AIFMD means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, as amended.

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1 Glossary Accounting Period means the annual accounting period for the Company ending on 31 December in each calendar year. The first annual accounting period will end on 31 December Acts means the Companies Acts 1963 to 2013 and every statute or other provision of law amending, supplementing or re-enacting them or any of them, from time to time. Administrator means Apex Fund Services (Ireland) Limited or any successor company appointed by the Company and the Manager as administrator of the Company in accordance with the requirements of the Central Bank. "AIFM" means Gandon Alternative Fund Management Limited which is the entity which has been appointed as the alternative investment fund manager ("AIFM") of the Company within the meaning of the AIFMD, and any other person or persons for the time being duly appointed AIFM of the Company with the prior approval of the Central Bank. AIFMD means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, as amended. Articles of Association means the Articles of Association of the Company. Australian Dollars AUD, or A$ means the lawful currency of Australia. Base Currency means Sterling. Business Day means any day on which banks are open for business in Dublin and/or London or in any other financial centre that the Directors may determine to be relevant for the operations of any Fund and as disclosed in the relevant Supplement if applicable. Central Bank means the Central Bank of Ireland. Class means a class of Shares within a Fund for which a separate Portfolio shall not be maintained. Close of Business means 5.00 pm Irish time or such other time as the Directors may determine for an individual Fund on any day for purposes of valuing Investments of the relevant Portfolio. Company means Perth Global Funds plc. Cornerstone Qualifying Investor means a Qualifying Investor who satisfies the Directors in their sole discretion that it intends to maintain or increase its investment in the Goldfields Resources Fund over a number of years. CRF means the Cash Receipts Fund which is a sub-fund of the Company.

2 Currency Class means in relation to any Class of a Fund the currency in which the Shares are offered. Dealing Day means such Subscription Dealing Days or Redemption Dealing Days as specified in the relevant Supplement. Depositary means BNP Paribas Securities Services, Dublin Branch and any other person or persons for the time being duly appointed depositary with the prior approval of the Central Bank. Dealing Form means the application form that may require to be completed by an existing Shareholder in respect of a subsequent subscription for Shares, a redemption of Shares or a switch of Shares in respect of all or part of the Shareholder s holding in the Company. Directors means the members of the Board of Directors of the Company. Equity and Equity-Related Securities includes but not limited to equities (which may be listed or unlisted), depository receipts, convertible securities, preferred shares, structured notes, warrants and bonds convertible into common or preferred shares. EU means the European Union. Euro, EUR or means the lawful currency of Ireland. Exempt Irish Investor means the following persons who are Resident in Ireland or Ordinarily Resident in Ireland are Exempt Irish Investors (the following terms are set out in Sections 739D and 739B TCA): (i) a pension scheme which is an exempt approved scheme within the meaning of Section 774 of the TCA or a retirement annuity contract or a trust scheme to which Section 784 or 785 of the TCA applies; (ii) a company carrying on life business within the meaning of Section 706 of the TCA; (iii) another investment undertaking within the meaning of Section 739B(1) of the TCA; (iv) an investment limited partnership within the meaning of Section 739J of the TCA; (v) a special investment scheme within the meaning of Section 737 of the TCA; (vi) a charity exempt from tax by virtue of Section 207 TCA; (vii) a qualifying management company within the meaning of Section 739B(1) of the TCA; (viii) a unit trust to which Section 731(5)(a) of the TCA applies; (ix) a specified company within the meaning of Section 734(1) of the TCA; (x) a person who is entitled to exemption from income tax and capital gains tax under Section 784A(2) of the TCA where the Shares held are assets of an approved retirement fund or an approved minimum retirement fund; (xi) a person exempt from income tax and capital gains tax by virtue of Section 848E of the TCA in respect of units/shares which are assets of a special savings incentive account; (xii) an intermediary acting on behalf of persons who are not Resident in Ireland and in the case of individuals also not Ordinarily Resident in Ireland for tax purposes; (xiii) a person who is entitled to exemption from income tax and capital gains tax by virtue of Section 787I of the TCA where the units/shares held are assets of a Personal Retirement Savings Account as defined in Section 787A of the TCA; (xiv) A Credit Union within the meaning of Section 2 Credit Union Act 1997; (xv) The National Pensions Reserve Fund Commission or a Commission Investment Vehicle (or the State acting through either); (xvi) The National Asset Management Agency; (xvii) a company who is within the charge to corporation tax in accordance with Section 110(2) of the TCA in respect of payments made to it by the Company, but only where the Company meets the definition of a Money Market Fund as defined in Section 739B(1) of the TCA. In all cases where an investor considers they may be an Exempt Irish Investor, they should consult their own taxation advisors to ensure they meet all the necessary requirements including providing appropriate declarations to the Company.

3 Foreign Person means a person who is not Irish Resident (and in the case of an individual is also not Irish Ordinarily Resident) for taxation purposes and who has provided the Company with a Relevant Declaration. Intermediary means a person who:- carries on a business which consists of, or includes, the receipt of payments from an investment undertaking on behalf of other persons; or holds shares in an investment undertaking on behalf of other persons. Fund means each investment fund representing an interest in a particular Portfolio, which may be further sub-divided into Classes of Shares within a Fund. GRF means the Goldfields Resources Fund which is a sub-fund of the Company. Initial Offer Period means the initial offer period for each Class of Shares in the Funds, the dates of which are set out in the Relevant Supplement(s), or such other dates as the Directors may determine and notify to the Central Bank. Initial Subscription Form means the application form to be completed by a new Shareholder in respect of an initial investment in the GRF. Intermediary means a person who: (i) (ii) carries on a business which consists of, or includes the receipt of payments from an investment undertaking on behalf of other persons; or holds Shares in an investment undertaking on behalf of other persons. Investment means any asset for the time being of the Company including any investment or contractual entitlements and obligations made or entered into by the Company. Investor Introducer means a regulated entity that is authorised to arrange collective investments on behalf of Qualifying Investors in Alternative Investment Funds on a no-names undisclosed basis. Ireland or the State means the Republic of Ireland and Irish shall mean of or referring to Ireland. Irish Regulations" means the European Union (Alternative Investment Fund Managers) Regulations 2013 (SI No. 257 of 2013) as may be amended from time to time. Level 2 Regulations means Commission Delegated Regulation (EU) No 231/2012 of 19 December Member State means a Member State of the EU. Minimum Subscription means an amount of not less than 100,000 (or the foreign currency equivalent of that amount). Net Asset Value or NAV means the net asset value of the relevant Fund or of the Company calculated by the Administrator under delegated authority from the Directors as described below under the heading "Valuation of Funds". Net Asset Value per Share means the Net Asset Value per Share of a Fund or Class, expressed in the Base Currency for the relevant Fund or Class as calculated by the Administrator for each Valuation Point as described below under the heading "Valuation of Funds". Nominated Agent means Perth Partners LLP who can be authorised by applicant Shareholders, under the terms of the Initial Subscription Form, to provide facilitation services, as more particularly described in Section 7.5 below.

4 OTC Transaction means an over-the-counter transaction undertaken on a bilateral basis with a regulated counterparty. Payden Global Funds plc means an umbrella open-ended investment company with variable capital and segregated liability between its sub-funds that is incorporated with limited liability in Ireland under registered number and established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended). Payden & Rygel Global Limited means a limited liability company registered in England under number with its registered office at 1 Bartholomew Lane, London, EC2N 2AX, United Kingdom which is authorised and regulated by the UK Financial Conduct Authority. Personal Portfolio Investment Undertaking means an investment undertaking, such as the Company, under the terms of which some or all of the property of the undertaking may be, or was, selected by, or the selection of some or all of the property may be, or was, influenced by the investor (being a Shareholder in the Company who is an individual). The PPIU provisions are complex and are drafted broadly to include selection and/or influence by persons acting on behalf of the investor, persons connected with the investor etc. The definition of what constitutes a PPIU is complex in addition to several complex safe harbour. PPIU treatment is determined on an investor by investor basis. Any potential Shareholder who considers that their interest in the Company may constitute a PPIU should consult their tax advisor Portfolio means the separate portfolio of Investments less the liabilities attributable to a Fund determined in accordance with the Articles of Association of the Company. Prospectus means this Prospectus as amended from time to time and the Supplements. Qualifying Investor means:- (i) (ii) an investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive); or an investor who receives an appraisal from an EU credit institution, a MiFID firm, or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the Company; or (iii) An investor who certifies that they are an informed investor by providing :- - confirmation (in writing) that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; or - confirmation (in writing) that the investor s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the Company. Redemption Dealing Day has the meaning specified in the relevant Supplement. Register of Members means the Register kept pursuant to the Acts. Regulated Collective Investment Schemes means:- (i) undertakings for Collective Investment in Transferable Securities (UCITS) authorised in any EU Member State, retail open-ended investment funds authorised by the Irish Financial Services Regulatory Authority, United Kingdom authorised unit trusts, Guernsey Class A Schemes, Jersey Recognised Schemes and Isle of Man Authorised Schemes; and

5 (ii) open-ended investment funds the management, trustee and custodial arrangements, constitution and investment of which provide an equivalent level of investor protection as that provided by investment funds authorised under Irish laws and regulations and conditions governing funds. Relevant Declaration means the declaration relevant to the Shareholder as set out in Schedule 2B of the TCA. A declaration in respect to a Foreign Person shall only be considered a relevant declaration where the Company is not in possession of any information which would reasonably suggest the declaration is not or is no longer materially correct. The Relevant Declaration for investors who are not Irish Resident (and in the case of individuals also not Ordinarily Resident in Ireland) (or Intermediaries acting for such investors) is set out in the Initial Subscription Form accompanying this Prospectus. Relevant Period means an 8 year period beginning with the acquisition of the Shares by the Shareholder and each subsequent period of 8 years beginning immediately after the preceding Relevant Period. Shares means participating shares in any Fund. Shareholder means the holder of Shares in the Company. Specified US Person for the purposes of FATCA means: a US citizen or resident individual, a partnership or corporation organized in the United States or under the laws of the United States or any State thereof, a trust if (i) a court within the United States would have authority under applicable law to render orders or judgments concerning substantially all issues regarding administration of the trust, and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust, or an estate of a decedent that is a citizen or resident of the United States, but excludes: a corporation the stock of which is regularly traded on one or more established securities markets; any corporation that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of the U.S. Internal Revenue Code, as a corporation described in clause (i); the United States or any wholly owned agency or instrumentality thereof; any State of the United States, any U.S. Territory, any political subdivision of any of the foregoing, or any wholly owned agency or instrumentality of any one or more of the foregoing; any organization exempt from taxation under section 501(a) or an individual retirement plan as defined in section 7701(a)(37) of the U.S. Internal Revenue Code; any bank as defined in section 581 of the U.S. Internal Revenue Code; any real estate investment trust as defined in section 856 of the U.S. Internal Revenue Code; any regulated investment company as defined in section 851 of the U.S. Internal Revenue Code or any entity registered with the Securities Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a-64); any common trust fund as defined in section 584(a) of the U.S. Internal Revenue Code; any trust that is exempt from tax under section 664(c) of the U.S. Internal Revenue Code or that is described in section 4947(a)(1) of the U.S. Internal Revenue Code; a dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State; or a broker as defined in section 6045(c) of the U.S. Internal Revenue Code. Sterling, GBP and Stg means the lawful currency of the United Kingdom.

6 Subscriber Share means a subscriber share in the capital of the Company issued in accordance with the Articles of Association. Subscription Dealing Day has the meaning specified in the relevant Supplement. Subscription Fee means an upfront fee payable to or to the order of the AIFM by the applicant Shareholder on acceptance of an Initial Subscription Form or subsequent Dealing Form. Subscription Price means the subscription price per Share for each Fund or for each Class of Share within a Fund, as described in Section 9.2 of this Prospectus. Subscription Switch Day any Business Day on which the AIFM instructs the Administrator to transfer funds from the CRF to the GRF, in order to assist with the settlement of committed Investment purchases or associated expenses. Supplement means a supplement to this Prospectus specifying certain information in respect of a Fund and/or one or more Classes. Switch Dealing Day means as defined in under the subheading "Switching of Shares" below. TCA means the Irish Taxes Consolidation Act, 1997, as amended from time to time. UCITS Directive means the EC Council Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the co-ordination of laws, regulations and administrative provisions relating to UCITS including the associated implementing measures contained in Directive 2010/43/EU and Directive 2010/44/EU, as amended, supplemented, consolidated or replaced from time to time. Unregulated Collective Investment Schemes means schemes which are unregulated and do not provide a level of investor protection equivalent to schemes authorised under Irish laws and subject to Irish regulations and conditions and which may have high levels of leverage. US Dollars, USD and US$ means the lawful currency of the United States of America. US Person means (a) US person as such term is defined in Regulation S under the 1933 Act, or (b) a person that is not a Non-United States person as such term is defined in Part 4 of the CFTC s regulations. Valuation Point means the Close of Business (or such other time on a relevant Dealing Day as the Directors consider more appropriately represents the close of business in a market or markets relevant to the valuation of a Portfolio or Portfolios) on a Dealing Day, provided that in the case of open-ended Funds, the Valuation Point shall occur at a frequency which is both appropriate to the assets held by the relevant Fund and its subscription and redemption frequency and in the case of closed-ended Funds and limited liquidity Funds, there shall be at least one Valuation Point in each calendar year.

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