Prospectus. Legg Mason Alternative Funds ICAV. Established in Ireland and constituted outside Singapore

Transcription

1 Prospectus Legg Mason Alternative Funds ICAV Established in Ireland and constituted outside Singapore Prospectus dated 3 February 2016, a replacement prospectus replacing the prospectus registered on 2 February 2016 Valid till 2 February 2017 This prospectus incorporates the attached Irish prospectus dated 17 July 2015

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3 Legg Mason Alternative Funds ICAV Singapore Prospectus LEGG MASON ALTERNATIVE FUNDS ICAV Permal Alternative Income Strategy ESTABLISHED IN IRELAND SINGAPORE PROSPECTUS 3 February 2016 This Singapore Prospectus incorporates, is not valid without and forms part of and should be read in conjunction with the attached Irish Prospectus dated 17 July 2015, for Legg Mason Alternative Funds ICAV and such other supplementary prospectus(es) that may be issued from time to time (the Irish Prospectus ). Legg Mason Alternative Funds ICAV is an openended variable capital Irish collective asset-management vehicle established under the laws of Ireland pursuant to the ICAV Act and the UCITS Regulations and is established as an umbrella fund with segregated liability between sub-funds and constituted outside Singapore. With respect to the Permal Alternative Income Strategy, a sub-fund of Legg Mason Alternative Funds ICAV recognised for retail distribution in Singapore, Legg Mason Alternative Funds ICAV has appointed Legg Mason Asset Management Singapore Pte. Limited (whose details appear in the Directory of this Singapore Prospectus) as its agent for service of process and as its Singapore Representative.

4 Legg Mason Alternative Funds ICAV Singapore Prospectus TABLE OF CONTENTS CONTENTS PAGE IMPORTANT INFORMATION ii 1. THE ICAV 1 2. THE FUND 1 3. MANAGEMENT 1 4. OTHER PARTIES 3 5. INVESTMENT OBJECTIVES AND POLICIES AND PROFILE OF A TYPICAL INVESTOR 4 6. CPF INVESTMENT SCHEME 4 7. FEES, CHARGES AND EXPENSES 5 8. RISK FACTORS 6 9. SUBSCRIPTION FOR SHARES REDEMPTION OF SHARES EXCHANGE OR SWITCHING OF SHARES OBTAINING PRICE INFORMATION TEMPORARY SUSPENSION OF VALUATION OF THE SHARES AND SALES AND REDEMPTIONS PERFORMANCE OF THE FUND SOFT COMMISSIONS AND CONFLICT OF INTERESTS REPORTS TERMINATION CERTAIN SINGAPORE TAX CONSIDERATIONS SUPPLEMENTARY INFORMATION IRISH PROSPECTUS QUERIES AND COMPLAINTS 11 i

5 Legg Mason Alternative Funds ICAV Singapore Prospectus IMPORTANT INFORMATION This Singapore Prospectus is a replacement Singapore prospectus lodged with the Monetary Authority of Singapore (the Authority ) on 3 February This Singapore Prospectus replaces the previous Singapore prospectus that was registered by the Authority on 2 February 2016 (the Registered Singapore Prospectus ). This Singapore Prospectus shall be valid for a period of 12 months from the date of registration of the Registered Singapore Prospectus (i.e. up to and including 1 February 2017) and shall expire on 2 February The collective investment scheme offered in this Singapore Prospectus, i.e., the Permal Alternative Income Strategy (the Fund ), is a recognised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the SFA ). A copy of the Registered Singapore Prospectus has been lodged with and registered by the Authority and a copy of this Singapore Prospectus has been lodged with the Authority. The Authority assumes no responsibility for the contents of this Singapore Prospectus. The registration of the Registered Singapore Prospectus by the Authority and lodgment of this Singapore Prospectus with the Authority do not imply that the SFA or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the Fund. This Singapore Prospectus relating to the Fund incorporates and is not valid without the Irish Prospectus. Unless the context otherwise requires, terms defined in the Irish Prospectus shall have the same meaning when used in this Singapore Prospectus except where specifically provided for by this Singapore Prospectus. Certain defined terms can be found in the DEFINITIONS section of the Irish Prospectus. The Legg Mason Alternative Funds ICAV (the ICAV ) is an open-ended variable capital Irish collective asset-management vehicle established on 2 April 2015 under the laws of Ireland pursuant to the ICAV Act and the UCITS Regulations. The Instrument of Incorporation is available for inspection free of charge during normal business hours on weekdays (Saturdays and public holidays excepted) at the registered office of the ICAV. Copies of the Instrument of Incorporation may also be obtained, free of charge, upon request at the registered office of the ICAV. A copy of the Instrument of Incorporation is also available for inspection by investors, free of charge, at the business address of the Singapore Representative, during normal Singapore business hours. The ICAV is organised in the form of an umbrella fund. The Instrument of Incorporation provides for separate funds, each representing interests in a defined portfolio of assets and liabilities. A separate portfolio of assets will be maintained for each fund and will be invested in accordance with the investment objective and policies applicable to such fund. Separate classes of shares ( Share Classes ) may be issued in relation to the Fund. Share Classes for the Fund which are available for subscription by the retail public in Singapore as at the date of this Singapore Prospectus are set out in Paragraph Share Classes of the Fund may be listed on the Irish Stock Exchange (please refer to the Fund Supplement to the Irish Prospectus for the Share Classes admitted to listing as at the date of the Irish Prospectus, if any). The directors of the ICAV (the Directors ) do not expect that an active secondary market will develop in the shares of the Fund (the Shares ) admitted to listing. Investors are advised to carefully consider the risk factors set out under the RISK FACTORS section of the Irish Prospectus, and to refer to Paragraph 8 of this Singapore Prospectus. Subject to the conditions and within the limits from time to time laid down by the Central Bank, the Fund may engage in transactions in financial derivative instruments ( FDIs ), whether for efficient portfolio management purposes (i.e. hedging, reducing risks or costs, or increasing capital or income returns) or investment purposes. Investors are advised to refer to the INVESTMENT TECHNIQUES AND INSTRUMENTS AND FINANCIAL DERIVATIVE INSTRUMENTS section and Schedule I of the Irish Prospectus as well as the Fund Supplement to the Irish Prospectus for more information concerning the types of permitted FDIs and the limits thereon in relation to the Fund s use of FDIs as well as the RISK FACTORS section in the Irish Prospectus (including under the heading DERIVATIVES RISKS ) for details of the risks associated with the use of FDIs. Investors should note that the Net Asset Value of the Fund is likely to have a high volatility due to its investment policies or portfolio management techniques. If you are in any doubt about the contents of this Singapore Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Shares are offered on the basis of the information contained in this Singapore Prospectus and the documents referred to in this Singapore Prospectus. No person is authorised to give any information or to make any representations concerning the ICAV or the Fund other than as contained in this Singapore Prospectus. Any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Singapore Prospectus will be solely at the risk of the purchaser. Investors in the ICAV agree that data relating to them, their account and account activities may be collected, stored, changed or used by Legg Mason Asset Management Singapore Pte. Limited or its associated companies within the Legg Mason group. Storage and use of this data within the Legg Mason group is to develop and process the business relationship with investors and so investors may have access to their data in any jurisdiction where the data is kept. Data may be transmitted to other companies within the Legg Mason group, intermediaries and other parties in the business relationship. Data may be transferred, stored or available in jurisdictions other than where this Singapore Prospectus is sent. ii

6 Legg Mason Alternative Funds ICAV Singapore Prospectus The Directors have taken all reasonable care to ensure that the facts stated in this Singapore Prospectus are true and accurate in all material respects and that there are no other material facts the omission of which makes any statement of fact or opinion in this Singapore Prospectus misleading. The Directors accept responsibility accordingly. The distribution of this Singapore Prospectus and the offering of the Shares may be restricted in certain jurisdictions. This Singapore Prospectus is not an offer or solicitation in any jurisdiction where such offer or solicitation is unlawful, where the person making the offer or solicitation is not authorised to make it or a person receiving the offer or solicitation may not lawfully receive it. The information contained in this Singapore Prospectus is supplemented by the most recent annual report of the ICAV and any subsequent semi-annual report of the ICAV. Copies of the latest annual report (which includes the annual accounts) or semi-annual report (which includes the semi-annual accounts) can be obtained, free of charge, from the Singapore Representative, during normal Singapore business hours. The delivery of this Singapore Prospectus or the issue of Shares in the Fund shall not, under any circumstances, create any implication that the affairs of the ICAV and/or the Fund have not changed since the date hereof. To reflect material changes, this Singapore Prospectus may be updated from time to time and investors should investigate whether any more recent Singapore Prospectus is available. Investors may wish to consult their independent financial adviser about the suitability of the Fund for their investment needs. Investors should seek professional advice to ascertain: (i) the possible tax consequences; (ii) the legal requirements; and (iii) any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile, and any other consequences of purchase, conversation and redemption of Shares. All enquiries in relation to the Fund should be directed to the Singapore Representative at its business address at 1 George Street, #23-02, Singapore or any authorised dealer or sub-distributor of the Fund. IMPORTANT: PLEASE READ AND RETAIN THIS SINGAPORE PROSPECTUS FOR FUTURE REFERENCE iii

7 Legg Mason Alternative Funds ICAV Singapore Prospectus DIRECTORY BOARD OF DIRECTORS OF THE ICAV Brian Collins Joseph Keane Joseph LaRocque Robert Shearman REGISTERED OFFICE OF THE ICAV Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland INVESTMENT MANAGER Legg Mason Investments (Europe) Limited, 201 Bishopsgate, London EC2M 3AB, United Kingdom SUB-INVESTMENT MANAGER Permal Investment Management Services Limited 12 St. James Square, London SW1Y 4LB, United Kingdom CUSTODIAN State Street Custodial Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland ADMINISTRATOR State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland SINGAPORE DISTRIBUTOR, SINGAPORE REPRESENTATIVE AND AGENT FOR SERVICE OF PROCESS IN SINGAPORE Legg Mason Asset Management Singapore Pte. Limited (Company Registration No R), whose registered office is at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore and whose principal place of business is at 1 George Street, #23-02, Singapore AUDITORS PricewaterhouseCoopers, Chartered Accountants & Registered Auditors, One Spencer Dock, North Wall Quay, Dublin 1, Ireland LEGAL ADVISERS AS TO SINGAPORE LAW Allen & Gledhill LLP, One Marina Boulevard, #28-00, Singapore iv

8 Legg Mason Alternative Funds ICAV Singapore Prospectus 1. THE ICAV 1.1 The Company is an open-ended variable capital Irish collective asset-management vehicle established on 2 April 2015 under the laws of Ireland pursuant to the ICAV Act and the UCITS Regulations. 1.2 The ICAV is organised in the form of an umbrella fund comprising separate sub-funds, each representing interests in a defined portfolio of assets and liabilities, which may be established from time to time with the prior approval of the Central Bank of Ireland. Each sub-fund may further be divided into separate Share Classes. 1.3 Full details of the structure of the ICAV are set out under the THE ICAV section of the Irish Prospectus. 2. THE FUND 2.1 Permal Alternative Income Strategy (the Fund ), a sub-fund of the ICAV, is currently offered to investors in Singapore pursuant to this Singapore Prospectus. 2.2 The base currency of the Fund is US Dollars. 2.3 Share Classes: The following table indicates the different Share Classes in respect of the Fund that are available to all Singapore investors as at the date of this Singapore Prospectus. Share Classes Class A SGD Accumulating * Class A SGD Distributing Plus (e) (M) * Class A SGD Distributing Plus (Q) * Class A US$ Accumulating Class A US$ Distributing Plus (e) (M) * Class A US$ Distributing Plus (Q) * This Share Class has not been launched as at the date of this Singapore Prospectus. Please check with your Singapore distributor on the future availability of this Share Class The list of Share Classes available to all Singapore investors may change from time to time. Please check with your Singapore distributor on whether there is an updated list of available Share Classes The different Share Classes differ principally in terms of their sales charges, fees, rates of expenses, distribution policy and currency denomination. More detailed information on the Share Classes is set out under the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. 3. MANAGEMENT 3.1 Full details on the management of the ICAV are set out under the MANAGEMENT AND ADMINISTRATION and GENERAL sections of the Irish Prospectus. 3.2 The Board of Directors The Directors of the ICAV are listed in the Directory. The Board of Directors is responsible for managing the business affairs of the ICAV in accordance with the Instrument of Incorporation. 3.3 Investment Manager Track record of the Investment Manager Legg Mason Investments (Europe) Limited is the investment manager of the ICAV (the Investment Manager ). The Investment Manager has been managing collective investment schemes or discretionary funds in the United Kingdom since The Investment Manager is organised under the laws of England and is authorised and regulated by the Financial Conduct Authority in the United Kingdom. It is an indirect, wholly-owned subsidiary of Legg Mason, Inc. ( Legg Mason ). Further details on the Investment Manager are set out under the heading THE INVESTMENT MANAGER AND PROMOTER in the MANAGEMENT AND ADMINISTRATION section of the Irish Prospectus. Investors should note that past performance of the Investment Manager is not necessarily indicative of the future performance of the Investment Manager. 1

9 Legg Mason Alternative Funds ICAV Singapore Prospectus Directors and Key Executives of the Investment Manager Directors Brian Eakes Mr. Eakes currently serves as Managing Director and Chief Financial Officer - Americas for Legg Mason. In his role, Mr. Eakes is responsible for oversight of Legg Mason s Americas division. Mr. Eakes joined Legg Mason in 1995 and has served in several roles including Managing Director in the Finance Department, Vice President and Director of Management Reporting and Analysis, Vice President and Controller, Assistant Vice President and Manager of Funds Accounting. Prior to joining Legg Mason, Mr. Eakes served as a Senior Assurance Associate for Coopers & Lybrand LLP, a predecessor firm of PricewaterhouseCoopers. In this role Mr. Eakes conducted audits of investment companies, common trusts funds, and banks. Mr. Eakes earned a Bachelor of Science in Accounting from Christopher Newport University and a Masters of Business Administration from Loyola University Maryland. Ursula Schliessler Ms. Schliessler, who is based in London, was appointed as Chief Administrative Officer of Legg Mason, Inc. effective 1 April 2015, responsible for overseeing Legg Mason s Technology, Human Resources, Risk Management, Internal Audit, Global Real Estate and Fund Accounting and Transfer Agency. Ms. Schliessler is also a member of the Executive Committee. Prior to this, Ms. Schliessler served as Head of Global Distribution Business Management for Legg Mason s distribution business, managing day to day operations and aligning strategic initiatives to support the growth of Legg Mason s retail business. Ms. Schliessler also serves as a director on the board of several Legg Mason subsidiaries. Ms. Schliessler was with Citibank and Citigroup Asset Management in roles of increasing responsibility in a number of countries from , and worked to transition international product offerings to Legg Mason through December From 2007 to January 2009, she was Head of International Product Development and Management for Morgan Stanley Investment Management. She established UAS Global Solutions, Ltd, a management consultancy specifically focused on asset management before rejoining Legg Mason in Ms. Schliessler holds a Bachelor of Commerce, Bachelor of Commerce Honours and a Masters of Commerce from the University of the Witwatersrand, South Africa. Robert Shearman Mr. Shearman currently serves as the Head of International Product Management at Legg Mason. Mr. Shearman s responsibilities included leading the International Product Management team, which formulates international product strategy, and directing product development for the Americas (excluding the US), Asia, Australia, Europe and Japan. Mr. Shearman also serves as Chair of the International Product Committee and a member of Legg Mason s International and European Operating Committees. Mr. Shearman joined Legg Mason in 2005 from Citigroup Asset Management, following its acquisition by Legg Mason. Prior to joining Legg Mason, Mr. Shearman served as Product Development Director - Europe, Middle East, and Africa for Citigroup Asset Management. Prior to this role, Mr. Shearman served as Product Manager at Morley Fund Management. Prior to joining Morley Fund Management, Mr. Shearman served as Product/Marketing Manager - Savings and Investments at Alliance & Leicester and Marketing Assistant and Assistant Product Manager at Nationwide Building Society. Mr. Shearman earned an Advanced Certificate in Marketing and Post-graduate Diploma in Marketing. Justin Eede Mr. Eede is Head of European Sales and Client Service and joined Legg Mason in June Mr. Eede is responsible for pan European business development and client service. In 1996, Mr. Eede started his career in asset management with GT Global. Following the acquisition of GT by Invesco in 1998, he became a Director of Business Development with responsibility for London. Mr. Eede assumed the same role at Invesco Perpetual before joining Legg Mason. Mr. Eede graduated in French and business studies from the University of Southampton in Joseph LaRocque Joseph LaRocque is Managing Director, Global Investment Managers Affiliate Relations of Legg Mason, which he joined in He also serves as a director of a number of Legg Mason s international entities and non-us mutual funds and has over 24 years of experience. He is a certified public accountant and from 1991 to 2001 was employed by PricewaterhouseCoopers in several capacities, most recently as a senior manager in their global financial services practice. Mr. LaRocque holds a BS and MBA in Business Administration and Management from Southern New Hampshire University. 2

10 Legg Mason Alternative Funds ICAV Singapore Prospectus Edward Venner Mr. Venner is Managing Director, Global Distribution of Legg Mason UK and also a member of the Legg Mason Global Distribution ( LMGD ) leadership team. Mr. Venner joined Legg Mason in June 2006 as European Head of Tax and became International Chief Financial Officer in February 2008 and Head of LMGD Finance in Prior to joining Legg Mason, Mr. Venner trained as a Chartered Accountant with Ernst & Young in their London Asset Management Practice. Mr. Venner holds a Bachelor of Arts (with honours) in Economics from Trevelyan College, University of Durham. Mr. Venner was also conferred a membership (ACA) of the Institute of Chartered Accounts of England & Wales ( ICAEW ) in 1998 and was subsequently a fellowship (FCA) of ICAEW in Key Executives The Investment Committee of the Investment Manager performs oversight of the Sub-Investment Manager appointed by the Investment Manager for the Fund. The key member of the Investment Committee is Robert Shearman who serves as Chairman of the Investment Committee. A write-up on Mr. Shearman is provided above. The list of directors and key executives of the Investment Manager may be changed from time to time without notice to investors. 3.4 Sub-Investment Manager and Sub-Advisers The Investment Manager has appointed Permal Investment Management Services Limited as the Sub-Investment Manager of the Fund. The Sub-Investment Manager is domiciled in the United Kingdom and has been managing collective investment schemes and discretionary funds since The Sub-Investment Manager is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Further details on the Sub-Investment Manager are set out in the Fund Supplement to the Irish Prospectus. The Sub-Investment Manager is authorised to engage one or more Sub-Advisers for the purpose of assisting it with carrying out its duties and responsibilities as sub-investment manager by exercising investment discretion over the Fund. Further details on the Sub-Advisers are set out in the Fund Supplement to the Irish Prospectus. Investors should note that past performance of the Sub-Investment Manager or any Sub-Adviser is not necessarily indicative of the future performance of the Sub-Investment Manager or the Sub-Advisers. 4. OTHER PARTIES 4.1 The Singapore Representative Legg Mason Asset Management Singapore Pte. Limited has been appointed by the ICAV to act as the ICAV s local agent in Singapore to accept service of process on behalf of the ICAV. Legg Mason Asset Management Singapore Pte. Limited has also been appointed by the ICAV as the representative for the Fund in Singapore (the Singapore Representative ) for the purposes of performing administrative and other related functions relating to the offer of Shares under Section 287 of the Securities and Futures Act, which includes maintaining for inspection in Singapore a subsidiary register of shareholders who subscribed for or purchased their Shares in Singapore (or any other facility that enables the inspection or extraction of the equivalent information), which shall be open to the inspection of the public (free of charge) during usual business hours of the Singapore Representative at its business address. Entries in the subsidiary register (or such other facility) are conclusive evidence of the number of Shares in the Fund or Share Class of the Fund held by each shareholder and such entries shall prevail in the event of any discrepancy with the details appearing on any statement of holding, unless the shareholder proves to the satisfaction of the ICAV that such entries are incorrect. 4.2 Singapore Distributor The Distributor of the Fund, Legg Mason Investor Services, LLC, has appointed Legg Mason Asset Management Singapore Pte. Limited as distributor of the Fund in Singapore. Further details on the distribution arrangement are set out under the heading THE DISTRIBUTORS in the MANAGEMENT AND ADMINISTRATION section of the Irish Prospectus. 4.3 The Administrator The ICAV has appointed State Street Fund Services (Ireland) Limited to act as its administrator, registrar and transfer agent. Further details on the Administrator are set out under the heading THE ADMINISTRATOR in the MANAGEMENT AND ADMINISTRATION section of the Irish Prospectus. 4.4 The Custodian The ICAV has appointed State Street Custodian Services (Ireland) Limited as custodian. Further details on the Custodian, the custodial arrangement for the ICAV and a summary of the custodian agreement are set out under the heading THE CUSTODIAN in the MANAGEMENT AND ADMINISTRATION section of the Irish Prospectus. 3

11 Legg Mason Alternative Funds ICAV Singapore Prospectus 4.5 Other parties Details on the Shareholder Servicing Agents and the Currency Administrator are set out under the headings THE SHAREHOLDER SERVICING AGENTS and THE CURRENCY ADMINISTRATOR in the MANAGEMENT AND ADMINISTRATION section of the Irish Prospectus. 5. INVESTMENT OBJECTIVES AND POLICIES AND PROFILE OF A TYPICAL INVESTOR 5.1 The Fund s investment objective is to seek total return comprised of capital appreciation and income. The Fund is a multimanager, multi-strategy fund that seeks to achieve its investment objective by allocating it assets to a select group of discretionary sub-investment advisers that employ a variety of investment strategies. In seeking to meet its investment goal, the Fund implements a tactical asset allocation program by investing in a number of alternative investment strategies which is overseen by the Fund s Sub-Investment Manager. The investment strategies employed by the Fund are credit long-short strategies, event driven strategies, global macro strategies, relative value strategies and equity hedge strategies. 5.2 Further details on the investment objective and policies of the Fund are described in the Fund Supplement to the Irish Prospectus which should be read together with the THE FUNDS section of the Irish Prospectus. 5.3 Use of FDIs Subject to the conditions and within the limits from time to time laid down by the Central Bank, the Fund may engage in transactions in FDIs, whether for efficient portfolio management purposes (i.e. hedging, reducing risks or costs, or increasing capital or income returns) or investment purposes. Investors may wish to refer to the Investment Techniques and Instruments and Financial Derivative Instruments sections and Schedule I of the Irish Prospectus for more information concerning the use of FDIs and the limits thereon as well as the RISK FACTORS section in the Irish Prospectus under the heading DERIVATIVES RISKS for details of the risks associated with the use of FDIs. The Fund will seek to limit the market risk and leverage created through the use of derivatives by using a sophisticated risk measurement technique known as value-at-risk (the VaR approach ). The Fund will use an absolute VaR model where the measurement of VaR is relative to the Net Asset Value of the Fund. Where the Fund uses an absolute VaR model, in accordance with the requirements of the Central Bank, it is subject to an absolute VaR limit of 20 per cent of the Fund s Net Asset Value, based on a 20 Business Day holding period and a 99 per cent confidence interval. However, the Fund may from time to time experience a change in Net Asset Value over a 20 Business Day holding period greater than 20 per cent of Net Asset Value. This would represent a VaR greater than the limit applicable to the Fund and the Fund is required to take steps to address such a situation in accordance with the requirements of the Central Bank. Further information on the measurement of market risk and leverage using VaR is set out in the Fund Supplement to the Irish Prospectus. The Investment Manager will ensure that the risk management and compliance procedures are adequate and have been or will be implemented and that it has the necessary expertise to manage the risk relating to the use of FDIs. 5.4 Use of Repurchase Agreements, Reverse Repurchase Agreements and Stocklending Agreements The Fund may enter into repurchase agreements, reverse repurchase agreements and stocklending agreements. Investors may wish to refer to the RISK FACTORS section of the Irish Prospectus under the sub-headings RISKS OF REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS and RISKS OF SECURITIES LENDING AGREEMENTS and the GENERAL section of the Irish Prospectus under the sub-heading CONFLICTS OF INTEREST AND BEST EXECUTION for further details. All revenue arising from the efficient portfolio management techniques of stock lending, repurchase and reverse repurchase arrangements for the Fund, net of direct and indirect operational costs, will be returned to the Fund. 5.5 Investors attention is drawn to the risk factors set out under the RISK FACTORS section of the Irish Prospectus and in the Fund Supplement to the Irish Prospectus. 5.6 The Fund is suitable for investors seeking capital appreciation over a full market cycle (typically, a three year time horizon) and who are prepared to accept a moderate level of volatility. Investors should consult their financial advisers if in doubt whether this product is suitable for them. 6. CPF INVESTMENT SCHEME The Fund is not included under the CPF Investment Schemes. 4

12 Legg Mason Alternative Funds ICAV Singapore Prospectus 7. FEES, CHARGES AND EXPENSES 7.1 A summary of the fees and charges applicable to the Fund is set out below: Fees and charges payable by investors of the Fund (for Class A Shares) Share Class Initial Charge^ Redemption Charge^ Switching Fee^ Class A 5% Nil Nil ^ An authorised dealer or sub-distributor of the Fund may charge an Initial Charge up to the percentage set out in the table. While it is not the intention of the Directors to charge a switching fee, an authorised dealer or sub-distributor may separately charge a switching fee. Additional fees and charges may also be payable to an authorised dealer or sub-distributor of the Fund in Singapore (depending on the specific nature of services provided by that authorised dealer or sub-distributor). Investors should therefore check with such authorised dealers or sub-distributors as to whether any additional fees and charges are imposed Fees and Charges payable by the Fund A table setting out the fees and charges payable by Class A of the Fund is set out below: 1. Management Fees (per annum) Class A 1a. Management Fees (per annum) less Sub-Adviser Fees in row 1b 1.25% 1b. Sub-Adviser Fees (per annum) 1.00% 1c. Total Management Fees (per annum) 2.25% 2. Shareholder Services Fee (per annum) 0.15% 3. Administration and Custodian Fee (per annum) 0.20% 4. Total Fee (per annum) 2.60% 5. Specified Expenses Cap (per annum) % 1 Specified Expenses Cap does not include, amongst others, Performance Fees. A Performance Fee on each Share Class may be payable to the Sub-Investment Manager out of the assets of the Fund. The Sub-Advisers are entitled to a Performance Fee which is paid out of the Sub-Investment Manager s Performance Fee as set out below. Sub-Investment Manager Performance Fee: A Sub-Investment Manager performance fee ( Performance Fee ) on each Share Class is payable only if the Net Asset Value of such Share Class (before accruals of Performance Fees or Additional Performance Fees) has increased by at least 4 per cent at the end of the relevant Performance Period from the Net Asset Value of such Share Class at the end of the prior Performance Period, or in the case of the first Performance Period, the Initial Offer Price of such Share Class (the Sub-Investment Manager Hurdle Rate ). The Performance Fee shall be equal to 15 per cent of the New Net Appreciation of the relevant Share Class during the Performance Period above the Sub-Investment Manager Hurdle Rate. Sub-Adviser Performance Fees: The Sub-Adviser Performance Fee is payable on a Sub-Adviser s Portfolio only if the Net Asset Value of such Portfolio (before any accruals of Sub-Adviser Performance Fees) has increased by at least 4 per cent at end of relevant Performance Period from the Net Asset Value of such Portfolio as at the end of the prior Performance Period (the Sub-Adviser Hurdle Rate ). The Sub-Adviser Fee shall be equal to 10 per cent of the New Net Appreciation of the Portfolio allocated to such Sub-Adviser during the Performance Period above the Sub-Adviser Hurdle Rate. Additional Performance Fee: The Sub-Investment Manager will pay the Sub-Adviser Performance Fees for a particular Performance Period out of the Performance Fee paid to it for such Performance Period. However, if, as of the end of any Performance Period, the sum of all Sub-Adviser Performance Fees payable to Sub-Advisers in respect of a Performance Period exceeds the Performance Fee payable to the Sub-Investment Manager, the Fund will pay an additional amount (the Additional Performance Fee ) to the Sub-Investment Manager which shall, in turn, remit the Additional Performance Fee to the relevant Sub-Adviser to cover the shortfall. This may occur where, for example, during a Performance Period one or more Sub-Advisers add value in respect of their Portfolio, while other Sub-Advisers add negative value with respect to their respective Portfolios. Any such Additional Performance Fee paid by the Fund will be deducted from the Sub-Investment Manager s Performance Fee before payment to the Sub-Investment Manager in subsequent Performance Periods; provided that upon a redemption, the amount of the Additional Performance Fee to be deducted from the Sub-Investment Manager s Performance Fee in subsequent Performance Periods shall be decreased by an amount proportionate to the percentage of outstanding Shares redeemed in the relevant Class. 5

13 Legg Mason Alternative Funds ICAV Singapore Prospectus For the avoidance of doubt, if the Fund or the Sub-Investment Management Agreement is terminated following the payment of an Additional Performance Fee, the Sub-Investment Manager shall not be required to reimburse the Fund such Additional Performance Fee. It is possible that performance fees in respect of the performance achieved by one or more of those Sub- Advisers may be payable by the Fund to one or more of the Sub-Advisers even though the overall Net Asset Value of the Fund, representing the aggregate performance of all the Sub-Advisers, may not have increased or may have decreased. It should be noted that a performance fee is based on net realised and net unrealised gains and losses as at the end of each calculation period. As such, performance fees may be paid on unrealised gains which may subsequently never be realised. The performance fee is calculated based on a high water mark arrangement. A numerical example of how the performance fee is calculated is set out below: For Illustration purposes only: Base End Period 1 End Period 2 End Period 3 A Net Asset Value $ $ $ $ B Manager Performance Fee Hurdle 4.00% $ x 4.00% = $ $ x 4.00% = $ $ x 4.00% = $ C 8. RISK FACTORS Performance Fee [Eligible if (A) is greater than (B)] - No No Yes 15.00% 0 0 ($ $108.16) x 15.00% = $1.026 D Sub-Adviser Fee 1.00% $ x 1.00% = $1.03 E Management Fee 1.25% $ x 1.25% = $1.29 F Shareholder Services Fee Total Fees payable by the Fund [C+D+E+F] Total Fees payable after fee cap (Currently capped at Maximum of 3.15%) 0.15% $ x 0.15% = $0.15 $ x 1.00% = $1.04 $ x 1.25% = $1.30 $ x 0.15% = $0.16 $ x 1.00% = $1.15 $ x 1.25% = $1.44 $ x 0.15% = $0.17 $2.47 $2.50 $ % 2.40% 3.29% $2.47 $2.50 $ % 2.40% 3.15% Notes: *For simplicity, the above example assumes that the Management Fee and Performance Fee are calculated based on the year end NAV per share. For purposes of calculating such performance fees, the term Performance Period means the period beginning on 1 July and ending on 30 June of each year, with the exception of the first Performance Period for a Share Class, which will begin upon the initial issue of Shares in that Share Class and end on the following 30 June and the first Performance Period for a Portfolio, which will begin upon the appointment of such Sub-Adviser to manage said Portfolio and will end on the following 30 June. Performance fee No Equalisation The methodology used in calculating the Performance Fee, Additional Performance Fee and Sub-Adviser Performance Fees may result in inequalities between investors in relation to the payment of such performance fees (with some investors paying disproportionately higher performance fees in certain circumstances) and may also result in certain investors 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 for the Fund). Further information on the fees and charges above (including Performance Fees) and the fees and charges of other Share Classes borne by the Fund is set out under the FEES AND EXPENSES section of the Fund Supplement, which should be read together with the FEES AND EXPENSES section in the Irish Prospectus. 8.1 Investors should consider and satisfy themselves as to the risks of investing in the Fund, there can be no assurance that the Fund will achieve its investment objective. The value of the Shares may rise and fall, as the capital value of the securities in which the Fund invests may fluctuate and investors may not realise the value of their initial investment. 6

14 Legg Mason Alternative Funds ICAV Singapore Prospectus 8.2 Foreign exchange risks An investment in the Shares of the Fund may entail exchange rate risks. Please refer to the section headed CURRENCY RISKS in the RISK FACTORS section of the Irish Prospectus for further details. In addition, Singapore investors should note that the Fund is not denominated in Singapore Dollars and a Share Class into which they invest may not be denominated in Singapore Dollars ( non-singapore Dollar denominated Share Class ). The Investment Manager or the Sub-Investment Manager will not hedge the foreign currency exposure of a non-singapore Dollar denominated Share Class to changes in exchange rates between the currency of that Share Class and the Singapore Dollar. Therefore an investor in a non-singapore Dollar denominated Share Class and whose reference currency is the Singapore Dollar may be exposed to additional exchange rate risks. 8.3 Redemption risks The Fund is not listed in Singapore. There is no ready secondary market for the Shares in Singapore. Investors may consequently only redeem their Shares in the manner set out in this Prospectus. An investor s right to redeem Shares may be temporarily suspended under certain circumstances as described in Paragraph 13 below. Investors should also note that if redemption requests on any Dealing Day exceed 10 per cent. of the Shares issued in respect of the Fund, the ICAV may defer the excess redemption requests to subsequent Dealing Days and shall redeem such Shares rateably. 8.4 Other risks Please refer to the RISK FACTORS section of the Irish Prospectus as well as the RISK PROFILE section of the Fund Supplement for other general as well as specific risk factors that may apply to the Fund (including details of risks associated with the use of FDIs and risks of repurchase and reverse repurchase agreements and securities lending agreements). 9. SUBSCRIPTION FOR SHARES 9.1 Subscription Procedure Applications for Shares should be made on a share application form (an Application Form ) as may be prescribed in respect of the Fund and sending it, together with the payment for the Shares as per the instructions provided on the Application Form, to any authorised dealer or sub-distributor of the Fund in Singapore ( Dealer ). The ICAV, in its discretion, may accept subscriptions for the Fund in freely convertible currencies other than the base currency of the Fund. The Fund and the Administrator reserve the right to reject in whole or in part any application for Shares or to request further details or evidence of identity from an applicant for, or transferee of, Shares. Where an application for Shares is rejected, the subscription monies shall be returned to the applicant without interest within 14 days of the date of such application. Any charges incurred will be borne by the applicant. Full details on the subscription procedure are set out under the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. 9.2 Minimum Initial Subscription Amount and Minimum Subsequent Subscription As at the date of this Singapore Prospectus, only the Class A Share Classes denominated in SGD and US$ listed in Paragraph are available to all Singapore investors. The minimum initial investment and the minimum subsequent investment per Shareholder in Shares of Class A Share Classes denominated in SGD and US$ are as follows: Minimum Initial Investment* Minimum for each Subsequent Investment* Each Class A Share Class denominated in US$ US$1,000 US$500 Each Class A Share Class denominated in SGD SGD1,500 SGD500 *For each Share Class, the minimum may be satisfied by an equivalent amount in another authorised currency. The list of Share Classes available to all Singapore investors may change from time to time. The minimum initial investment and the minimum subsequent investment per Shareholder of the Fund in respect of other Share Classes are set out in Schedule VI of the Irish Prospectus. Singapore investors should note that Dealers may impose higher minimum amounts and investors should check with the relevant Dealer for more details. 9.3 Pricing All Shares shall be issued on a forward pricing basis. Accordingly, the purchase price of Shares shall not be ascertainable at the time of application. The purchase price of Shares of the Fund will vary from day to day in line with the Net Asset Value of that Fund ( NAV ). 7

15 Legg Mason Alternative Funds ICAV Singapore Prospectus Investors in Singapore may place orders with Dealers to purchase Shares of the Fund. Orders received by a Dealer prior to the Dealing Deadline shall be dealt or, in the exceptional circumstances where the Directors so determine in their absolute discretion to accept orders after the Dealing Deadline but prior to the Valuation Point on a Dealing Day shall be dealt with at the subscription price calculated on such Dealing Day. Orders received by a Dealer for onward transmission to the Administrator after the Valuation Point on a Dealing Day shall be dealt with at the subscription price calculated on the next succeeding Dealing Day. Further details are set out under the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. Investors in Singapore should note that a Dealer may impose a deadline for receipt of orders that is earlier than the Dealing Deadline. Investors in Singapore should therefore check with the relevant Dealer for the applicable dealing deadline imposed by that Dealer. The subscription price per Share for all Share Classes shall be the NAV per Share plus, in the case of the Class A Share Classes, an initial charge of up to 5 per cent. For the Fund on any Dealing Day a dilution adjustment may be made, which will be reflected in the NAV per Share. Further details on the subscription price are set out under the heading SUBSCRIPTION PRICE in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus and further details on determining the value of the assets of the Fund and on the dilution adjustments are set out under the heading DETERMINATION OF NET ASSET VALUE in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. 9.4 Numerical Example of How Shares are Allotted The following is an illustration of the number of Shares that will be issued based on a gross investment amount of US$1,000 purchasing Class A Shares of the Fund at a notional subscription price of US$100 per Share and an initial charge of 5%. The notional subscription price of US$100 is for illustrative purposes only, and the actual subscription price will fluctuate according to the NAV of the Class A Shares of the Fund. US$1,000* Gross Investment Amount x (100% - 5%) 5% initial Charge = US$950 Net Investment Amount / US$100 Subscription price = Shares Number of Class A Shares issued The initial charge in this illustration is US$50 (i.e. 5% X US$1,000). * For illustrative purposes only. Please note that the different Share Classes offered pursuant to this Singapore prospectus may be denominated in different currencies, and be subject to different minimum investment amounts and initial charges, as described in the other paragraphs of this Singapore Prospectus. 9.5 Contract Notes Following settlement, a contract note will be sent to the relevant Shareholder within 24 hours of the calculation of the relevant Net Asset Value confirming ownership of the number of Shares issued to that Shareholder. Further details are set out under the heading CONTRACT NOTES AND CERTIFICATES in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. For investors in Singapore who applied for Shares through a Dealer, the contract note will be sent to that Dealer. Investors in Singapore should therefore check with their relevant Dealer on when such confirmation will be sent to them by their Dealer as the trade confirmation policy may vary amongst Dealers. 9.6 No Right of Cancellation of Subscription by New Singapore Investors Investors in Singapore should note that a cancellation period is not available for their subscriptions into the Fund and investors in Singapore will not be allowed to cancel their subscriptions. 10. REDEMPTION OF SHARES 10.1 Redemption Orders and Redemption Procedure Investors in Singapore may place orders by fax or in writing to the Dealer from whom the investor had purchased his Shares and must include the following: (a) (b) (c) (d) (e) account number; shareholder s name; the redemption amount (base currency amount or shares); shareholder signature; and bank account details. 8

16 Legg Mason Alternative Funds ICAV Singapore Prospectus If redemption requests on any Dealing Day exceed 10 per cent. of the Shares in issue in respect of the Fund, the ICAV may defer the excess redemption requests to subsequent Dealing Days and shall repurchase such Shares rateably. Any deferred repurchase requests shall be treated in priority to any repurchase requests received on subsequent Dealing Days. Further details on redemption procedures are set out under the headings REDEMPTION PROCEDURES and MANDATORY REDEMPTION OF SHARES AND FORFEITURE OF DIVIDEND in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section in the Irish Prospectus Minimum Holding Amount and Minimum Realisation Amount There is no minimum realisation amount imposed by the ICAV. Shareholders may redeem all or part of their holding, provided that, if the request would reduce a shareholding below the minimum initial investment amount of the relevant Share Class as set out in Schedule VI of the Irish Prospectus, such request may be treated as a request to redeem the entire shareholding, unless the ICAV or the Administrator otherwise determines. As at the date of this Singapore Prospectus, only the Class A Share Classes denominated in SGD and US$ listed in Paragraph are available to all Singapore investors. The minimum initial investment per Shareholder in Shares of Class A Share Classes denominated in SGD and US$ are as follows: Each Class A Share Class denominated in US$ Each Class A Share Class denominated in SGD Minimum Initial Investment* US$1,000 SGD1,500 *For each Share Class, the minimum may be satisfied by an equivalent amount in another authorised currency. The list of Share Classes available to all Singapore investors may change from time to time. The minimum initial investment per Shareholder of the Fund in respect of other Share Classes is set out in Schedule VI of the Irish Prospectus. Investors in Singapore should check with their Dealer whether it imposes any minimum realisation amount or if it imposes a different minimum holding amount Dealing Deadline and Pricing Basis The redemption price per Share is calculated on a forward pricing basis. Therefore, the redemption price of Shares will not be ascertainable at the time of redemption request. The redemption price for any Dealing Day is the NAV per Share as described in Paragraph 9.3 above. Investors in Singapore may place orders to redeem Shares of the Fund with Dealers for onward transmission to the Administrator. Redemption orders received by the Administrator by the Dealing Deadline on a Dealing Day shall be dealt with at the applicable redemption price per Share next determined by the Administrator on such Dealing Day. Redemption orders received by the Administrator after the Dealing Deadline on a Dealing Day shall be dealt with at the applicable redemption price determined by the Administrator on the next succeeding Dealing Day. Further details are set out under the heading REDEMPTION PROCEDURES in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. Investors in Singapore should note that a Dealer may impose a deadline for receipt of orders that is earlier than the Dealing Deadline. Investors in Singapore should therefore check with the relevant Dealer for the applicable dealing deadline imposed by that Dealer Numerical examples of calculation of redemption proceeds e.g. 1,000 Shares Redemption request x US$10.01* NAV = US$10, Redemption proceeds OR e.g. 1,000 Shares Redemption request x US$9.50* NAV = US$9, Redemption proceeds * For illustrative purposes only. Please note that the different Share Classes offered pursuant to this Singapore Prospectus may be denominated in different currencies as set out in Paragraph 2.3 of this Singapore Prospectus Payment of Redemption Proceeds Settlement for redemptions of Shares for the Fund will normally be made within three Business Days from receipt by the Administrator of correct redemption documentation. Further details on the settlement for redemption are set out under the SETTLEMENT PROCEDURES heading in the BUYING, SELLING, SWITCHING AND CONVERTING SHARES section of the Irish Prospectus. Investors in Singapore who have invested in the Fund through a Dealer should note that the redemption proceeds will normally be paid to the Dealer for onward transmission to the investor. 9