27 May 2014 with registered number and having its registered office at Office G03, Fitzwilliam Business Centre, 77 Sir John Rogerson's Quay, Dublin 2. DESCRIPTION OF THE NOTES The Issuer is a special purpose vehicle incorporated for, amongst other things, the purpose of raising finance through the issuance of the Notes to fund directly the acquisition of the Limited Partnership Interests in the Intermediate Fund (as defined below) and ultimately, by way of the purchase by the Intermediate Fund of the Asset Level Notes (as defined below), the investment by the Issuer in a diversified portfolio of global credit assets. The Asset Level Issuer will borrow 100% of the net funds available from the Intermediate Fund in exchange for a note issued by the Asset Level Issuer. The Intermediate Fund will receive all of the net income, less fees, expenses and losses of the Asset Level Issuer as a return on the Asset Level Notes. (see "the Intermediate Fund", the "Asset Level Issuer" and "the Asset Level Notes" below) The Notes will give the Holders of the Notes economic exposure to the performance of the Portfolio (as defined below) of the Asset Level Issuer. Other information about the Issuer is set out under "Description of the Issuer" below. The Notes: Plan of Distribution: On 3 September 2014 (the "Closing Date") the Issuer will issue its USD 2,000,000,000 Asset Backed Pass Through Notes due 30 July 2045 (the "Notes"). The Notes will be subject to the terms and conditions of the Notes set out in the Trust Deed (the "Conditions"). (See "Terms and Conditions of the Notes"). The Notes are only offered to persons who are: (i) not US persons for US tax or securities law purposes; (ii) "accredited investors" within the meaning of Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act"); and (iii) "qualified purchasers" under Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). The Issuer has the right to reject any or all subscriptions for the Notes in whole or in part. The Notes may not be purchased or held by (i) an employee benefit plan as described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), and subject to Title I of ERISA, (ii) a plan as defined in and subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the Code ), (iii) an entity whose assets are treated as assets of any such plan by reason of such employee benefit plan s or plan s investment in the entity, (iv) a benefit plan investor as such term is otherwise defined in Section 3(42) of ERISA, or (v) a governmental, church, non-us or other plan which is 8

10 subject to any federal, state, local or non-us law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, if its acquisition, holding or disposition of a Note would constitute or result in a non-exempt violation under any such substantially similar law. Form of the Notes: The Notes will be issued in registered form only. The Notes will be represented on issue by a global certificate (the "Global Certificate") which will be registered in the name of a nominee for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). A Note Holder may request that a definitive certificate (a "Definitive Certificate") be issued in respect of its Notes only in certain limited circumstances. Interests in a Global Certificate will be exchangeable (free of charge), in whole but not in part, for Definitive Certificates without interest coupons or talons attached only upon the occurrence of an Exchange Event. "Exchange Event" means that the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any such case, no successor clearing system is available. The Issuer will promptly give notice to the Note Holders in accordance with Condition 1.1 of the Conditions if an Exchange Event occurs and Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Global Certificate) may give notice to the Registrar requesting exchange of a Global Certificate for a Definitive Certificate. Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar. Stated Amount of the Notes: The Stated Amount of the Notes is USD 2,000,000,000 (the "Stated Amount"). Paid-Up Amount of the Notes: The Notes will be issued on a partly-paid basis. On the Closing Date the Initial Purchasers will subscribe for an amount (the "Subscription Amount") that is less than the Stated Amount. Payment of such Subscription Amount will be notified by the Issuer to (a) in accordance with the terms of the Agency Agreement, the Trustee, the Paying Agent and the Registrar, who will record details of the aggregate of such Subscription Amounts on the Register (and, where a Definitive Certificate is issued, the details of the relevant Subscription Amount on the Definitive Certificate) and (b) the General Partner (as defined below), in accordance with the terms of the Limited Partnership Agreement, who will record details of Subscription Amounts on the Capital Accounts of the Note Holders. The "Paid Up Amount" of a Note at any time is (x) the sum of (i) the Subscription Amount, (ii) all Principal Borrowings paid on the note at that time and (iii) all amounts of Interest added to the Paid-Up Amount in accordance with Condition 4 (Interest) as of the last Accrual Date less (y) all Redemption Amounts and all amounts of negative amounts of Interest deducted from the Paid-Up Amount in accordance with Condition 4 (Interest) as of the last Accrual Date. "Register" means the register in respect of the Notes maintained by the Registrar in accordance with the terms of the Agency Agreement and the Conditions. Principal Borrowing: For the purpose of funding a borrowing request in respect of the Asset Level Issuer, to be funded by any or all of the Note Holders by way of payment to the Issuer of an additional instalment on their Note (a "Principal Borrowing"), the Issuer may send a borrowing request (a "Borrowing Request") to any or all of the Note Holders. A Note Holder will not be required to pay any additional instalment on its Note following receipt of a Borrowing Request and a failure to make such a payment will not constitute a default by that Note Holder. 9

11 If a Borrowing request is sent by the Issuer to more than one Note Holder and the aggregate of the amounts received by the Issuer from the Note Holders in respect of that Borrowing Request exceeds the corresponding borrowing request in respect of the Asset Level Issuer, the Issuer shall allocate such amounts received by it in respect of that Borrowing Request among the Note Holders in accordance with the Relevant Proportion at that time, or in such other proportion as may be agreed between the Issuer and all of the Note Holders, and any surplus amounts will be returned to the relevant Note Holders. Any amounts received by the Issuer from a Note Holder that are in response to a Borrowing Request will constitute a Principal Borrowing and the Issuer will, within 3 Business Days of receipt, pay such Principal Borrowings to the Intermediate Fund. The Issuer may make a Borrowing Request on more than one occasion provided that each such Borrowing Request is for a minimum amount of USD 200,000 on the date that the Borrowing Request is made, and that the sum of (x) the aggregate Paid-Up Amount of the Notes outstanding and (y) the proposed aggregate Principal Borrowing, does not exceed the Stated Amount. Status of the Notes: Ranking of the Notes: Limited Recourse: Use of Proceeds: The Notes constitute direct, unsecured, unconditional and subordinated obligations of the Issuer. The Notes will rank pari passu and rateably without any preference among themselves for all purposes. The Notes will rank, as to payment in respect of amounts due upon them, junior to all other present and future secured and unsecured obligations of the Issuer (the "Senior Obligations"). The obligation of the Issuer to make payments in respect of the Notes will be limited to the value of the Net Recourse Assets (as defined in Condition 5.5. (Redemption Amount), after payments in respect of the Senior Obligations. The initial net proceeds from the issuance of the Notes is USD 180,000,000 being the amount of the Subscription Amount (the "Initial Proceeds"). The Issuer may raise up to the USD 2,000,000,000 Stated Amount of the Notes provided that the Note Holders make additional instalment payments on the Notes by way of Principal Borrowings in accordance with Condition 10 (Principal Borrowings) (the "Deferred Proceeds"). The Initial Proceeds and the Deferred Proceeds (together the "Proceeds") will be credited to the Transaction Account. Amounts standing to the credit of the Transaction Account will be withdrawn, in whole or part, by the Issuer and used to (i) acquire the Asset Level Notes issued by the Asset Level Issuer, by way of the Intermediate Fund and (ii) to pay the Profit Reserve Amount and any legal or professional fees and expenses of the Issuer in connection with the issue of the Notes. The Asset Level Issuer will use the proceeds of the Asset Level Notes to acquire Portfolio Assets (see "Use of Proceeds"). The Issuer, the Intermediate Fund and the Asset Level Issuer may be referred to collectively as the "Investment Complex". Interest: The return on each Note (the "Interest") in respect of any Accrual Period (as defined below) will be an amount that is the Relevant Proportion, measured as at the first day of that Accrual Period, of the Available Amount, adjusted, if applicable, to take account of the following: (a) Designated Investments: a Note Holder will only be entitled to share in the return on any Designated Investment if, and to the extent that, the 10

12 proceeds of the Paid-Up Amount of the Note Holder's Notes were used by the Asset Level Issuer (by way of the Intermediate Fund) to acquire an interest in the Designated Investment and accordingly, in respect of a Note Holder, the Relevant Proportion of the Available Amount will, if applicable, be increased or decreased to reflect such interest; and (b) Incentive Allocation: in respect of a Note Holder, the Relevant Proportion of the Available Amount shall, if applicable, be increased or decreased to reflect the allocation among the Note Holders of the Incentive Allocation in accordance with the Limited Partnership Agreement and as summarised in Condition 7 (Intermediate Fund Capital Accounts). Interest, if any, on each Note will accrue in respect of, and throughout, each Accrual Period. If the Interest on a Note in respect of an Accrual Period is: (a) (b) a positive amount, the Paid-Up Amount of the Note will be increased by that amount; or a negative amount, the Paid-Up Amount of the Note will be decreased by that amount, and in each case the increase or decrease of the Paid-Up Amount under Condition 4.2 (Accrual Period and Interest) will be effective as of the Accrual Date for that Accrual Period. If the Interest on a Note in respect of an Accrual Period is zero, no adjustment will be made to the Paid-Up Amount of the Note in respect of that Accrual Period. Interest will be reflected in an adjustment to the Paid-Up Amount of the Notes and will not be paid or payable (other than in connection with a permitted redemption or on the Maturity Date). The Portfolio Manager will, on the Issuer's behalf, calculate the amount of any Interest accrued on each Note in respect of an Accrual Period and notify the Issuer, the Trustee, the Paying Agent, the Registrar and the Note Holders in accordance with Condition 16 (Notices to the Note Holders) of the results of such determination as such as reasonably practicable following the end of an Accrual Period. See "Terms and Conditions of the Notes Interest". "Accrual Date" means the last day of each Financial Year, each Redemption Date and the day immediately preceding each Principal Borrowing Date. "Accrual Period" means the period from and excluding an Accrual Date to and including the next following Accrual Date, and, in the case of the first accrual period, means the period from and including the Closing Date to and including the next following Accrual Date (the "First Accrual Period"). "Available Amount" means an amount equal to all income and gains (including deemed gains) arising from, earned by or attributed to the Issuer from or in respect, of the Limited Partnership Interests or related arrangements, for the Accrual Period, less any losses suffered by the Issuer from or in respect of the Portfolio Asset or related arrangements, for the Accrual Period or for prior Accrual Periods not previously taken into account in any computation of Interest, less the sum of (i) all operating expenses and costs (other than the accrual of Interest) accrued or attributable to the Issuer in that Accrual Period and which are allowable as deductions for Irish tax purposes and (ii) the Profit Reserve Amount (as defined below) for that Accrual Period. "Business Day" means a day on which commercial banks and foreign exchange markets are open in the place of presentation. 11

13 "Closing Date" means the date of issue of the Notes. "Financial Year" means the period from and including 1 January of each year to and including 31 December of the same year, provided that the Issuer's first Financial Year will be the period from and including 17 May 2014 to and including 31 December "Profit Reserve Amount" means 4,000, or such other amount as may be agreed between the Issuer and the Note Holders from time to time, for each Financial Year provided that a profit is made by the Issuer. "Relevant Proportion" means, in respect of a Note, the proportion that the Paid- Up Amount of that Note bears to the aggregate Paid-Up Amount of all outstanding Notes. Maturity: Unless previously redeemed, each Note will be redeemed on 30 July 2045 or, if such day is not a Business Day, the immediately following Business Day (the "Maturity Date") in an amount equal to the Paid-Up Amount of the Note, increased or decreased to the extent that the amount of the Interest accrued on the Note for the relevant Accrual Period is a positive amount or a negative amount respectively determined as set out in Condition 5.5, (the "Redemption Amount") provided, however, that: (a) (b) if the assets of the Issuer represented by the Portfolio and the balance standing to the credit of an the Transaction Account (the "Net Recourse Assets") on such date are less than the aggregate of all Redemption Amounts, the Redemption Amount of each Note will be deemed reduced to an amount equal to the Relevant Proportion, measured as of the Redemption Date, or, in respect of a Final Redemption, the Maturity Date, of the Net Recourse Assets and any claims of Note Holders otherwise outstanding will be extinguished; and no Redemption Amount shall include any amount referable to a Designated Investment except to the extent that: (i) (ii) the proceeds of the Paid-Up Amount of the relevant Note Holder's Notes were used by the Asset Level Issuer (by way of the Intermediate Fund) to acquire an interest in the Designated Investment; the Designated Investment has been liquidated or deemed liquidated and for the purposes of determining entitlement to returns on Designated Investments, the records of the Intermediate Fund will be conclusive, absent manifest error; and (c) where a Note is redeemed in part, it will be redeemed at the Redemption Amount attributable to such part of such Note, adjusted, if applicable, to exclude amount attributable to Designated Investments (the "Partial Redemption Amount"), provided that the Partial Redemption Amount will be appropriately reduced in the event that the value of the Net Recourse Assets on the Quarterly Redemption Date is less than the aggregate of the Paid-Up Amounts of the Notes. Optional Redemption: Subject to the provisions of Condition 5.6 (Redemption Limits) and the Minimum Denomination of the Notes, the Issuer may, having given not less than 15 days' notice to the Trustee, the Paying Agent, the Registrar and the relevant Note Holders in accordance with Condition 16 (Notices to Note Holders) (which notice will be irrevocable), redeem such Notes in whole or in part as it determines is 12

14 reasonably necessary or appropriate to address any regulatory, tax, legal or antimoney laundering issues affecting it. Subject to customary restrictions, a Note Holder may generally redeem its Note, in whole or in part, only as of the last day of each quarter (each, a "Redemption Date") by providing prior written notice of that redemption to the Administrator, the Paying Agent and the Trustee no later than the last day of the prior quarter in accordance with the provisions of Condition 5 (Redemption and Purchase). A Majority of Note Holders (as defined in Condition 5.4 (Redemption at the option of the Note Holders)) may require the Issuer to redeem the Notes (in full only) following the occurrence of a Key Person Event (as defined in Condition 5.4 (Redemption at the option of the Note Holders)) in accordance with the provisions as defined in Condition 5.4 (Redemption at the option of the Note Holders). Listing and Trading: Rating: Withholding Tax Issuer Transaction Documents: Governing Law: Issuer Account: Transaction Account: Application has been made to for the Notes to be admitted to the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. Neither the Issuer nor the Notes will be rated. Payments in respect of the Notes will be made without any deduction or withholding for or on account of any tax unless required by law. The Issuer will be under no obligation to gross-up such payments in the event it is so required to deduct or withhold. For further discussion of certain other tax considerations, see "Risk Factors Tax Risks" and "Certain Tax Considerations". The Trust Deed, the Agency Agreement, the Subscription Agreement, the Portfolio Management Agreement, the Corporate Services Agreement, the Limited Partnership Agreement and the Professional Services Agreement. The Issuer Transaction Documents (other than the Limited Partnership Agreement, Portfolio Management Agreement and the Professional Services Agreement) will be governed by, and construed in accordance with, Irish law. The Limited Partnership Agreement will be governed by, and construed in accordance with, the laws of the Cayman Islands. The Portfolio Management Agreement and the Professional Services Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, United States of America. The Notes will be governed by, and construed in accordance with, Irish law. The Issuer has opened and will maintain an account (the "Issuer Account") with Bank of Ireland acting through its offices at Lower Baggot Street, Dublin 2, Ireland. The Proceeds (and any cash proceeds relating to, or return on, the Intermediate Fund) will be credited to an account (the "Transaction Account") opened with Northern Trust (the "Account Bank"). THE PARTIES The Portfolio Manager: The Trustee: The Issuer has engaged the services of ICE Canyon LLC (the "Portfolio Manager") in accordance with a portfolio management agreement dated 24 June 2014 between the Issuer and the Portfolio Manager, as amended and restated on or about 3 September 2014 (the "Portfolio Management Agreement"). The Portfolio Management Agreement is governed by the laws of the State of Delaware, United States of America. (See "Summary of the Principal Documents the Portfolio Management Agreement"). BNY Mellon Corporate Trustee Services Limited (the "Trustee"), with registered 13

15 office at One Canada Square, London E14 5AL, United Kingdom, has been appointed as trustee of the Note Holders and the other creditors pursuant to a trust deed dated on or about 3 September 2014 (the "Trust Deed"). The Trust Deed is governed by Irish law. (See "Summary of the Principal Documents the Trust Deed"). The Paying Agent: The Registrar: The Corporate Services Provider: The Bank of New York Mellon (London Branch) (the "Paying Agent"), with registered office at One Canada Square, London E14 5AL, United Kingdom has been appointed as paying agent with respect to the Notes pursuant to an agency agreement dated on or about 3 September 2014 (the "Agency Agreement"). The Agency Agreement is governed by Irish law. (See "Summary of the Principal Documents the Agency Agreement"). The Bank of New York Mellon (Luxembourg) S.A. (the "Registrar" and together with the Paying Agent, the "Agents"), with registered office at Vertigo Building Polaris, 2-4 rue Eugene Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, has been appointed as registrar of the Notes pursuant to the Agency Agreement. The Agency Agreement is governed by Irish law. (See "Summary of the Principal Documents the Agency Agreement"). Sanne Corporate Services (Ireland) Limited (the "Corporate Services Provider") with registered office at Office G03, Fitzwilliam Business Centre, 77 Sir John Rogerson's Quay, Dublin 1 has been appointed as corporate services provider to the Issuer pursuant to a corporate services agreement dated 25 July 2014 (the "Corporate Services Agreement"). The Corporate Services Agreement is governed by Irish law. Account Bank The Administrator: Northern Trust has been appointed as account bank to the Issuer. The Issuer has engaged Northern Trust Hedge Fund Services LLC (the "Administrator") pursuant to a joinder to a professional services agreement effective as of 1 July 2014 to perform certain administrative functions with respect to the Issuer and the Notes on the same terms and conditions as set forth in the professional services agreement entered into by ICE EM Special Situation Fund (Cayman) Ltd. and Northern Trust Hedge Fund Services LLC (formerly known as Citadel Solutions LLC and Omnium LLC) as if the Issuer was an original party to such agreement (the "Professional Services Agreement"). (See "Summary of the Principal Documents the Professional Services Agreement"). The Initial Purchasers: Pursuant to subscription agreements (the "Subscription Agreements") dated 3 July 2014 between the Issuer and each initial purchaser of the Notes (the "Initial Purchasers"), the Initial Purchasers agreed to subscribe for the Stated Amount of the Notes. (See "Sale and Purchase"). The Subscription Agreements provide for the submission of disputes to arbitration under the London Court of International Arbitration in London. THE INTERMEDIATE FUND: The Intermediate Fund: The Limited Partnership Agreement: ICE Global Credit (DCAM) Holdings, L.P. (the "Intermediate Fund") is a Cayman Islands exempted limited partnership. The Issuer is the limited partner and ICE Global Credit (DCAM) GP Co., LLC (the "General Partner") is the general partner. The Intermediate Fund was registered with the Registrar of Exempted Limited Partnerships in the Cayman Islands as an exempted limited partnership on 22 May It is governed by an amended and restated limited partnership agreement (the "Limited Partnership Agreement") dated on or about 3 14

16 September 2014 between the Issuer and the General Partner. The Partnership Agreement is governed by the laws of the Cayman Islands. Purpose of the Intermediate Fund: The principal purpose of the Intermediate Fund is to hold the USD 2,000,000,000 asset backed note issued by the Asset Level Issuer (the "Asset Level Notes"). Other information about the Intermediate Fund is set out under "Description of the Intermediate Fund" below. THE ASSET LEVEL ISSUER Asset Level Issuer: ICE Global Credit (DCAM) Master Fund Limited (the "Asset Level Issuer") is a private company with limited liability incorporated under the laws of Ireland on 27 May 2014 with registered number and having its registered office at Office G03, Fitzwilliam Business Centre, 77 Sir John Rogerson's Quay, Dublin 2. The Asset Level Issuer is a special purpose vehicle incorporated for, amongst other things, the purpose of raising finance through the issuing of the Asset Level Notes in connection with the acquisition of a portfolio of financial assets. The Asset Level Issuer has engaged the services of the Portfolio Manager to manage the investment and trading of the Portfolio (as defined below) in accordance with a portfolio management agreement dated 24 June 2014 between the Asset Level Issuer and the Portfolio Manager, as amended and restated on or about 3 September 2014 (the "Asset Level Portfolio Management Agreement"). Other information about the Asset Level Issuer and the Portfolio (as defined below) is set out under "Description of the Asset Level Issuer", "The Portfolio of the Asset Level Issuer" and "The Asset Level Portfolio Management Agreement" below. THE ASSET LEVEL NOTES Asset Level Notes: On the Closing Date the Asset Level Issuer will issue its USD 2,000,000,000 Asset Backed Notes due 30 July 2045 (the "Asset Level Notes"). The terms and conditions of the Asset Level Notes are set out in full in the Listing Particulars of the Asset Level Issuer in respect of the Asset Level Notes (the "Asset Level Notes Listing Particulars") which is set out in full in the Annex to this Prospectus. Pursuant to a subscription agreement dated the Closing Date between the Intermediate Fund and the Asset Level Issuer, the Intermediate Fund will subscribe for the Asset Level Notes. Asset Level Notes Stated Amount: Asset Level Notes Principal Borrowings: The stated amount of the Asset Level Notes is USD 2,000,000,000 (the "Asset Level Notes Stated Amount"). The Asset Level Issuer may from time to time make a request to the holder of the Asset Level Notes (the "Asset Level Notes Holder") to pay an additional instalment on the Asset Level Notes (an "Asset Level Notes Principal Borrowing") and any amounts received by the Asset Level Issuer from the Asset Level Notes Holder shall constitute an Asset Level Notes Principal Borrowing. The Asset Level Notes Holder may also from time to time make a request to the Asset Level Issuer to pay to the Asset Level Issuer an Asset Level Notes Principal Borrowing. The Asset Level Issuer or the Asset Level Notes Holder may make this election on more than one occasion and in a minimum amount of USD 15

17 200,000 on the date that the Asset Level Notes Principal Borrowing is made, provided that, upon such election, the sum of (x) the aggregate of the Asset Level Notes Paid-Up Amounts with respect to the Asset Level Notes and (y) the proposed aggregate Asset Level Notes Principal Borrowing, does not exceed the Asset Level Notes Stated Amount of the Asset Level Notes. Asset Level Notes Paid-Up Amount: The Asset Level Notes will be issued on a partly-paid basis. On the Closing Date, the Intermediate Fund will subscribe for an amount (the "Asset Level Notes Subscription Amount") that is less than the Asset Level Notes Stated Amount. The Asset Level Issuer shall notify BNY Mellon Corporate Trustee Services Limited as trustee of the Asset Level Notes (the "Asset Level Trustee"), The Bank of New York Mellon (London Branch) as paying agent of the Issuer in respect of the Asset Level Notes (the "Asset Level Notes Paying Agent") and The Bank of New York Mellon (Luxembourg) S.A. as registrar of the Asset Level Notes (the "Asset Level Notes Registrar") of the amount of the Asset Level Notes Subscription Amount and, in accordance with the terms of the agency agreement entered into between, inter alios, the Asset Level Issuer and the Asset Level Notes Registrar in respect of the Asset Level Notes (the "Asset Level Notes Agency Agreement"), the Asset Level Notes Registrar shall, on receipt of such notification from the Issuer, record details of the Asset Level Notes Subscription Amount on the Register. The "Asset Level Notes Paid-Up Amount" of the Asset Level Notes at any time is (x), the sum of the Asset Level Notes Subscription Amount, all Asset Level Notes Principal Borrowings from time to time paid on the Asset Level Notes and all amounts of Interest added to the Asset Level Notes Paid-Up Amount in accordance with the Condition 4 (Interest) of the Asset Level Notes Conditions less, as of the last Asset Level Notes Accrual Period, (y) all Redemption Amounts (as defined in Condition 5.3 (Redemption Amount) of the Asset Level Notes Conditions) and all amounts of negative amounts of Interest deducted from the Paid-Up Amount in accordance with Condition 4 (Interest) the Asset Level Notes Conditions as of the last Asset Level Notes Accrual Period in respect of the Asset Level Notes. "Asset Level Notes Accrual Date" means the last day of each Asset Level Issuer Financial Year (as defined below), each Redemption Date (as defined in Condition 5.3 (Optional Redemption) of the Asset Level Notes Conditions) and the day immediately preceding each Principal Borrowing Date (as defined in Condition 9.3 (Notice of Paid-Up Amounts following receipt of Principal Borrowing) of the Asset Level Notes Conditions). "Asset Level Notes Accrual Period" means the period from and excluding an Accrual Date to and including the next following Accrual Date, and, in the case of the first accrual period, means the period from and including the Closing Date to and including the next following Accrual Date. "Asset Level Notes Trust Deed" means the trust deed entered into between the Asset Level Issuer and the Asset Level Trustee in respect of the Asset Level Notes. "Asset Level Notes Register" means the register in respect of the Asset Level Notes maintained by the Asset Level Notes Registrar in accordance with the terms of the Asset Level Notes Agency Agreement and the Asset Level Notes Conditions. Form of the Asset Level Notes: The Asset Level Notes are in definitive registered form. A definitive certificate will be issued in respect of the Asset Level Notes. Asset Level Notes Use of Proceeds: The Asset Level Issuer will apply the proceeds of the issue of the Asset Level Notes (after payment of applicable fees and expenses) to the acquisition of the Portfolio Assets (or in the discharge of liability incurred to finance the 16

18 acquisition of the Portfolio Assets) (see "The Portfolio of the Asset Level Issuer Description of the Portfolio Assets"). The Portfolio: The Asset Level Issuer (or the Portfolio Manager on behalf of the Asset Level Issuer) will acquire a diversified portfolio of financial assets (the "Portfolio Assets" and each a "Portfolio Asset") selected and allocated by the Portfolio Manager as further described in the section entitled "The Portfolio of the Asset Level Issuer". The Portfolio Assets will include a diversified portfolio of credit assets consisting principally of bonds, loan obligations and participations in loan obligations. The Portfolio Assets in aggregate are the "Portfolio". Interest: The Portfolio Manager intends to implement a targeted investment strategy on behalf of the Asset Level Issuer to take advantage of market dislocations and inefficiencies in the global credit markets, targeting emerging markets ("EM"). The strategy focuses on leading companies operating in strategic industry sectors with strong underlying investment fundamentals (supported by strong asset coverage, cash flow, collateral coverage, attractive valuations, and globally balanced, multi-sector diversification). The investment objective of the Asset Level Issuer is to generate attractive risk-adjusted returns from income, enhanced income and medium-term capital appreciation through the use of core value, event driven, special situations, distressed and arbitrage portfolio strategies. The return on the Asset Level Notes (the "Asset Level Notes Interest") in respect of any Asset Level Notes Accrual Period will be the Asset Level Notes Available Amount. Interest, if any, on the Asset Level Notes will accrue in respect of, and throughout, each Asset Level Notes Accrual Period. If the Asset Level Notes Interest on the Asset Level Notes in respect of an Asset Level Notes Accrual Period is: (a) (b) a positive amount, the Asset Level Notes Paid-Up Amount will be increased by that amount; or a negative amount, the Asset Level Notes Paid-Up Amount will be decreased by that amount, and in each case the increase or decrease of the Asset Level Notes Paid-Up Amount under Condition 4.2 (Accrual Period and Interest) of the Asset Level Notes Conditions will be effective as of the Asset Level Notes Accrual Date for that Asset Level Notes Accrual Period. If the Asset Level Notes Interest on the Asset Level Notes in respect of an Asset Level Notes Accrual Period is zero, no adjustment will be made to the Asset Level Notes Paid-Up Amount in respect of that Asset Level Notes Accrual Period. The Asset Level Notes Interest will be reflected in an adjustment to the Asset Level Notes Paid-Up Amount and will not be paid or payable (other than in connection with a permitted redemption or on the Asset Level Notes Maturity Date). "Asset Level Notes Available Amount" means an amount equal to all income and gains (including deemed gains) arising from, earned by or attributed to the Issuer from or in respect, of the Portfolio Assets or related arrangements, for the Asset Level Notes Accrual Period, less any losses suffered by the Issuer from or in respect of the Portfolio Assets or related arrangements, for the Asset Level Notes Accrual Period or for prior Asset Level Notes Accrual Periods not previously taken into account in any computation of Interest, less the sum of (i) all operating expenses and costs (other than the accrual of Interest) accrued or 17

19 attributable to the Issuer in that Asset Level Notes Accrual Period and which are allowable as deductions for Irish tax purposes and (ii) the Asset Level Notes Profit Reserve Amount (as defined below) for that Asset Level Notes Accrual Period. Final Maturity: Listing: Governing Law: Rating: Asset Level Issuer Financial Year means the period from and including 1 January of each year to and including 31 December of the same year, provided that the Issuer s first Financial Year will be the period from and including 27 May 2014 to and including 31 December Asset Level Notes Profit Reserve Amount means 4,000, or such other amount as may be agreed between the Asset Level Issuer and the Asset Level Notes Holder from time to time, for each Financial Year, provided that a profit was made by the Asset Level Issuer. The Asset Level Notes will mature on 30 July 2045 or, if such day is not a Business Day, the immediately following Business Day (the "Asset Level Notes Maturity Date"). If, on such date the proceeds of the net assets of the Asset Level Issuer available for distribution in accordance with the Asset Level Notes Conditions is less than the Asset Level Notes Paid-Up Amount of the Asset Level Notes together with all Asset Level Notes Interest accrued but unpaid thereon (the "Asset Level Notes Final Redemption Amount"), the Asset Level Notes Final Redemption Amount will be reduced to an amount equal to the amount of the net assets of the Asset Level Issuer. Any remaining claims of the Asset Level Notes Holder in respect of the Asset Level Notes will be extinguished. Application has been made to the Irish Stock Exchange for the Asset Level Notes to be admitted to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. The Asset Level Notes Listing Particulars is set out in full in the annex to this Prospectus. The Asset Level Notes are governed by Irish law. Neither the Asset Level Issuer nor the Asset Level Notes will be rated. 18

20 RISK FACTORS The purchase of Notes is speculative and may involve substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Notes are not principal protected and purchasers of Notes are exposed to the risk of full loss of principal. The Issuer believes that the following factors may be relevant to it and its business. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and the Listing Particulars relating to the Asset Level Notes and, in the light of their own financial circumstances and investment objectives, reach their own views prior to making any investment decision. GENERAL RISKS No assurance of successful investments; need for investors to review entire Prospectus It is intended that the Issuer will invest in loans, securities and other financial assets with certain risk characteristics as described below and subject to the investment policies, restrictions and guidelines described in Description of the Portfolio Assets below. There can be no assurance that the Issuer s investments will be successful, that its investment objectives will be achieved, that the Note Holders will receive the full amounts payable by the Issuer under the Notes or that they will receive any return on their investment in the Notes. Prospective investors are therefore advised to review this entire Prospectus carefully and should consider, among other things, the factors set out below before deciding whether to invest in the Notes. None of the Portfolio Manager, the Agents or the Trustee undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Managers, the Portfolio Manager, the Agents or the Trustee which is not included in this Prospectus. Suitability Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting, regulatory treatment and financial evaluation of the merits and risks of investment in such Notes and that they consider the suitability of such Notes as an investment in light of their own circumstances and financial condition. No Operating History; Past Performance The Issuer, the Asset Level Issuer and the Intermediate Fund have no operating history, and the past performance of the other funds or accounts managed by the Portfolio Manager may not be representative of the prospects for the Issuer. The markets in which the Issuer (through the Intermediate Fund and the Asset Level Issuer) intends to operate have been severely disrupted in recent years, so results observed in earlier periods may have little relevance to the results observable in the current environment. Performance information and reports of the Portfolio Manager's investment results are available from the Portfolio Manager upon request. The past performance of any funds or accounts managed by the Portfolio Manager is not necessarily indicative of future results of the Issuer, the Asset Level Issuer and the Intermediate Fund. Possibility of Losses An investment in the Notes is speculative and is suitable only for persons who have limited need for liquidity of their investment and no need for regular current income. 19

CHF25,000,000 Class H-7C1 Fairway Series 1 (Omega Capital Europe p.l.c. Series 23) Secured 5 per cent Notes due 2013 Issue price: 100 per cent.

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