INSIGHT LIQUIDITY FUNDS

Transcription

1 INSIGHT LIQUIDITY FUNDS p.l.c. (An umbrella type open-ended investment company with variable capital with segregated liability between sub funds. A company incorporated with limited liability under the laws of Ireland with registered number PROSPECTUS This Prospectus is dated 21 October 2013 The Directors of Insight Liquidity Funds p.l.c. whose names appear in this Prospectus accept responsibility for the information contained in this Prospectus and in the Supplements. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus should be read in conjunction with the relevant Supplement dealing with each Fund. M

2 IMPORTANT INFORMATION The authorisation of Insight Liquidity Funds p.l.c. (the Company) by the Central Bank of Ireland (the Central Bank) shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. The value of and income from Shares in the Company may go up or down and you may not get back the amount you have invested in the Company. Information applicable to the Company generally is contained in this Prospectus. Each Fund offered by the Company and the shares available in the Fund are described in the relevant Supplement for that Fund. Before investing in the Company, you should consider the risks involved in such investment. Please see "Risk Factors" applicable to the Fund in this Prospectus and the Supplements thereto. If you are in any doubt about the contents of this Prospectus you should consult your Stockbroker, Bank Manager, Solicitor, Accountant or other financial adviser. Distribution of this Prospectus is not authorised in any jurisdiction unless accompanied by a copy of the then latest by a copy of the then latest annual report and audited accounts of the Company and, if published after such report, a copy of the then latest semi-annual report and unaudited accounts. Such reports and this Prospectus together form the prospectus for the issue of Shares in the Company. The Company is an umbrella investment company with variable capital and segregated liability between Funds incorporated on 3 December 2002 and is authorised in Ireland 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). Such authorisation is not an endorsement or guarantee of the Company or any Fund by the Central Bank, nor is the Central Bank responsible for the contents of this Prospectus. The Company has segregated liability between its Funds and accordingly any liability incurred on behalf of or attributable to any Fund shall be discharged solely out of the assets of that Fund. Application may be made to list Shares of the Company on the main securities market of the Irish Stock Exchange. Details of any such listing are set out in the Supplement of the relevant Fund. No application has been made for the Shares of the Company to be listed on any other stock exchange. The Directors do not anticipate that an active secondary market will develop in the Shares of the Company. Neither the admission of Shares of the Company to the official list and trading on the main securities market of the Irish Stock Exchange nor the approval of the Prospectus shall constitute a warranty or representation by the Irish Stock Exchange as to the competence of M

3 service providers to or any other party connected with the Company, the adequacy of information contained in the Prospectus or the suitability of the Company for investment purposes. This Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. In particular, the Shares have not been registered under the United States Securities Act of 1933 (as amended) and may not, except in a transaction which does not violate US securities laws, be directly or indirectly offered or sold in the United States or to any United States Person. The Company will not be registered under the United States Investment Company Act of This Prospectus is issued in the United Kingdom ( UK ) by Insight Investment Funds Management Limited, which is regulated in the conduct of its investment business by the Financial Conduct Authority. The Company is recognised for distribution in the UK for the purpose of the Financial Services and Markets Act 2000 of the United Kingdom and the rules of the Financial Conduct Authority made thereunder. This document is not addressed to or intended for any individual or legal entity in the Netherlands except individuals or legal entities who qualify as qualified investors (as defined by section 1:1 of the Act on financial supervision (Wet op het financieel toezicht), as amended). The Articles of the Company give powers to the Directors to impose restrictions on the holding of Shares by (and consequently to repurchase Shares held by), or the transfer of Shares to, any United States Persons or by any person who appears to be in breach of the laws or requirements of any country or government authority or by any person or persons in circumstances (whether directly or indirectly affecting such person or persons, and whether taken alone or in conjunction with any other persons, connected or not, or any other circumstances appearing to the Directors to be relevant) which, in the opinion of the Directors, might result in the Company incurring any liability to taxation or suffering any other pecuniary, regulatory legal or material administrative disadvantage which they might not otherwise have incurred or suffered. The Articles of Association also permit the Directors where necessary to repurchase and cancel Shares (including fractions thereof) held by a person who is, or is deemed to be, or is acting on behalf of, an Irish Taxable Person on the occurrence of a chargeable event for Irish taxation purposes. Potential subscribers and purchasers of Shares should inform themselves as to (a) the possible tax consequences, (b) the legal requirements, (c) any foreign exchange restrictions or exchange control requirements and (d) any other requisite governmental or other consents or formalities which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, purchase, holding or disposal of Shares. M

4 This Prospectus may be translated into other languages. Any such translation shall only contain the same information and have the same meanings as this English language document. To the extent that there is any inconsistency between this English language document and the document in another language, this English language document shall prevail except to the extent (but only to the extent) required by the laws of any jurisdiction where the Shares are sold so that in an action based upon disclosure in a document of a language other than English, the language of the document on which such action is based shall prevail. Any information given, or representations made, by any dealer, salesman or other person not contained in this Prospectus or in any reports and accounts of the Company forming part hereof must be regarded as unauthorised and accordingly must not be relied upon. Neither the delivery of this Prospectus nor the offer, issue or sale of Shares shall under any circumstances constitute a representation that the information contained in this Prospectus is correct as of any time subsequent to the date of this Prospectus. To reflect material changes, this Prospectus may from time to time be updated and intending subscribers should enquire of the Administrator or the Investment Manager as to the issue of any later Prospectus or as to the issue of any reports and accounts of the Company. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Memorandum and Articles of Association of the Company, copies of which are available upon request. Defined terms used in this Prospectus shall have the meaning attributed to them in Appendix I. M

5 TABLE OF CONTENTS Insight Liquidity Funds p.l.c. Page Number DIRECTORY... 6 THE COMPANY... 8 Introduction... 8 Directors of the Company... 8 Investment Manager and Distributor Investment Adviser and Administrative Support Provider Custodian Administrator Investment Objective and Policies Investment Restrictions Use of Financial Derivative Instruments Efficient Portfolio Management Borrowing and Lending Powers Risk Factors Dividend Policy Applications for Shares Anti-Money Laundering Data Protection Form of Shares and Transfer of Shares Repurchases of Shares Exchange of Shares Issue and Repurchase Prices/Calculation of Net Asset Value/Valuation of Assets Suspension of Calculation of Net Asset Value Charges and Expenses Soft Commissions Company Transactions and Conflicts of Interest Taxation General Irish Taxation Shareholders UK Taxation Notification of Prices GENERAL INFORMATION Incorporation and Share Capital Memorandum and Articles of Association Litigation and Arbitration Directors' Interests Material Contracts Miscellaneous Information for investors in the United Kingdom Documents for Inspection M

6 Appendix I Definitions Appendix II Markets M

7 DIRECTORY Insight Liquidity Funds p.l.c., George s Court, Townsend Street, Dublin 2, Ireland INVESTMENT MANAGER AND DISTRIBUTOR Insight Investment Funds Management Limited, 160 Queen Victoria Street, London EC4V 4LA, England INVESTMENT ADVISER AND ADMINISTRATIVE SUPPORT PROVIDER Insight Investment Management (Global) Limited, 160 Queen Victoria Street, London EC4V 4LA, England CUSTODIAN Northern Trust Fiduciary Services (Ireland) Limited, George s Court, Townsend Street, Dublin 2, Ireland ADMINISTRATOR Northern Trust International Fund Administration Services (Ireland) Limited George s Court, Townsend Street, Dublin 2, Ireland INDEPENDENT AUDITORS KPMG Chartered Accountants, 1 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland SECRETARY Northern Trust International Fund Administration Services (Ireland) Limited, George s Court, Townsend Street, Dublin 2, Ireland M

8 IRISH LEGAL ADVISERS TO THE COMPANY A & L Goodbody, International Financial Services Centre, North Wall Quay, Dublin 1, Ireland SPONSORING BROKER Investec, Harcourt Building, Harcourt Street, Dublin 2, Ireland M

9 1. THE COMPANY Introduction Insight Liquidity Funds p.l.c. (the Company ) is structured as an umbrella investment company with variable capital, in that different Funds may be established, from time to time, by the Directors with the prior approval of the Central Bank. Any supplement to the Prospectus in relation to a new Fund shall list all of the existing Funds. Shares of more than one class may be issued in relation to a Fund. The creation of further share classes must be notified to, and cleared, in advance with the Central Bank. On the introduction of any new class of Shares, the Company will prepare and the Directors will issue documentation setting out the relevant details of each such class of Shares. A separate portfolio of assets shall be maintained for each Fund and shall be invested in accordance with the investment objective applicable to such Fund. Particulars relating to individual Funds and the classes of Shares available therein, are given in the relevant Supplements. Insight Investment Funds Management Limited (the "Investment Manager") serves as investment manager of the Company and as a distributor of the Shares. The Company may decline any application for Shares in whole or in part without assigning any reason therefor and will not accept an initial subscription for Shares of any amount (exclusive of the preliminary charge, if any) which is less than the Minimum Initial Subscription as set forth in the relevant Supplement for each Fund, unless the Minimum Initial Subscription is waived by the Directors. After the initial issue, Shares will be issued and repurchased at the Net Asset Value per Share plus or minus duties and charges (as the case may be) including any preliminary or repurchase charge specified in the relevant Supplement for the Fund. The Net Asset Value of the Shares of each class and the issue and repurchase prices will be calculated in accordance with the provisions summarised under the heading "Issue and Repurchase Prices/Calculation of Net Asset Value/Valuation of Assets". Details of Dealing Days in respect of each Fund appear in the relevant Supplement. All holders of Shares will be entitled to the benefit of, will be bound by, and deemed to have notice of the provisions of the Memorandum and Articles of Association of the Company summarised under the heading "General Information", copies of which are available as detailed below. Directors of the Company The Directors of the Company are described below: Mr Charles Farquharson (British) Mr Farquharson joined Insight in January 2005 as head of distribution and is a board director. Before joining Insight, Mr Farquharson had been with Merrill Lynch Investment Management M

10 (formerly Mercury Asset Management) since During this time, before being appointed for his most recent role as head of institutional business ex US, Australia and Japan, he had worked in a number of senior management roles including company secretary, head of compliance and head of legal department. Prior to Merrill Lynch, he spent five years working in the banking department at Simmons and Simmons after qualifying as a solicitor. Mr Farquharson has a BA honours, MA degree in Law from Cambridge University. Mr Paul Dellar (British) Mr Dellar joined Insight Investment in January 2006 as head of product development. Before joining Insight he spent eight years at Deutsche Asset Management (DeAM - formerly Morgan Grenfell Asset Management) in various product development roles, ultimately heading up the product development team. Prior to DeAM, Mr Dellar had been with Mellon Trust, a provider of administration services to the fund management industry, where he headed the fund accounting, pricing and taxation departments. Paul is a qualified chartered accountant, having trained with KPMG, and holds a BSc Hons (Soc. Sci.) in Economics and Politics from the University of Southampton. Mr John Fitzpatrick (Irish) Mr Fitzpatrick has over 25 years experience in the management of mutual funds and currently acts as an independent director and consultant in relation to a number of management companies and investment funds. Mr Fitzpatrick was an Executive Director and Head of Product Development and Technical Sales at Northern Trust Investor Services (Ireland) Limited between 1990 and In this role, he was responsible for consulting with clients regarding fund structures, regulatory issues and industry developments and was responsible for business development in the Dublin office, representing Northern Trust's fund services business globally. Mr Fitzpatrick has served as Chairman of the Board for the Irish Funds Industry Association, and from 2002 to 2005 was Vice Chairman of the European Funds and Asset Managers Association. Prior to joining Northern Trust, Mr Fitzpatrick worked for PricewaterhouseCoopers and KPMG, where he specialized in Company Law and Tax Planning. He has worked at the senior level in all aspects of the mutual fund industry since Mr Michael Boyce (Irish) Mr Boyce is an independent Irish resident director who was director of Northern Trust Investor Services (Ireland) Limited until November From September 1997 to May 2000 he was an Executive Director and Head of Ulster Bank Investment Services. Mr Boyce has over 25 years experience in investment fund administration and is a member of the Securities Institute. Mr Boyce is an independent director of several other fund companies. Mr Barry McGrath (Irish) M

11 Mr McGrath (Irish) has been a partner with Maples & Calder since He was a partner with A&L Goodbody from 2003 until July 2008 and specialised in financial services and fund management law. He is a director of a number of other Irish collective investment schemes and has spoken at numerous Irish and international conferences on various aspects of Irish funds and regulatory law. No Director has: (i) (ii) (iii) any unspent convictions in relation to indictable offences; or been bankrupt or the subject of any individual voluntary arrangement, or has had a receiver appointed to any asset of such Director; or been a director of any company which, while he was a director with an executive function or within 12 months after he ceased to be a director with an executive function, had a receiver appointed or went into compulsory liquidation, creditors voluntary liquidation, administration or company voluntary arrangements, or made any composition or arrangements with its creditors generally or with any class of its creditors; or (iv) been a partner of any partnership, which while he was a partner or within 12 months after he ceased to be a partner, went into compulsory liquidation, administration or partnership voluntary arrangement, or had a receiver appointed to any partnership asset; or (v) (vi) had any public criticism by statutory or regulatory authorities (including recognised professional bodies); or been disqualified by a court from acting as a director or from acting in the management or conduct of the affairs of any company. For the purposes of this Prospectus, the address of all the Directors is the registered office of the Company. Save for the information outlined herein, no further information is required to be given in respect of the Directors pursuant to the listing requirements of the Irish Stock Exchange. The Company has delegated the day to day management and running of the Company in accordance with policies approved by the Directors to the Custodian, the Administrator and the Investment Manager. Consequently, all Directors of the Company are non-executive. Investment Manager and Distributor Pursuant to two agreements (summarised under the heading "General Information" below), Insight Investment Funds Management Limited serves as both Investment Manager of the Company and as distributor of Shares in the Company's Funds. M

12 Insight Investment Funds Management Limited is a private limited company incorporated under the laws of England and Wales. It is authorised and regulated by the Financial Conduct Authority in the UK as an authorised fund manager of collective investment schemes. As at 31 December 2012 it had in excess of Stg 40.8 billion in funds under management. Insight Investment Funds Management Limited is a subsidiary of Insight Investment Management Limited and is part of The Bank of New York Mellon Corporation. Investment Adviser and Administrative Support Provider Pursuant to an agreement (summarised under the heading General Information below), Insight Investment Management (Global) Limited serves as Investment Adviser to the Company. Insight Investment Management (Global) Limited is a private limited company incorporated under the laws of England and Wales. It is regulated by the Financial Conduct Authority in the UK. It manages and advises on the investment of managed funds and as at 31 March 2013 had in excess of Stg billion in funds under management. Insight Investment Management (Global) Limited is a subsidiary of Insight Investment Management Limited and is part of The Bank of New York Mellon Corporation. The primary responsibility of the Investment Adviser is to provide investment advice to the Company. The Company has also appointed Insight Investment Management (Global) Limited to act as an Administrative Support Provider providing administration support services which are not covered by the Administration Agreement or Investment Management Agreement. Custodian Northern Trust Fiduciary Services (Ireland) Limited has been appointed Custodian for the assets of each Fund by agreement dated 23rd December 2002 (as amended and novated on 25 February 2008 the "Custody Agreement"). The Custodian is a company incorporated in Ireland on 5 July 1990 and is an indirect wholly owned subsidiary of Northern Trust Corporation and its subsidiaries comprise the Northern Trust Group, one of the world s leading providers of global custody and administration services to institutional and personal investors. As at 31 December 2012, the Northern Trust Group s assets under custody and administration totalled in excess of US $4.8 trillion. The primary responsibilities of the Custodian are to act as custodian of the assets of each Fund. The Custodian has the power to appoint agents, sub-custodians and delegates. The Custodian's liability shall not be affected by the fact that it has entrusted some or all of the assets in safekeeping to any third party. The parties agree that the Central Bank considers that in order for the Custodian to discharge its responsibilities in this regard under the Regulations, the Custodian must exercise care and diligence in choosing and appointing a third party to be a sub-custodian so as to ensure that the sub-custodian has and maintains the expertise, competence and standing appropriate to discharge the responsibilities involved. The Custodian shall maintain an appropriate level of supervision over a sub-custodian and make appropriate enquiries from time to time to confirm that the obligations of the sub-custodian continue to be M

13 competently discharged. This does not purport to be a legal interpretation of the Regulations or the corresponding provisions of the Directive. Administrator The Company has delegated responsibility for the administration (including acting as registrar and transfer agent) of the Company to the Administrator by agreement dated 23 rd December 2002 (as novated on 25 February 2008 the "Administration Agreement"). The Administrator was incorporated as a limited liability company on 15 June, The Administrator is an indirect wholly owned subsidiary of Northern Trust Corporation. Northern Trust Corporation and its subsidiaries comprise Northern Trust Group, one of the world s leading providers of global custody and administration services to institutional and personal investors. As at 31 December 2012 the Northern Trust Group s assets under custody and administration totalled in excess of US$4.8 trillion. The Administrator is responsible, under the Administration Agreement, for the administration of the Company's affairs including but not limited to maintaining the Company's accounting records, calculating the Net Asset Value of each Fund and the Net Asset Value per Share and serving as registrar and as transfer agent. Investment Objective and Policies The Articles provide that the investment objective and policies for each Fund will be formulated by the Directors at the time of the creation of the Fund. Details of the investment objective and policies for each Fund of the Company appear in the relevant Supplement for each Fund. In the absence of unforeseen circumstances, the principal investment objective and policies for any Fund will be adhered to for at least three years following the admission of the Shares of the relevant Fund to the Official List and trading on the main securities market of the Irish Stock Exchange. Any change in the investment objective of a Fund may only be made with the approval of an ordinary resolution of the Shareholders of the relevant Fund. The Directors have the power to change the investment policies of a Fund. In each case reasonable prior notice will be given to Shareholders to enable them to request the repurchase of their Shares prior to the implementation of the change. Investment Restrictions The particular investment restrictions for each Fund will be formulated by the Directors at the time of the creation of each Fund and will appear in the relevant Supplement for that Fund. Details of the investment restrictions laid down in accordance with the Regulations in respect of each Fund are set out below. 1. Permitted Investments Investments of each Fund are confined to: 1.1. Transferable securities and money market instruments as prescribed in the UCITS Notices which are either admitted to official listing on a stock exchange in a Member State or non-member State or which are dealt on a market which is M

14 regulated, operates regularly, is recognised and open to the public in a Member State or non-member State (and is provided for in Appendix I to this Prospectus). 1.2 Recently issued transferable securities which will be admitted to official listing on a stock exchange or other market (as described above) within a year. 1.3 Money market instruments, other than those dealt on a regulated market. 1.4 Units of UCITS. 1.5 Units of non-ucits as set out in the Central Bank s guidance note 2/ Deposits with credit institutions as prescribed in the Central Bank Notices. 1.7 Financial derivative instruments (FDI) as prescribed in the Central Bank Notices. 2. Transferable Securities This term means: - shares in companies and other securities equivalent to shares in companies ( shares ), - bonds and other forms of securitised debt ( debt securities ), - other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange, other than the techniques and instruments referred to in Regulation 69 (2)(a), and which fulfil the criteria set out below: (a) (b) (c) the potential loss which the Fund may incur with respect to holding those instruments is limited to the amount paid for them 1 ; their liquidity does not compromise the ability of the Fund to comply with Regulation 104(1); reliable valuation is available for them as follows: (i) in the case of securities admitted to or dealt in on a regulated market as referred to in subparagraphs (a) to (d) of Regulation 68(1), in the form of accurate, reliable and regular prices which are either market prices or prices made available by valuation systems independent from issuers; 1 A partly paid security must not expose the Fund to loss beyond the amount to be paid for it. M

15 (ii) in the case of other securities as referred to in Regulation 68(2)(a), in the form of a valuation on a periodic basis which is derived from information from the issuer of the security or from competent investment research; (d) appropriate information is available for them as follows: (i) (ii) in the case of securities admitted to or dealt in on a regulated market as referred to in subparagraphs (a) to (d) of Regulation 68(1), in the form of regular, accurate and comprehensive information to the market on the security or, where relevant, on the portfolio of the security; in the case of other securities as referred to in Regulation 68(2)(a), in the form of regular and accurate information to the Fund on the security or, where relevant, on the portfolio of the security; (e) (f) (g) they are negotiable; their acquisition is consistent with the investment objectives or the investment policy, or both, of the Fund; their risks and their contribution to the overall risk profile of the portfolio are adequately captured by the risk management process of the Fund which must be assessed on an on-going basis. For the purposes of subparagraphs (b) and (e), and unless there is information available to the Fund that would lead to a different determination, financial instruments which are admitted or dealt in on a regulated market in accordance with Regulation 68(1)(a), (b) or (c) shall be presumed not to compromise the ability of the Fund to comply with Regulation 104(1) and shall also be presumed to be negotiable. For the purposes of subparagraph (b) above, where information is available to the Fund that would lead it to determine that a transferable security could compromise the ability of the Fund to comply with Regulation 104(1), the Fund must assess its liquidity risk. The liquidity risk is a factor that the Fund must consider when investing in any financial instrument in order to be compliant with the portfolio liquidity requirement to the extent required by Regulation 104(1). In taking this prudent approach, the following are examples of the matters a Fund may need to consider: - the volume and turnover in the transferable security; - if price is determined by supply and demand in the market, the issue size, and the portion of the issue that the asset manager plans to buy; also evaluation of the opportunity and timeframe to buy or sell; M

16 - where necessary, an independent analysis of bid and offer prices over a period of time may indicate the relative liquidity and marketability of the instrument, as may the comparability of available prices; - in assessing the quality of secondary market activity in a transferable security, analysis of the quality and number of intermediaries and market makers dealing in the transferable security concerned should be considered. In the case of transferable securities which are not admitted to trading on a regulated market as defined in Regulation 68(1)(a) to (d), liquidity cannot automatically be presumed. The Fund will therefore need to assess the liquidity of such securities where this is necessary to meet the requirements of Regulation 104(1). If the security is assessed as insufficiently liquid to meet foreseeable redemption requests, the security must only be bought or held if there are sufficiently liquid securities in the portfolio so as to be able to meet the requirements of Regulation 104(1). In the case of transferable securities which are not admitted to trading on a regulated market as defined in Regulation 68(1)(a) to (d) negotiability cannot automatically be presumed. The Fund must assess the negotiability of securities held in the portfolio, with a view to ensuring compliance with the requirements of Regulation 104(1). 2.1 Closed Ended Funds Transferable securities include: (a) Units in closed end funds, constituted as investment companies or as unit trusts, which fulfil the following criteria: (i) they fulfil the criteria set out in paragraph 1; (ii) (iii) they are subject to corporate governance mechanisms applied to companies; where asset management activity is carried out by another entity on behalf of the closed end fund, that entity is subject to national regulation for the purpose of investor protection; (b) units in closed end funds constituted under the law of contract which fulfil the following criteria: (i) they fulfil the criteria set out in paragraph 1; (ii) they are subject to corporate governance mechanisms equivalent to those applied to companies as referred to in subparagraph 2.1 (a)(ii); M

17 (iii) they are managed by an entity which is subject to national regulation for the purpose of investor protection; In assessing whether the corporate governance mechanisms for closed ended funds in contractual form are equivalent to investment companies, the following factors are indicators which can be used as a guidance: Unit holders' rights. The contract on which the fund is based should provide for: (i) (ii) (iii) right to vote of the unit holders in the essential decision making; processes of the fund (including appointment and removal of asset management company, amendment to the contract which set up the fund, modification of investment policy, merger, liquidation); right to control the investment policy of the fund through appropriate mechanisms. The assets of the fund should be separate and distinct from that of the asset manager and the fund must be subject to liquidation rules adequately protecting the unit holders. A Fund may not make investment in closed ended funds for the purposes of circumventing the investment limits set out in the Regulations. 2.2 Structured Financial Instruments Transferable securities include financial instruments which: (a) fulfil the criteria set out in paragraph 1; (b) are backed by, or linked to the performance of, other assets, which may differ from those referred to in Regulation 68(1); provided that where a financial instrument covered by this subparagraph contains an embedded derivative component as referred Regulation 69(4)(c) and 69(5), the requirements of Regulations 69(1), (2), (4) and (6) shall apply to that component. 3 Money Market Instruments This term means instruments normally dealt in on the money market which are liquid, and have a value which can be accurately determined at any time. These shall be understood by a reference to the following paragraphs: (a) (b) financial instruments which are admitted to trading or dealt in on a regulated market in accordance with subparagraphs (a), (b) and (c) of Regulation 68(1); financial instruments which are not admitted to trading. M

18 3.1 The reference to money market instruments as instruments normally dealt in on the money market shall be understood as a reference to financial instruments which fulfil one of the following criteria: (a) (b) (c) (d) they have a maturity at issuance of up to and including 397 days; they have a residual maturity of up to and including 397 days; they undergo regular yield adjustments in line with money market conditions at least every 397 days; their risk profile, including credit and interest rate risks, corresponds to that of financial instruments which have a maturity as referred to in subparagraphs (a) or (b), or are subject to a yield adjustment as referred to in subparagraph (c). 3.2 The reference to money market instruments as instruments which are liquid shall be understood as a reference to financial instruments which can be sold at limited cost in an adequately short time frame, taking into account the obligation of the Fund to repurchase or redeem its units at the request of any unit holder. When assessing the liquidity of a money market instrument, the following cumulative factors have to be taken into account: At the instrument level: (i) (ii) (iii) (iv) frequency of trades and quotes for the instrument in question; number of dealers willing to purchase and sell the instrument, willingness of the dealers to make a market in the instrument in question, nature of market place trades (times needed to sell the instrument, method for soliciting offers and mechanics of transfer); size of issuance/program; possibility to repurchase, redeem or sell the money market instrument in a short period (e.g. seven business days), at limited cost, in terms of low fees and bid/offer prices and with very short settlement delay; At the Fund level, the following relevant factors should be considered in order to ensure that any individual money market instrument would not affect the liquidity of the Fund at the Fund level: (i) (ii) unit holder structure and concentration of unit holders of the Fund; purpose of funding of unit holders; M

19 (iii) (iv) quality of information on the fund's cash flow patterns; prospectuses guidelines on limiting withdrawals. The fact that some of these conditions are not fulfilled does not automatically imply that the financial instruments should be considered as non-liquid. These elements must ensure that Fund will have sufficient planning in the structuring of the portfolio and in foreseeing cash flows in order to match anticipated cash flows with the selling of appropriately liquid instruments in the portfolio to meet those demands. 3.3 The reference to money market instruments as instruments which have a value which can be accurately determined at any time shall be understood as a reference to financial instruments for which accurate and reliable valuations systems, which fulfil the following criteria, are available: (a) (b) they enable the Fund to calculate a net asset value in accordance with the value at which the financial instrument held in the portfolio could be exchanged between knowledgeable willing parties in an arm s length transaction; they are based either on market data or on valuation models including systems based on amortised costs. With respect to the criterion "value which can be accurately determined at any time", if the Fund considers that an amortization method can be used to assess the value of a money market instrument, it must ensure that this will not result in a material discrepancy between the value of the money market instrument and the value calculated according to the amortization method as set out in the Central Bank Notice 17- Money Market Funds. 3.4 The criteria referred to in paragraphs 3.2 and 3.3 shall be presumed to be fulfilled in the case of financial instruments which are normally dealt in on the money market and which are admitted to, or dealt in on, a regulated market in accordance with subparagraphs (a), (b) or (c) of Regulation 68(1), unless there is information available to the Fund that would lead to a different determination. Where the presumption of "liquidity" and "accurate valuation" cannot be relied upon, the money market instrument should be subject to an appropriate assessment by the Fund. 3.5 The reference in subparagraph (h) of Regulation 68(1) to money market instruments, other than those dealt in on a regulated market, provided that the issue or the issuer is itself regulated for the purpose of protecting investors and savings, shall be understood as a reference to financial instruments which fulfil the following criteria: (a) they fulfil one of the criteria set out in paragraph 3.1 and all the criteria set out in paragraphs 3.2 and 3.3; M

20 (b) (c) appropriate information is available for them, including information which allows an appropriate assessment of the credit risks related to the investment in such instruments, taking into account paragraphs 3.6, 3.7 and 3.8 of this definition; they are freely transferable. 3.6 For money market instruments covered by sub-paragraphs (h)(ii) and (h)(iv) of Regulation 68(1) or for those which are issued by a local or regional authority of a Member State or by a public international body but are not guaranteed by a Member State or, in the case of a federal State which is a Member State, by one of the members making up the federation, appropriate information as referred to in paragraph 3.5 (b) shall consist in the following: (a) (b) (c) (d) information on both the issue or the issuance programme and the legal and financial situation of the issuer prior to the issue of the money market instrument; updates of the information referred to in subparagraph (a) on an annual basis and whenever a significant event occurs the information referred to in subparagraph (a) verified by appropriately qualified third parties not subject to instructions from the issuer. Such third parties should specialise in the verification of legal or financial documentation and be composed of persons meeting professional standards of integrity; available and reliable statistics on the issue or the issuance programme. 3.7 For money market instruments covered by subparagraph (h)(iii) of Regulation 68(1), appropriate information as referred to in paragraph 3.5(b) shall consist of the following: (a) (b) (c) information on the issue or the issuance programme or on the legal and financial situation of the issuer prior to the issue of the money market instrument; updates of the information referred to in subparagraph (a) on a regular basis and whenever a significant event occurs; available and reliable statistics on the issue or the issuance programme or other data enabling an appropriate assessment of the credit risks related to the investment in such instruments. 3.8 For all money market instruments covered by subparagraph (h)(i) of Regulation 68(1), except those referred to in paragraph 3.6 of this definition and those issued by the European Central Bank or by a central bank from a Member State, appropriate information as referred to in paragraph 3.5(b) shall consist of M

21 information on the issue or the issuance programme or on the legal and financial situation of the issuer prior to the issue of the money market instrument. 3.9 The reference in subparagraph (h)(iii) of Regulation 68(1) to an establishment which is subject to and complies with prudential rules considered by the Central Bank to be at least as stringent as those laid down in a Community Act shall be understood as a reference to an issuer which is subject to and complies with prudential rules and fulfils one of the following criteria: (a) (b) (c) (d) it is located in the European Economic Area; it is located in the OECD countries belonging to the Group of Ten; it has at least investment grade rating; it can be demonstrated on the basis of an in-depth analysis of the issuer that the prudential rules applicable to that issuer are at least as stringent as those laid down in a Community Act The reference in subparagraph (h)(iv) of Regulation 68(1) to securitisation vehicles shall be understood as a reference to structures, whether in corporate, trust or contractual form, set up for the purpose of securitisation operations The reference in subparagraph (h)(iv) of Regulation 68(1) to banking liquidity lines shall be understood as a reference to banking facilities secured by a financial institution which itself complies with the subparagraph (h)(iii) of Regulation 68(1). 4 Investment Restrictions 4.1 Each Fund may invest no more than 10% of net assets in transferable securities and money market instruments other than those referred to in paragraph Each Fund may invest no more than 10% of net assets in recently issued transferable securities which will be admitted to official listing on a stock exchange or other market (as described in paragraph 1.1) within a year. This restriction will not apply in relation to investment by each Fund in certain US securities known as Rule 144A securities provided that: - the securities are issued with an undertaking to register with the US Securities and Exchanges Commission within one year of issue; and - the securities are not illiquid securities i.e. they may be realised by each Fund within seven days at the price, or approximately at the price, at which they are valued by the Fund. 4.3 Each Fund may invest no more than 10% of net assets in transferable securities or money market instruments issued by the same body provided that the total M

22 value of transferable securities and money market instruments held in the issuing bodies in each of which it invests more than 5% is less than 40%. 4.4 Subject to the prior approval of the Central Bank the limit of 10% in 4.3 is raised to 25%, in the case of bonds that are issued by a credit institution which has its registered office in a Member State and is subject by law to special public supervision designed to protect bond-holders. If a Fund invests more than 5% of its net assets in these bonds issued by one issuer, the total value of these investments may not exceed 80% of the net asset value of the Fund. 4.5 The limit of 10% in 4.3 is raised to 35% if the transferable securities or money market instruments are issued or guaranteed by a Member State or its local authorities or by a non-member State or public international body of which one or more Member States are members. 4.6 The transferable securities and money market instruments referred to in 4.4 and 4.5 shall not be taken into account for the purpose of applying the limit of 40% referred to in Each Fund may not invest more than 20% of net assets in deposits made with the same credit institution. Deposits with any one credit institution, other than: - a credit institution authorised in the EEA (European Union Member States, Norway, Iceland, Liechtenstein); - a credit institution authorised within a signatory state (other than an EEA Member State) to the Basle Capital Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States); or - a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand held as ancillary liquidity, must not exceed 10% of net assets. This limit may be raised to 20% in the case of deposits made with the Custodian. 4.8 The risk exposure of each Fund to a counterparty in an over the counter (OTC) derivative transaction may not exceed 5% of net assets. This limit is raised to 10% in the case of a credit institution authorised in the EEA; a credit institution authorised within a signatory state (other than an EEA Member State) to the Basle Capital Convergence Agreement of July 1988; or a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand. 4.9 Notwithstanding paragraphs 4.3, 4.7 and 4.8 above, a combination of two or more of the following issued by, or made or undertaken with, the same body may not exceed 20% of net assets: M

23 - investments in transferable securities or money market instruments; - deposits, and/or - counterparty risk exposures arising from OTC derivatives transactions The limits referred to in 4.3, 4.4, 4.5, 4.7, 4.8 and 4.9 above may not be combined, so that exposure to a single body shall not exceed 35% of net assets Group companies are regarded as a single issuer for the purposes of 4.3, 4.4, 4.5, 4.7, 4.8 and 4.9. However, a limit of 20% of net assets may be applied to investment in transferable securities and money market instruments within the same group Each Fund may invest up to 100 per cent of its net assets in transferable securities or money market instruments issued or guaranteed by any Member State, local authority of a Member State or by an OECD member country (provided they are investment grade), Japan, Canada, New Zealand, Australia, Norway, United States of America, Switzerland, European Union, European Investment Bank, Euratom, Eurofima, Council of Europe, The Asian Development Bank, Inter-American Development Bank, European Bank for Reconstruction and Development, International Bank for Reconstruction and Development (the World Bank), African Development Bank, International Finance Corporation, International Monetary Fund, Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae) provided further that the relevant Fund holds securities from at least six different issues and that securities from any one issue may not account for more than 30% of its net assets. 5 Investment in Collective Investment Schemes 5.1 A Fund may not invest more than 20% of net assets in open-ended collective investment schemes (CIS). 5.2 When a Fund invests in the units of other CIS that are managed, directly or by delegation, by the UCITS Management Company or by any other company with which the UCITS Management Company is linked by common management or control, or by a substantial direct or indirect holding, that management company or other company may not charge subscription, conversion or redemption fees on account of that Fund s investment in the units of such other CIS. 5.3 A Fund may not invest in any other Fund of the Company: without prior notification to the Central Bank; if that other Fund itself holds Shares in other Funds of the Company; M

24 5.3.3 if that other Fund itself charges the investing Fund an annual management fee in respect of that investment. 5.4 Where a commission (including a rebated commission) is received by the Investment Manager by virtue of an investment in the units of another CIS, this commission must be paid into the property of the Fund. 6 Index Tracking Funds 6.1 A Fund may invest up to 20% of net assets in shares and/or debt securities issued by the same body where the investment policy of the Fund is to replicate an index which satisfies the criteria set out in the UCITS Notices and is recognised by the Central Bank. 6.2 The limit in 6.1 above may be raised to 35%, and applied to a single issuer, where this is justified by exceptional market conditions. 7 General Provisions 7.1 The Company or management company acting in connection with all the CIS it manages may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body. 7.2 Each Fund may acquire no more than: (i) (ii) (iii) (iv) 10% of the non-voting shares of any single issuing body; 10% of the debt securities of any single issuing body; 25% of the units of any single CIS; 10% of the money market instruments of any single issuing body. NOTE: The limits laid down in (ii), (iii) and (iv) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the money market instruments, or the net amount of the securities in issue cannot be calculated and 7.2 shall not be applicable to: (i) (ii) transferable securities and money market instruments issued or guaranteed by a Member State or its local authorities; transferable securities and money market instruments issued or guaranteed by a non-member State; (iii) M transferable securities and money market instruments issued by public

25 international bodies of which one or more Member States are members; (iv) (v) shares held by each Fund in the capital of a company incorporated in a non-member State which invests its assets mainly in the securities of issuing bodies having their registered offices in that State, where under the legislation of that State such a holding represents the only way in which each Fund can invest in the securities of issuing bodies of that State. This waiver is applicable only if in its investment policies the company from the non-member State complies with the limits laid down in 4.3 to 4.11, 5.1, 5.2, 7.1, 7.2, 7.4, 7.5 and 7.6, and provided that where these limits are exceeded, 7.5 and 7.6 are observed; shares held by a Fund in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at Shareholder s request exclusively on their behalf. 7.4 A Fund need not comply with the investment restrictions herein when exercising subscription rights attaching to transferable securities or money market instruments which form part of their assets. 7.5 The Central Bank may allow recently authorised Funds to derogate from the provisions of 4.3 to 4.12, 5.1, 5.2, 6.1 and 6.2 for six months following the date of their authorisation, provided they observe the principle of risk spreading. 7.6 If the limits laid down herein are exceeded for reasons beyond the control of a Fund, or as a result of the exercise of subscription rights, the Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of its shareholders. 7.7 A Fund may not carry out uncovered sales of: - transferable securities; - money market instruments; - units of CIS; or - financial derivative instruments (FDIs). 7.8 A Fund may hold ancillary liquid assets 8 Financial Derivative Instruments 8.1 A Fund may invest in FDIs dealt in over the counter (OTC) provided that provided that the counterparties to the OTC transactions are institutions subject to prudential supervision and belonging to categories approved by the Central Bank M

26 8.2 Position exposure to the underlying assets of FDI including embedded FDI in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, may not exceed the investment limits set out in the Central Bank Notices. (This provision does not apply in the case of index based FDI provided the underlying index is one which meets with the criteria set out in the Central Bank s Guidance Note 03/03). 8.3 Each Fund s global exposure (as prescribed in the Central Bank Notices) relating to FDI must not exceed its total net asset value. 8.4 Investment in FDIs is subject to the conditions and limits laid down by the Central Bank. It is intended that each Fund should have the power to avail of any change in the law, Regulations or guidelines which would permit investment in assets and securities on a wider basis in accordance with the requirements of the Central Bank. The Company will not amend such investment restrictions except in accordance with the requirements of the Central Bank and of the Irish Stock Exchange for as long as the Shares are listed on the Irish Stock Exchange. Use of Financial Derivative Instruments Details of the policies in respect of the use of FDIs for each Fund, if any, will be set forth in the relevant Supplement. Efficient Portfolio Management Details of the techniques and instruments which may be used by each Fund for efficient portfolio management purposes if any, will be set forth in the relevant Supplement. Collateral Policy 1. Permitted Types of Collateral 1.1 Non-Cash Collateral Non-cash collateral for Funds authorised on or after 18 February 2013 must at all times meet with the following requirements: (i) Liquidity: Non-cash collateral should be highly liquid and traded on a regulated market or multilateral trading facility with transparent pricing in order that it can be sold quickly at a price that is close to pre-sale valuation. Collateral received should also comply with the provisions of Regulation 74 of the Regulations; M

27 (ii) (iii) (iv) (v) (vi) (vii) Valuation: Collateral must be capable of being valued on at least a daily basis and assets that exhibit high price volatility should not be accepted as collateral unless suitably conservative haircuts are in place; Issuer credit quality: Collateral received should be of high quality; Correlation: Collateral received should be issued by an entity that is independent from the counterparty and is not expected to display a high correlation with the performance of the counterparty; Diversification (asset concentration): Collateral should be sufficiently diversified in terms of country, markets and issuers with a maximum exposure to a given issuer of 20% of the Net Asset Value. When Funds are exposed to different counterparties, the different baskets of collateral should be aggregated to calculate the 20% limit of exposure to a single issuer; Immediately available: Collateral received should be capable of being fully enforced by the Company at any time without reference to or approval from the relevant counterparty; and Non-cash collateral received cannot be sold, pledged or reinvested by the Company Non-cash collateral for Funds authorised prior to 18 February 2013 must at all times, meet with the following requirements: (i) (ii) (iii) (iv) (v) (vi) Liquidity: Collateral must be sufficiently liquid in order that it can be sold quickly at a robust price that is close to its pre-sale valuation; Valuation: Collateral must be capable of being valued on a daily basis and must be marked to market daily; Issuer credit quality: Where the collateral issuer is not rated A1 or equivalent, conservative haircuts must be applied; Non-cash collateral received must be issued by an entity independent of the counterparty; Non-cash collateral received must be diversified to avoid concentration in one issue, sector or country; Non-cash collateral received must be immediately available to the Company without recourse to the counterparty, in the event of default by that entity; (vii) M Non-cash collateral received cannot be sold, pledged or reinvested by

28 the Company; (viii) Non-cash collateral received must be held at the risk of the counterparty; and (ix) Non-cash collateral received must equal or exceed, in value, at all times, the value of the amount invested or securities loaned. As and from 18 February 2014, the requirements set out in above apply to Funds authorised prior to 18 February Cash collateral Reinvestment of cash collateral must at all times, meet with the following requirements: (i) Cash received as collateral may only be invested in the following: (a) (b) (c) (d) deposits with an EU credit institution, a bank authorised in the remaining Member States of the European Economic Area (EEA) (Norway, Iceland, Liechtenstein), a bank authorised by a signatory state, other than an EU Member State or a Member State of EEA, to the Basle Capital Convergence Agreement of July 1988 (Switzerland, Canada, Japan, United States) or a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand; high quality government bonds; reverse repurchase agreements provided the transactions are with credit institutions subject to prudential supervision and the Company is able to recall at any time the full amount of cash on an accrued basis; short-term money market funds as defined in the ESMA Guidelines on a Common Definition of European Money Market Funds (ref CESR/10-049); (ii) (iii) meet the requirements in section 1.1.1(v) above, where applicable; Invested cash collateral may not be placed on deposit with the counterparty or a related entity. Please see the section entitled "Risk Factors" below for details of the risks involved in entering into repurchase agreements and stock lending agreements. 2. Level of collateral required M

29 The level of collateral required across all efficient portfolio management techniques or OTC derivatives will be at least 100% of the exposure to the relevant counterparty. This will be achieved by applying the haircut policy set out below. 3. Haircut policy While the Investment Manager will only accept non-cash collateral which does not exhibit high price volatility, the non-cash collateral received on behalf of the Funds will typically be valued at between 90% and 99% of the relevant Fund's exposure to the counterparty. The valuation percentage will depend on factors such as liquidity, price volatility, issuer credit quality and remaining maturity and will take into account the results of stress tests performed by the Investment Manager. 4. Operational costs/fees Where relevant, all revenues from efficient portfolio management techniques, net of direct and indirect operational costs, will be returned to the relevant Fund. These direct and indirect operational costs will not include hidden revenue. Borrowing and Lending Powers The Company may borrow up to 10% of a Fund's net assets at any time for the account of any Fund and the Custodian may charge the assets of such Fund as security for any such borrowing, provided that such borrowing is only for temporary purposes in accordance with the Regulations. Any particular borrowing restrictions for a Fund will appear in the relevant Supplement for that Fund. Without prejudice to the powers of the Company to invest in transferable securities, the Company may not lend to, or act as guarantor on behalf of, third parties. A Fund may acquire debt securities and securities which are not fully paid. Risk Factors General Risks: The investments of a Fund in securities are subject to normal market fluctuations and other risks inherent in investing in securities. The value of investments and the income from them, and therefore the value of, and income from, Shares relating to each Fund can go down as well as up and an investor may not get back the amount s/he invests. Changes in exchange rates between currencies or the conversion from one currency to another may also cause the value of investments to diminish or increase. While the provisions of the Acts provide for segregated liability between Funds, these provisions have yet to be tested in foreign courts, in particular in satisfying local creditors claims. Accordingly, it is not free from doubt that the assets of any Fund of the Company may not be exposed to the liabilities of other Funds of the Company. As at the date of this Prospectus, the Directors are not aware, of any existing or contingent liability of any Fund of the Company, M

30 Each Fund is a segregated portfolio of assets and will accordingly bear its own liabilities and will be solely liable to third parties for all of the liabilities of the Fund. Selection Risk: The Company and the Investment Adviser will not have control over the activities of any company or collective investment scheme invested in by a Fund. Managers of collective investment schemes and companies in which a Fund may invest may take undesirable tax positions, employ excessive leverage, or otherwise manage the collective investment schemes or be managed in a manner not anticipated by the Investment Adviser. Taxation Risk: The income and gains of a Fund from its assets may suffer withholding tax which may not be reclaimable in the countries where such income and gains arise. If this position changes in the future and the application of a lower rate results in a repayment to the Fund, the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of repayment. Unquoted Securities Risk A Fund may invest in unquoted securities which will be valued at their probable realisation value in the manner described below. Estimates of the fair value of such securities are inherently difficult to establish and are the subject of substantial uncertainty. The Investment Adviser may be consulted with respect to the valuation of unlisted securities. There is an inherent conflict of interest between the involvement of the Investment Adviser in determining the value of a Fund s investments and the Investment Adviser s other responsibilities. Repurchase & Reverse Repurchase Agreement Risks: Subject to the Regulations, a Fund may enter into repurchase agreements. If the other party to a repurchase agreement should default, the Fund might suffer a loss to the extent that the proceeds from the sale of the underlying securities and other collateral held by the Fund in connection with the refuted repurchase agreement are less than the repurchase price. In addition, in the event of bankruptcy or similar proceedings of the other party to the repurchase agreement or its failure to repurchase the securities as agreed, the Fund could suffer losses, including loss of interest on or principal of the security and costs associated with delay and enforcement of the repurchase agreement. A bankruptcy court may determine that the securities do not belong to the Fund and order that the securities be sold to pay off the seller s debt. Where a Fund enters into stocklending arrangements there are risks in the exposure to market movements if recourse has to be had to collateral, or if there is fraud or negligence on the part of the Custodian, the Investment Advisor or the lending agent. In addition there is an operational risk associated with marking to market daily valuations and there are the potential stability risks of providers of collateral. The principal risk in such stocklending arrangements is the insolvency of the borrower. In this event the Company could experience delays in recovering its securities and such event could possibly result in capital losses. M

31 Collateral Risk: The Central Bank requires that collateral received by a Fund under a stocklending arrangement or repurchase agreement be marked to market daily to ensure that the value of the collateral equals or exceeds the value of the securities loaned or the amount invested. Where due to market movements, the value of the collateral is less than the value of the loaned securities or the amount invested the Fund can call for additional collateral from the counterparty such that the value of the collateral and margin requirement is maintained. In the event there is a decline in value of the collateral, a counterparty credit risk will arise pending delivery of the additional collateral. In the normal course of events, additional collateral is delivered the following business day. A Fund may also receive collateral from a counterparty to an OTC derivative transaction in order to reduce that Fund s exposure to that counterparty to below the limits laid down by the Central Bank. The Central Bank also requires such collateral provided by an OTC derivative counterparty to be marked to market daily and a similar credit risk arises where due to market movement the value of the collateral falls and additional collateral has not yet been delivered. A Fund may, in accordance with the requirements of the Central Bank, invest cash collateral received under a stocklending arrangement, repurchase agreement or from a counterparty to an OTC derivative transaction in shares or units issued by a Qualifying Money Market Fund where any such fund is a fund managed directly or by delegation by the Investment Manager or by another company to which the Investment Manager is linked by common management or control. Any such investment may be subject to a pro rata portion of that Qualifying Money Market Fund s management fees which would be in addition to the annual investment management fees charged by the relevant Fund. No subscription, conversion or redemption charge can be made by the Qualifying Money Market Fund. Additional risk factors (if any) in respect of each Fund are set out in the relevant Supplement. The investment risks set out in this Prospectus do not purport to be an exhaustive or complete explanation of all the risks. Investors should seek professional advice before investing. Persons interested in purchasing Shares should inform themselves as to (a) the legal requirements within their own countries for the purchase of Shares (b) any foreign exchange restrictions which may be applicable, and (c) the income and other tax consequences of purchase and repurchase of Shares. Dividend Policy The dividend arrangements relating to each Fund will be decided by the Directors at the time of the creation of the relevant Fund and details are set out where applicable in the relevant Supplement. Under the Articles, the Directors are entitled to pay such dividends on any class of Shares at such times as they think appropriate and as appear to be justified out of the profits of the relevant Fund, being (i) the accumulated revenue (consisting of all revenue accrued including interest and dividends earned by the relevant Fund) less expenses and (ii) realised M

32 and unrealised capital gains on the disposal/valuation of investments and other funds less realised and unrealised accumulated capital losses of the relevant Fund. Payment of dividends may be withheld, by the Company and no interest will be payable on the amount withheld, where the relevant Shareholder has failed to produce to the Company s Administrator or Distributor such information as is required to be obtained under the AML Act and the guidance notes issued thereunder to enable the Company, to verify the identity of the Shareholder. Dividends not claimed within six years from their due date will lapse and revert to the relevant Fund. Dividends payable in cash to Shareholders will be paid by electronic transfer at the expense of the payee. The relevant Fund shall bear the cost of all dividends. Applications for Shares Under the Articles, the Directors are given authority to effect the issue of Shares of any class and to create new classes of Shares in accordance with the requirements of the Central Bank. All Shares of each class will rank pari passu unless otherwise provided when the Shares are first offered for sale. Further, the Directors have absolute discretion to accept or reject in whole or in part any application for Shares. The Directors may close some or all of the Share classes in a Fund to subscriptions from existing and/or new Shareholders if the assets attributable to a Fund are at a level, above which, as determined by the Directors, it is not in the best interests of Shareholders to accept further subscriptions - for instance where the size of the a Fund may constrain the ability of the Sub-Investment Manager to meet the investment objective of that Fund. The Director may subsequently re-open some or all of the Share classes in a Fund to further subscriptions from existing and/or new Shareholders at their discretion and the process for closing and potentially, re-opening the Share classes may be repeated thereafter as the Directors may determine from time to time. Shareholders may ascertain the closed or open status of the Share classes and if those Share classes are open to existing and/or new Shareholders by contacting the Administrator. Closing the Share classes to new subscriptions from existing and/or new Shareholders will not affect the redemption rights of Shareholders. All applicants applying for the first time for Shares in the Company must complete (or arrange to have completed under conditions approved by the Directors) the Account Opening Form and must submit the Account Opening Form to the Administrator prior to the relevant Dealing Deadline along with their instructions for the initial purchase of Shares. Such instructions for the initial purchase of Shares, and subsequent applications by existing Shareholders may be made to the Administrator by telephone, post, fax, electronically (only applies to Shareholders who have agreed to the terms and conditions of the Administrator) or by such other means, as the Company, with the consent of the Administrator, may prescribe from time to time where M

33 such means are in accordance with the requirements of the Central Bank. Telephone applications will be recorded. Account Opening Forms may be obtained from the Company or the Administrator. Account Opening Forms shall (save as determined by the Directors) be irrevocable and may be sent by facsimile at the risk of the applicant. The original of the Account Opening Form (and supporting documentation in relation to money laundering prevention checks) should be sent to the Administrator promptly. Applicants will not receive the proceeds of any repurchase of Shares until the original Account Opening Form has been received and anti-money laundering procedures have been completed. It is intended that issues of Shares will normally be made with effect from a Dealing Day in respect of applications received on or prior to the relevant Dealing Deadline subject to the duly completed Account Opening Form having been received. Dealing Days and Dealing Deadlines relating to each Fund are specified in the relevant Supplement for the Fund. If an application is received after the relevant Dealing Deadline for the relevant Dealing Day, the application shall (unless otherwise determined by the Directors and provided it is received before the relevant Valuation Point) be deemed to have been received by the following relevant Dealing Deadline. Applications sent to the Administrator in any form will be treated as definite orders. No application will be capable of withdrawal after acceptance by the Administrator. Any changes to a Shareholder's details or payment instructions will only be made on receipt of an original instruction. If payment in full in cleared funds in respect of an application has not been received by the relevant Settlement Date (as specified in the relevant Supplement for the Fund) or in the event of non-clearance, any provisional allotment of Shares made in respect of such application may be cancelled. In such circumstances the Directors may charge the applicant for any expense incurred by the Company and for any loss to the Fund arising out of such non-receipt or nonclearance. Monies returned will be at the risk and expense of the applicant. Subscription monies in respect of each Fund are payable in the relevant Base Currency by electronic transfer to the account set out in the Account Opening Form. However, the Company may accept payment in such other currencies as the Directors may agree, but such payments will be converted into the relevant Base Currency at the exchange rate available to the Administrator on the date of receipt of the subscription monies and only the net proceeds (after deducting the conversion expenses) will be applied towards payment of the subscription monies. This may result in a delay in processing the application. The Directors may in their absolute discretion, provided that they are satisfied that the investments are suitable for the relevant Fund and that no material prejudice would result to any existing Shareholders and subject to the Regulations, allot Shares of any class of a Fund against the vesting in the Fund of investments which would form part of the assets of the relevant Fund. The number of Shares of a Fund to be issued in this way shall be the number which would on the day the investments are vested in the Custodian on behalf of the Company have been issued for cash against the payment of a sum equal to the value of the investments. The value of the investments to be vested shall be calculated on such basis as the Directors M

34 may decide, but such value cannot exceed the highest amount at which they would be valued by applying the valuation methods described under the heading Issue and Repurchase Prices/Calculation of Net Asset Value/Valuation of Assets below. The Minimum Initial Subscription for Shares of a Fund that may be subscribed for by each Shareholder on initial application is set out in the relevant Supplement. Thereafter, existing Shareholders may make additional subscriptions for Shares of that Fund in the amount (if any) as set out in the relevant Supplement. Fractions of not less than 0.01 of a Share may be issued. Subscription monies representing smaller fractions of Shares will not be returned to the applicant but will be retained as part of the assets of the relevant Fund. The Account Opening Form contains certain conditions regarding the application procedure for Shares in the Company and certain indemnities in favour of the Company, the Investment Manager, the Administrator, the Custodian and the other Shareholders for any loss suffered by them as a result of an applicant or applicants acquiring or holding Shares in the Company. The method of establishing the Net Asset Value of any Fund and the Net Asset Value per Share of any class of Shares in a Fund is set out in the Articles and described herein under the heading "Issue and Repurchase Prices/Calculation of Net Asset Value/Valuation of Assets" below. Shares may not be issued or sold by the Company during any period when the calculation of the Net Asset Value of the relevant Fund is suspended in the manner described under the heading "Suspension of Calculation of Net Asset Value" below. Applicants for Shares will be notified of such suspension and, unless withdrawn, their applications will be considered as at the next Dealing Day following the ending of such suspension. Anti-Money Laundering Measures provided for in the AML Act which are aimed towards the prevention of money laundering may require detailed verification of each applicant's identity, address and source of funds and ongoing due diligence of the applicant. For example, an individual may be required to produce a duly certified copy of his/her passport or identification card together with evidence of his/her address such as a utility bill or bank statement and his/her date of birth. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), the names, occupations, dates of birth and residential and business address of the directors of the company. Depending on the circumstances of each application, a detailed verification may not be required where; (a) the application is made through a regulated financial intermediary which provides the Administrator with an appropriate letter of introduction, or (b) investment is made by a regulated credit or financial institution. These exceptions will only apply if the credit or financial institution or intermediary referred to above is located in a country which has equivalent anti money laundering legislation to that in place in Ireland. Applicants may contact the Administrator or the Distributor in order to determine whether they meet the above exceptions. M

35 The Administrator and the Distributor reserve the right to request such information as is necessary to verify the identity of an applicant. In the event of delay or failure by the applicant to produce any information required for verification purposes, the Directors may refuse to accept the application and subscription monies and return all subscription monies or compulsorily repurchase such Shareholder's Shares. Payment of dividends may be withheld and no interest will be payable on the amount withheld and payments of repurchase proceeds may be withheld and no interest will be payable on the amounts withheld where the relevant Shareholder has failed to produce to the Company s Administrator or Distributor such information as is required to be obtained under the AML Act and the guidance notes issued thereunder to enable the Company to verify the identity of the Shareholder and none of the Company, the Directors, the Investment Manager or the Administrator shall be liable to the subscriber or Shareholder where an application for Shares is not processed or Shares are compulsorily repurchased or payment of repurchase proceeds and/or dividends is delayed in such circumstances. If an application is rejected, the Administrator will return application monies or the balance thereof by telegraphic transfer in accordance with any applicable laws to the account from which it was paid at the cost and risk of the applicant. Data Protection Prospective investors should note that by completing the Account Opening Form they are providing to the Company personal information, which may constitute personal data within the meaning of the Data Protection Legislation. This data will be used for the purposes of administration, transfer agency, statistical analysis, research and disclosure to the Company, its delegates and agents. By signing the Account Opening Form, investors acknowledge that they are providing their consent to the Administrator, the Company, its delegates and its or their duly authorised agents and any of their respective related, associated or affiliated companies obtaining, holding, using, disclosing and processing the data for any one or more of the following purposes: (a) (b) (c) (d) (e) (f) To manage and administer the investor s holding in the Company and any related accounts on an on-going basis; For any other specific purposes where the investor has given specific consent; To carry out statistical analysis and market research; To comply with legal and regulatory obligations applicable to the investor and the Company; For disclosure or transfer whether in Ireland or countries outside Ireland including without limitation the United States of America, which may not have the same data protection laws as Ireland, to third parties including financial advisers, regulatory bodies, auditors, technology providers or to the Company and its delegates and its or their duly appointed agents and any of their respective related, associated or affiliated companies for the purposes specified above. For other legitimate business interests of the Company. Pursuant to Data Protection Legislation, investors have a right of access to their personal data kept by the Company and the right to amend and rectify any inaccuracies in their personal data held by the Company by making a request to the Company in writing. M

36 The Company undertakes to hold any personal information provided by investors in confidence and in accordance with Data Protection Legislation. By signing the Account Opening Form, prospective investors consent to the transfer of their personal data outside of the EEA and to the recording of telephone calls made to and received from investors by the Company, its delegates, its duly appointed agents and any of their respective related, associated or affiliated companies for record keeping, security and/or training purposes. Form of Shares and Transfer of Shares Shares will be issued in registered form. Share certificates will not be issued. Contract notes confirming ownership of Shares will be sent to all applicants within two Business Days of the Shares being issued. Shares in each Fund will be transferable by instrument in writing signed by (or, in the case of a transfer by a body corporate, signed on behalf of or sealed by) the transferor provided always that the transferee completes an Account Opening Form to the satisfaction of the Administrator and furnishes the Administrator with any documents required by it. In the case of the death of one of joint Shareholders, the survivor or survivors will be the only person or persons recognised by the Company as having any title to or interest in the Shares registered in the names of such joint Shareholders. Shares may not be transferred to a United States Person (except pursuant to an exemption available under the laws of the United States and with the approval of the Directors). Registration of any transfer may be refused by the Directors if following the transfer, either the transferor or the transferee would hold Shares having a value less than the Minimum Holding for the relevant Fund (if any) specified in the relevant Supplement. If the transferor is or is deemed to be, or is acting on behalf of, an Irish Taxable Person the Company may repurchase and cancel a sufficient portion of the transferor's Shares as will enable the Company to pay the tax payable in respect of the transfer to the Revenue Commissioners in Ireland. Repurchases of Shares Requests for the repurchase of Shares may be made to the Administrator by telephone, post, fax, electronically (only applies to Shareholders who have agreed to the terms and conditions of the Administrator) or by such other means, as the Company, with the consent of the Administrator, may prescribe from time to time where such means are in accordance with the requirements of the Central Bank. Telephone requests will be recorded. Requests received on or prior to the relevant Dealing Deadline will normally be dealt with on the relevant Dealing Day. Repurchase orders will be processed on receipt of valid instructions only where payment is made to the account of record. Any changes to a Shareholder s details or payment instructions will only be made on receipt of an original instruction. M

37 Repurchase requests received after the relevant Dealing Deadline shall (unless otherwise determined by the Directors and provided they are received before the relevant Valuation Point) be treated as having been received by the following relevant Dealing Deadline. A repurchase request will not be capable of withdrawal after submission to the Administrator, unless such withdrawal is approved by the Directors, acting in their absolute discretion. If requested, the Directors may, in their absolute discretion and subject to the prior approval of the Custodian, agree to designate additional Dealing Days and Valuation Points for the repurchase of Shares relating to any Fund. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any Fund below the Minimum Holding (if any) for that Fund, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Payment of repurchase proceeds will be made to the registered Shareholder or in favour of the joint registered Shareholders as appropriate unless the Administrator is otherwise instructed in writing by the registered Shareholder or joint registered Shareholders. When a repurchase request has been submitted by an investor who is or is deemed to be, or is acting on behalf of, an Irish Taxable Person, the Company shall deduct from the repurchase proceeds an amount which is equal to the tax payable to the Revenue Commissioners in Ireland in respect of the relevant transaction. Payments of repurchase proceeds may be withheld by the Company and no interest will be payable on the amount withheld, where the relevant Shareholder has failed to produce to the Company s Administrator or Distributor such information, as is required to be obtained under the AML Act and the guidance notes issued thereunder to enable the Company to verify the identity of the Shareholder. The amount due on repurchase of Shares will usually be paid by electronic transfer at the Shareholder s expense in the Base Currency of the relevant Fund (or in such other currency as may be approved by the Directors from time to time) by the Settlement Date for the relevant Fund and subject to receipt of completed repurchase request and any other documentation required by the Administrator. The Company is entitled to limit the number of Shares of any Fund repurchased on any Dealing Day to Shares representing not more than 10% of the Net Asset Value of that Fund on that Dealing Day. In this event, the limitation will apply pro rata so that all Shareholders wishing to have Shares of that Fund repurchased on that Dealing Day realise the same proportion of their Shares. Shares not repurchased, but which would otherwise have been repurchased, will be carried forward for repurchase on the next Dealing Day and will be dealt with in priority (on a pro rata basis) to repurchase requests received subsequently. If requests for repurchase are so carried forward, the Administrator will inform the Shareholders affected. The Articles contain special provisions with respect to a repurchase request received from a Shareholder which would result in Shares representing more than 5% of the Net Asset Value of any Fund being repurchased by the Company on any Dealing Day. In such a case, the Company may satisfy the repurchase request in whole or in part by a distribution of M

38 investments of the relevant Fund in specie, provided that such a distribution would not be prejudicial to the interests of the remaining Shareholders of that Fund. Where a Shareholder requesting such repurchase receives notice of the Company's intention to elect to satisfy the repurchase request by such a distribution of assets, the Shareholder may require that the Company, instead of transferring those assets, arrange for their sale and the payment of the net proceeds of sale to that Shareholder. The Company may repurchase all the Shares of any Fund if, at any time after the initial issue of such Shares, the Net Asset Value of the relevant Fund is less than Stg 100 million or its equivalent in the Base Currency of the relevant Fund. Exchange of Shares Shareholders will be able to apply to exchange on any Dealing Day all or part of their holding of Shares of any class (the Original Class ) for Shares of another class (such class being either in the same Fund or in a separate Fund) which are being offered at that time (the New Class ) provided that all the criteria for applying for Shares in the New Class have been met, by giving notice to the Administrator on behalf of the Company on or prior to the Dealing Deadline for the relevant Dealing Day. The Directors however may at their discretion agree to accept requests for exchange received after that time provided they are received prior to the relevant Valuation Point. The general provisions and procedures relating to repurchases will apply equally to exchanges. All exchanges will be treated as a repurchase of the Shares of the Original Class and application of the net proceeds to the purchase of Shares of the New Class, based upon the then current issue and repurchase prices of Shares in each class. The Articles allow for an exchange fee of up to 2% of the total repurchase price of the Shares of the Original Class repurchased to be charged, and the Directors reserve the right to impose such a fee within this limit as shall be set out in the relevant Supplement for each Fund. The number of Shares of the New Class to be issued will be calculated in accordance with the following formula: where: S = [R x (RP x ER)] - F SP R = the number of Shares of the Original Class to be exchanged; S = the number of Shares of the New Class to be issued; RP = the repurchase price per Share of the Original Class as at the Valuation Point for the relevant Dealing Day; ER = in the case of an exchange of Shares designated in the same Base Currency is 1. In any other case, it is the currency conversion factor determined by the Directors on or about the Valuation Point for the relevant Dealing Day as representing the effective rate of exchange applicable to the transfer of assets M

39 relating to the Original and New Classes of Shares after adjusting such rate as may be necessary to reflect the effective costs of making such transfer; SP = the issue price per Share of the New Class as at the Valuation Point for the relevant Dealing Day; and F = the exchange charge, if any payable to the Company, or as it may direct, on the exchange of Shares. Where there is an exchange of Shares, Shares of the New Class will be allotted and issued in respect of and in proportion to the Shares of the Original Class in the proportion S to R. Shares may not be exchanged for Shares of a different class during any period when the calculation of the Net Asset Value of the relevant Fund is suspended in the manner described under "Suspension of Calculation of Net Asset Value" below. Applicants for exchange of Shares will be notified of such postponement and, unless withdrawn, their applications will be considered as at the next Dealing Day following the ending of such suspension. When requesting the exchange of Shares as an initial investment in a Fund, Shareholders should ensure that the value of the Shares exchanged is equal to or exceeds the Minimum Initial Subscription for the relevant New Class specified in the relevant Supplement. In the case of an exchange of a partial holding only, the value of the remaining holding must also be at least equal to the Minimum Holding for the Original Class. Issue and Repurchase Prices / Calculation of Net Asset Value / Valuation of Assets The initial issue price for Shares of each Fund shall be the amount(s) set out in the relevant Supplement. The price at which Shares of any Fund will be issued on a Dealing Day, after the initial issue, is calculated by ascertaining the Net Asset Value of the relevant Fund (i.e. the value of the assets of the Fund having deducted the liabilities of the Fund therefrom) as at the Valuation Point for that Fund for the relevant Dealing Day. The Net Asset Value per Share of the relevant Fund is calculated by dividing the Net Asset Value of the relevant Fund, by the total number of Shares in issue in the Fund at the relevant Valuation Point and rounding the result to five decimal places. Where applicable, the Net Asset Value per Share of each class in a Fund is calculated by determining that portion of the Net Asset Value of the Fund which is attributable to the relevant class and by dividing this sum by the total number of Shares of the relevant class in issue at the relevant Valuation Point and rounding the resulting amount to five decimal places. If a Fund has more than one class of Share, additional fees may be charged against certain classes, and details of such fees will be set forth in the relevant Supplement for the Fund. This may result in the Net Asset Value per Share of each class being different. The Valuation Point for each Fund is set out in the relevant Supplement. The price at which Shares will be issued on a Dealing Day is, subject as hereinafter provided, the Net Asset Value per Share of the relevant class which is calculated in the manner described above. The Company may, in calculating the issue price, include in the issue price in respect of each Fund, for its own account, a charge sufficient to cover stamp duties and taxation (if any) M

40 in respect of the issue of Shares. The Company may also add a charge in respect of fiscal and purchase charges on investments. Applicants may also be charged a preliminary charge as specified in the relevant Supplement for the Fund. The price at which Shares will be repurchased on a Dealing Day, is subject as hereinafter provided, the Net Asset Value per Share of the relevant class which is calculated in the manner described above. The Company may, in calculating the repurchase price, deduct from the Net Asset Value per Share a charge in respect of fiscal and sales charges. Applicants may also be charged a repurchase charge as specified in the relevant Supplement for the Fund. The Company may, in calculating the repurchase price, deduct such sum as the Directors consider fair and equitable with the approval of the Custodian, in respect of repurchase requests which in order to satisfy, the relevant Fund will need to borrow, break deposits at a penalty or realise investments at a discount. The Articles provide for the method of valuation of the assets and liabilities of each Fund. In particular, the Articles provide that the amortised cost method of valuation may be used to determine the value of (i) investments with a residual maturity of fifteen months or less or (ii) floating rate investments with a residual maturity of two years or less (measured to the date on which the issuer must unconditionally repay the principal amount to the Company on foot of either maturity, put option or other repayment demand feature), where the Directors have determined that the investment has a market value that approximates its amortised cost value and the investment has an annual or shorter interval coupon/interest rate re-fix or (iii) floating rate investments which meet the conditions described in (ii) above except that they have a residual maturity of up to five years, provided that they are of high credit quality and are issued by the U.S. government, an agency or instrumentality of the U.S. government, the government of an OECD member, an agency or instrumentality of such government or by the government of a Member State or an agency or instrumentality of such government. Notwithstanding the generality of the foregoing, the Directors have resolved that the amortised cost method of valuation should only be used for assets which comply with one of the following criteria: (a) have a maturity at issuance of up to and including 397 days; (b) have a residual maturity of up to and including 397 days; (c) undergo regular yield adjustments in line with money market conditions at least every 397 days; and/or (d) the risk profile, including credit and interest rate risks, corresponds to that of financial instruments which have a maturity of up to and including 397 days or are subject to a yield adjustment at least every 397 days, provided that the money market instruments falling under (c) and (d) must also meet with the final maturity requirements of the relevant Sub-Fund s rating agency. M

41 The weighted average maturity of the portfolio must not exceed 60 days. Under the amortised cost method, a Sub- Fund's investments are valued at their acquisition cost as adjusted for amortisation of premium or accretion of discount rather than at current market value. The Administrator shall at least weekly determine the extent to which the Net Asset Value using this method of valuation deviates from the Net Asset Value which would be obtained using available market quotations. Deviations in excess of 0.1% between the market value and the amortised cost value shall be brought to the attention of the Investment Manager. Deviations in excess of 0.2% shall be brought to the attention of the Directors and the Custodian. If this deviation exceeds 0.3% of the Net Asset Value of the relevant Sub-Fund, the Administrator will review the valuation daily and the Directors shall take such corrective action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, any such dilution and shall notify the Financial Regulator in relation to any such action. Notwithstanding the generality of the foregoing, in the case of floating rate investments which fall within category (iii) above, the Directors shall utilise the market value in the event that the market value of any individual investment deviates by more than 1% from the amortised cost valuation. In the event that the amortised cost method of valuation is deemed by the Directors not to be the appropriate method of calculating the value of any investment listed or dealt in on a market then the value of such investment shall be the last traded price on the relevant market at the relevant Valuation Point. Where any investment is listed or dealt in on more than one market the Directors shall select the market which they determine provides the fairest criteria in a value for the security. In the event that the amortised cost method of valuation is deemed by the Directors not to be the appropriate method of calculating the value of any investment which is not listed or dealt in on a market or of any investment which is normally listed or dealt in on a market but in respect of which no last traded price is currently available or the current price of which does not in the opinion of the Directors represent fair market value, the value of the investment shall be the probable realisation value thereof estimated with care and in good faith by the Directors or by a competent person, in each case approved, for such purpose, by the Custodian. In determining the probable realisation value of any such investment, a certified valuation thereof provided by a competent independent person or in the absence of any independent person, the Investment Adviser, who in the each case shall have been approved for such purposes by the Custodian, shall be sufficient. Cash and other liquid assets will be valued at their face value plus interest accrued, where applicable. Forward foreign exchange contracts shall be valued by reference to the price as at the Valuation Point at which a new forward contract of the same size and maturity could be undertaken or, if unavailable, at the settlement price provided by the counterparty. The value of any exchange traded futures contracts, share price index futures contracts, options and other quoted derivatives shall be based on the settlement price as determined by the market in question as at the Valuation Point. Where the settlement price is not available the value of such contract shall be its probable realisation value which must be estimated with care and in M

42 good faith by a competent person appointed by the Directors and approved, for the purpose, by the Custodian. The value of any off-exchange derivative contracts shall be the quotation from the counterparty to such contracts at the Valuation Point and shall be valued at least daily. The valuation will be approved or verified at least weekly by a party independent of the counterparty who has been approved, for such purpose, by the Custodian. The valuation of units or shares or other similar participations in any collective investment scheme which provides for the units or shares or other similar participations therein to be redeemed at the option of the holder out of the assets of that undertaking shall be valued at the last available Net Asset Value per unit or share or other relevant participation as at the relevant Valuation Point or, if bid and offer prices are published, at the bid price. If in any case a particular value is not ascertainable as provided above, the method of valuation of the relevant investment shall be such as the Directors, with the approval of the Custodian, shall decide. Any value expressed otherwise than in the Base Currency of the relevant Fund (whether of any investment or cash) and any non-base Currency borrowing shall be converted into the Base Currency at the rate (whether official or otherwise) which the Administrator shall determine to be appropriate in the circumstances. Notwithstanding the generality of the foregoing, the Directors may with the approval of the Custodian adjust the value of any investment if taking into account currency, marketability and/or such other considerations as they may deem relevant, such as, applicable rate of interest, anticipated rate of dividend, maturity or liquidity, they consider that such adjustment is required to reflect the fair value thereof. Suspension of Calculation of Net Asset Value The Company may at any time temporarily suspend the calculation of the Net Asset Value of any Fund and the right of Shareholders to require the repurchase or exchange of Shares of any class during (i) any period when any of the principal markets or stock exchanges on which a substantial part of the investments of the relevant Fund are quoted is closed, otherwise than for ordinary holidays, or during which dealings therein are restricted or suspended; (ii) any period when, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Directors, disposal or valuation of investments of the relevant Fund is not reasonably practicable without this being seriously detrimental to the interests of Shareholders of the relevant Fund or if, in the opinion of the Directors, the Net Asset Value of the Fund cannot fairly be calculated; (iii) any breakdown in the means of communication normally employed in determining the price of any of the Fund s investments and other assets or when for any other reason the current prices on any market or stock exchange of any assets of the relevant Fund cannot be promptly and accurately ascertained; (iv) any period during which the Fund is unable to repatriate funds required for the purpose of making payments due on repurchase of Shares of any class in the Fund or during which the transfer of funds involved in the acquisition or realisation of investments or payments due on repurchase of Shares cannot, in the opinion of the Directors, be effected at M

43 normal prices or normal rates of exchange; or (v) any period where in the opinion of the Directors such suspension is justified having regard to the interests of the Fund; (vi) following the circulation to the relevant shareholders of a notice of a general meeting at which a resolution proposing to wind-up the Company or terminate the relevant Fund is to be considered. The Central Bank may also require the suspension of repurchase of Shares of any class in the interests of the Shareholders or the public. The Company will, whenever possible, take all reasonable steps to bring any period of suspension to an end as soon as possible. Shareholders who have requested issue or repurchases of Shares of any class or exchanges of Shares of one class to another will be notified of any such suspension in such manner as may be directed by the Directors and their requests will be dealt with on the first Dealing Day after the suspension is lifted. Any such suspension shall be notified immediately, and in any event within the same business day, to the Central Bank and the Irish Stock Exchange. Pricing Errors It is possible that errors may be made in the calculation of the Net Asset Value. In determining whether compensation will be payable to a Fund and/or individual shareholders as a result of such errors, the Company will have regard to the guidelines issued by the Irish Funds Industry Association to apply a materiality threshold, below which, subject to approval of the Custodian, compensation will not usually be payable. The Central Bank has not set any requirements in this regard. In this context the materiality threshold currently applied by the Company is 0.5% of Net Asset Value, which reflects, in the opinion of the Directors, general market practice at the date of this Prospectus. As such, and subject on each occasion to the approval of the Custodian, compensation will generally not be payable for errors where the effect on the Fund s Net Asset Value is below the materiality threshold. There may however be circumstances when the Directors or Custodian consider it appropriate for compensation to be paid notwithstanding that the impact of the error was below the materiality threshold. Conversely, compensation will usually be paid in relation to errors where the impact on the Fund s Net Asset Value is in excess of the materiality threshold, with any decision not to pay compensation in such circumstances requiring the approval of the Directors and also the Custodian. On providing notice to shareholders and in consultation with the Custodian, the Directors reserve the right to change the materiality threshold (should, for example, they deem general market practice to have changed). The Central Bank s approval of this Prospectus, should not be interpreted as an endorsement of what is a market practice, rather than a legislative or regulatory requirement. M

44 Charges and Expenses Details of the preliminary charge payable on subscription for Shares (if any) and/or the repurchase charge payable on repurchase of Shares (if any) and/or the exchange charge payable on the exchange of Shares (if any) are set out in respect of the Shares of each Fund in the relevant Supplement. Those Directors who are not directors, partners, officers or employees of the Investment Manager or any affiliate thereof are entitled, but have waived their right, to remuneration from the Company for their services as Directors. It is accordingly expected that in the accounting period ending 31 December 2013, directors remuneration should not exceed 75,000. The Directors will be entitled to be reimbursed for their reasonable and vouched out-of-pocket expenses incurred in discharging their duties as Directors. The Company will pay out of the assets of each Fund the fees payable to the Investment Manager and Distributor, the fees and transaction charges (which will be on normal commercial terms) of the Custodian and its reasonable and properly vouched out-of-pocket expenses including the fees of any sub-custodian appointed by it which will be on normal commercial terms, the fees of the Administrator and its reasonable and properly vouched outof-pocket expenses incurred in the proper performance of its duties, the fees as are agreed with the Company from time to time and reasonably agreed upon transaction and other charges (which will be at normal commercial rates) and other out-of-pocket expenses (plus VAT thereon, if any) of the Administrative Support Provider, the fees and expenses of the Directors (as referred to above), any fees in respect of circulating details of the Net Asset Value, stamp duties, taxes, company secretarial fees, brokerage or other expenses of acquiring and disposing of investments, the fees and expenses of the auditors, tax and legal advisers, insurance costs and fees connected with listing on the Irish Stock Exchange if a listing is sought. The fees relating to the Shares of each Fund are set out in the relevant Supplement. The costs of printing and distributing reports, accounts and any explanatory memoranda, any necessary translation fees, the costs of registering the Company for sale in any jurisdiction, the fees and expenses of any paying or information agents, the fees and expenses of any representative appointed in respect of the Company in any jurisdiction, the cost of publishing prices and any costs incurred as a result of periodic updates of the Prospectus, or of a change in law or the introduction of any new law (including any costs incurred as a result of compliance with any applicable code, whether or not having the force of law) will also be paid by the Company. The Investment Manager and the Distributor are responsible for their own out of pocket expenses. Such fees, duties and charges will be charged to the Fund in respect of which they were incurred or, where an expense is not considered by the Directors to be attributable to any one Fund, the expense will be allocated by the Directors with the approval of the Custodian, in such manner and on such basis as the Directors in their discretion deem fair and equitable. In the case of any fees or expenses of a regular or recurring nature, such as audit fees, the Directors may calculate such fees and expenses on an estimated figure for yearly or other periods in advance and accrue the same in equal proportions over any period. The cost of establishing the Company and the expenses of the initial offer of Shares in the Funds established by the Company, the preparation and printing of the Company s previous M

45 prospectuses, marketing costs, listing costs and the fees of all professionals relating thereto, which did not exceed 100,000 were borne by the Company and charged to the Funds (including at the discretion of the Directors subsequent Funds established by the Company) on such terms and in such manner as may be agreed between the Company and the Investment Manager. Soft Commissions The Investment Adviser may effect transactions by or through the agency of another person with whom the Investment Adviser, and any entity related to the Investment Adviser, has arrangements under which that party will, from time to time, provide or procure for the Investment Adviser, or any party related to the Investment Adviser, goods, services or other benefits, such as research and advisory services, computer hardware associated with specialised software or research measures and performance measures etc., the nature of which is such that their provision will be to the benefit a Fund and may contribute to an improvement in the performance of a Fund and of the Investment Adviser, or any entity related to the Investment Adviser, in providing services to a Fund and for which no direct payment is made but instead the Investment Adviser, and any entity related to the Investment Adviser, undertake to place business with that party. For the avoidance of doubt, such goods and services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employees' salaries or direct money payments. Any such arrangements shall provide for best execution, the benefits of such must be those which assist in the provision of investment services to the Company and a report thereon will be included in the Company's annual and half-yearly reports. It is not however currently intended that any soft commission arrangements will be made in respect of the Company. Company Transactions and Conflicts of Interest Subject to the provisions of this section, the Investment Manager, the Investment Adviser, the Administrative Support Provider, the Administrator, the Custodian, any Shareholder, and any of their respective subsidiaries, affiliates, associates, agents or delegates (each a "Connected Person"), may contract or enter into any financial, banking or other transaction with one another or with the Company, including without limitation, investment by the Company in securities of a Shareholder, or investment by any Connected Persons in any company or body any of whose investments form part of the assets comprised in any Fund or be interested in any such contract or transactions. In particular, without limitation, any Connected Person may invest in and deal with Shares relating to any Fund or any property of the kind included in the property of the Fund for their respective individual accounts or for the account of someone else. In addition, any cash of the Company may be deposited, subject to the provisions of the Central Bank Acts, 1942 to 2012, with any Connected Person or invested in certificates of deposit or banking instruments issued by any Connected Person. Banking and similar transactions may also be undertaken with or through a Connected Person. M

46 Any Connected Person may also deal as agent or principal in the sale or purchase of securities and other investments to or from the Company through the Custodian or any subsidiary, affiliate, associate, agent or delegate thereof. There will be no obligation on the part of any such Connected Person to account to Shareholders for any benefits so arising, and any such benefits may be retained by the relevant party, provided that such transactions are carried out as if effected on normal commercial terms negotiated at arm's length, are consistent with the best interests of Shareholders, and (a) (b) a certified valuation of such transaction by a person approved by the Custodian (or by the Directors in the case of a transaction involving the Custodian) as independent and competent has been obtained; or such transaction has been executed on best terms reasonably obtainable on an organised investment exchange under its rules; or where neither (a) nor (b) are practicable, (c) such transaction has been executed on terms which the Custodian is (or in the case of any such transaction entered into by the Custodian, the Directors are) satisfied conform with the principle that such transactions be carried out as if effected on normal commercial terms negotiated at arm s length. The Investment Manager and Investment Adviser may also, in the course of their respective businesses, have potential conflicts of interest with the Company in circumstances other than those referred to above. Each of the Investment Manager and the Investment Adviser will, however, have regard in such event to its obligations under the Investment Management Agreement and the Investment Advisory Agreement respectively and, in particular, to its obligations to act in the best interests of the Company and the Shareholders so far as practicable, having regard to its obligations to other clients when undertaking any investments where conflicts of interest may arise. In the event that a conflict of interest does arise the Directors will endeavour to ensure that such conflicts are resolved fairly, and that investment opportunities are allocated fairly. The Directors may act as directors of other collective investment vehicles. Taxation General The following statements are by way of a general guide to potential investors and Shareholders only and do not constitute tax advice. Shareholders and potential investors are therefore advised to consult their professional advisers concerning possible taxation or other consequences of purchasing, holding, selling or otherwise disposing of the Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile. Shareholders and potential investors should note that the following statements on taxation are based on advice received by the Directors regarding the law and practice in force in the M

47 relevant jurisdiction at the date of this document and proposed regulations and legislation in draft form. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment is made in the Company will endure indefinitely. Irish Taxation Tax on income and capital gains The Company The Company will only be subject to tax on chargeable events in respect of Shareholders who are Irish Taxable Persons (generally persons who are Resident or Ordinarily Resident in Ireland for tax purposes - see Definitions section for more details). A chargeable event occurs on: (i) a payment of any kind to a Shareholder by the Company; (ii) a transfer of Shares; and (iii) on the eighth anniversary of a Shareholder acquiring Shares and every subsequent eighth anniversary but does not include any transaction in relation to Shares held in a clearing system recognised by the Irish Revenue Commissioners, certain transfers arising as a result of an amalgamation or reconstruction of fund vehicles and certain transfers between spouses or former spouses. If a Shareholder is not an Irish Taxable Person at the time a chargeable event arises no Irish tax will be payable on that chargeable event in respect of that Shareholder. Where tax is payable on a chargeable event, subject to the comment below, it is a liability of the Company which is recoverable by deduction or, in the case of a transfer and on the eighth year rolling chargeable event by cancellation or appropriation of Shares from the relevant Shareholders. In certain circumstances, and only after notification by the Company to a Shareholder, the tax payable on the eight year rolling chargeable event can at the election of the Company become a liability of the Shareholder rather than the Company. In such circumstances the Shareholder must file an Irish tax return and pay the appropriate tax (at the rate set out below) to the Irish Revenue Commissioners. In the absence of the appropriate declaration being received by the Company that a Shareholder is not an Irish Taxable Person or if the Company has information that would reasonably suggest that a declaration is incorrect, and in the absence of written notice of approval from the Irish Revenue Commissioners to the effect that the requirement to have been provided with such declaration is deemed to have been complied with (or following the withdrawal of, or failure to meet any condition attaching to such approval) the Company will be obliged to pay tax on the occasion of a chargeable event (even if, in fact, the Shareholder is neither Resident or Ordinarily Resident in Ireland). Where the chargeable event is an income distribution tax will be deducted at the rate of 33%, or at the rate of 25% where the Shareholder is a company and the appropriate declaration has been made, on the amount of the distribution. Where the chargeable event occurs on any other payment to a Shareholder, not M

48 being a company which has made the appropriate declaration, on a transfer of Shares and on the eight year rolling chargeable event, tax will be deducted at the rate of 36% on the increase in value of the shares since their acquisition. Tax will be deducted at the rate of 25% on such transfers where the shareholder is a company and the appropriate declaration has been made. In respect of the eight year rolling chargeable event, there is a mechanism for obtaining a refund of tax where the Shares are subsequently disposed of for a lesser value. Anti-avoidance provisions increase the 36% rate of tax to 56% if, under the terms of an investment in a Fund, the investor or certain persons associated with the investor have an ability to influence the selection of the assets of the Fund. Other than in the instances described above the Company will have no liability to Irish taxation on income or chargeable gains. Shareholders Shareholders who are neither Resident nor Ordinarily Resident in Ireland in respect of whom the appropriate declarations have been made (or in respect of whom written notice of approval from the Irish Revenue Commissioners has been obtained by the Company to the effect that the requirement to have been provided with such declaration from the Shareholder or class of Shareholders to which the Shareholder belongs is deemed to have been complied with) will not be subject to tax on any distributions from the Company or any gain arising on redemption, repurchase or transfer of their shares provided the shares are not held through a branch or agency in Ireland and the shares, if unlisted, do not derive the greater part of their value from Irish land or mineral rights. No tax will be deducted from any payments made by the Company to those Shareholders who are not Irish Taxable Persons. Shareholders who are Resident or Ordinarily Resident in Ireland or who hold their Shares through a branch or agency in Ireland may have a liability under the self-assessment system to pay tax, or further tax, on any distribution or gain arising from their holdings of Shares. In particular, where the Company has elected not to deduct tax on the occasion of the eight year rolling chargeable event, such a Shareholder will have an obligation to file a self-assessment tax return and pay the appropriate amount of tax to the Irish Revenue Commissioners. Refunds of tax where a relevant declaration could be made but was not in place at the time of a chargeable event are generally not available except in the case of certain corporate Shareholders within the charge to Irish corporation tax. Stamp duty No Irish stamp duty will be payable on the subscription, transfer or redemption of Shares provided that no application for Shares or re-purchase or redemption of Shares is satisfied by an in specie transfer of any Irish situated property. Capital acquisitions tax No Irish gift tax or inheritance tax (capital acquisitions tax) liability will arise on a gift or inheritance of Shares provided that M

49 (a) at the date of the disposition the transferor is neither domiciled nor Ordinarily Resident in Ireland and at the date of the gift or inheritance the transferee of the Shares is neither domiciled nor Ordinarily Resident in Ireland; and (b) the Shares are comprised in the disposition at the date of the gift or inheritance and the valuation date. Other tax matters The income and/or gains of a Company from its securities and assets may suffer withholding tax in the countries where such income and/or gains arise. The Company may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Ireland and such countries. If this position changes in the future and the application of a lower rate results in repayment to that Company, the net asset value of the Company will not be restated and the benefit will be allocated to the existing Shareholders rateably at the time of repayment. EU Savings Tax Directive On 3 June, 2003 the Council of the European Union (ECOFIN) adopted a directive regarding the taxation of interest income. Each Member State must implement the directive by enacting legislation that requires paying agents (within the meaning of the directive) established within its territory to provide to the relevant competent authority details of interest payments (which includes certain payments made by collective investment undertakings such as the Company) made to any individual and certain intermediate entities resident in another Member State or a territory being a dependent or associated territory of a Member State (Relevant Territory). The competent authority of the Member State of the paying agent (within the meaning of the directive) is then required to communicate this information to the competent authority of the Relevant Territory of which the beneficial owner of the interest is a resident. Austria and Luxembourg may opt instead to withhold tax from interest payments within the meaning of the directive. Belgium previously operated a withholding system but changed to the provision of information with effect from 1 January Ireland has implemented the directive into national law. Any Irish paying agent making an interest payment on behalf of a Fund to an individual, and certain residual entities defined in the TCA, resident in another Relevant Territory will have to provide details of the payment to the Irish Revenue Commissioners who in turn will provide such information to the competent authorities of the Relevant Territory of residence of the individual or residual entity concerned. Broadly speaking, for income distributions, it is only if a Fund has invested more than 15% of its assets directly or indirectly in interest bearing securities and for capital distributions it is only if a Fund has invested more than 25% of its assets directly or indirectly in interest bearing securities, that payments received from a Fund would be subject to reporting obligations. UK Taxation M

50 The following information relates to UK taxation and is applicable to the Company and to UK residents holding Shares beneficially as investments and does not apply to other categories of taxpayers such as dealers. This information does not constitute tax advice and anyone who is unsure as to his tax treatment is strongly advised to seek independent professional advice. The Company It is the intention of the Directors to conduct the affairs of the Company so that (i) its central management and control is not exercised within the UK so that it does not become resident in the UK for taxation purposes and (ii) it does not carry on a trade in the UK through a permanent establishment in the UK. On this basis the Company should not be subject to UK income or corporation tax on its income and gains other than on certain UK source income. Shareholders Treatment of income According to their personal circumstances, Shareholders resident in the United Kingdom for tax purposes will be liable to income tax or corporation tax in respect of dividend or other income distributions of the Company made to them. Dividend distributions or deemed distributions received by companies resident in the UK may fall within an exemption from UK corporation tax. In addition, distributions to non-uk companies carrying on a trade in the UK through a permanent establishment in the UK may also fall within the exemption from UK corporation tax on dividends to the extent that the shares held by that company are used by, or held for, that permanent establishment. If any Fund within the Company fails the qualifying investments test under Part 6, Chapter 3 CTA 2009 (broadly speaking this will occur if more than 60% by value of the investments of the Company are interest bearing), Shares in that Fund held by UK resident corporations will be deemed loan relationships. In this case, any Shares held in that Fund will be valued at each year end of the UK resident corporate investor and any unrealised appreciation subject to tax. Distributions will be treated as interest. If any Fund within the Company fails the qualifying investments test, under s387a ITTOIA 2005 a shareholder who is an individual will generally be chargeable to UK income tax on dividends or deemed distributions at full marginal rates as if it were interest. UK Offshore Fund rules (Reporting Fund) Shareholdings in the Company should constitute interests in an offshore fund for UK shareholders, as defined for the purposes of Part 8 of the Taxation (International and Other Provisions) Act Under the UK Offshore Fund rules, persons who are resident or ordinarily resident in the United Kingdom for taxation purposes are liable to income tax (or corporation tax on income) in respect of any gains arising on the redemption, transfer or conversion of shares, unless those M

51 shares are regarded as a reporting fund (or in prior periods a distributing fund) throughout the period during which the investor holds an interest. In order to qualify as a reporting fund the Company, in respect of each Fund or share class as appropriate, must undertake to report all income to investors within six months of the period end. UK investors will be taxed on the excess of any reported income over actual distributions received from the fund (as well as being taxed on the distributions themselves) in the period it is reported. If reporting fund certification is obtained, investors shall be subject to tax on reported income attributable to the investor in the same way as if it has been distributed. Any gain accruing to the investor upon the sale, redemption or other disposal of their interest in a reporting fund will be subsequently taxed as a capital gain, but any undistributed income relating to that interest that has been subject to tax is treated as capital expenditure for the purpose of computing the amount of the chargeable gain. It should be noted that a "disposal" for UK tax purposes might in some circumstances also include a switching of interests between classes in the Company. Once reporting fund status is obtained from HMRC for the relevant classes, it will remain in place permanently so long as the annual requirements are satisfied. It is the Directors intention that reporting fund status is obtained for the share classes of the Fund, where appropriate. We refer you to the HMRC website ( which contains an up to date list of the share classes of the Fund with reporting fund status. Under the reporting fund rules, the Company submits a one-off initial application by the later of i) the end of the first period to which reporting fund status is required; and ii) the expiry of a period of 3 months from when the interests in the Fund were made available to investors in the UK. The Company will subsequently submit an annual report to the HMRC within six months of the year end. In addition, the Company will make a report available to investors within six months of the year end, stating any amount distributed to investors, and the excess of the amount of the reporting income over any amount actually distributed, the dates of the distribution and a statement as to whether the relevant share classes within the Company remains a reporting fund. Other United Kingdom Considerations The attention of individuals ordinarily resident in the United Kingdom is drawn to the provisions of Section 714 to 751 of the Income Tax Act These contain anti-avoidance provisions dealing with the transfer of assets to overseas persons in circumstances which may render such individuals liable to taxation in respect of undistributed profits of the Company. UK resident corporate investors should be aware that if they invest into the Company, they could be subject to the UK Controlled Foreign Company (CFC) provisions. From 1 January 2013, the new CFC rules use both a pre-gateway and gateway test to specifically define where profits are being artificially diverted out of the UK. Where profits of a foreign company pass both the pre-gateway and the gateway test and are not excluded by any other exemption, M

52 entry condition or safe harbour, they will be apportioned to UK companies with a relevant interest of 25 per cent or more in the Company. This CFC charge can be reduced by a credit for any foreign tax attributable to the apportioned profits and by any UK relief which could otherwise be claimed. There are specific provisions which seek to provide relief for companies which are participants in offshore funds where there is a reasonable expectation that the 25 per cent relevant interest test will not be met. The attention of investors is drawn to the provisions at Section 13 of the Taxation of Chargeable Gains Act, 1992 (TCGA) under which, in certain circumstances, a portion of capital gains made by the Company can be attributed to an investor who holds, alone or together with associated persons, more than 10 per cent. of the Shares. In relation to individual investors these rules cannot apply to individuals who, although resident in the UK, are domiciled elsewhere. As disposals of share classes that have not held distributing fund status / reporting fund status are subject to tax as offshore income gains, the provisions of Chapter 5 SI2009/3001 (Offshore Funds (Tax) Regulations), substitute offshore income gains for any reference to chargeable gain in section 13 TCGA. The attention of United Kingdom resident and domiciled investors is also drawn to Part 13 Chapter 1 ITA 2007 under which HMRC may seek to cancel tax advantages from certain transactions in securities. Whilst the Directors do not believe this section should apply to Shareholders, no clearance under that section has been sought or obtained. Stamp Duty and Stamp Duty Reserve Tax (SDRT) The following comments are intended as a guide to the general United Kingdom stamp duty and SDRT position and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply. No United Kingdom stamp duty or SDRT will be payable on the issue of the Shares. United Kingdom stamp duty (at the rate of 0.5 per cent., rounded up where necessary to the nearest 5 of the amount of the value of the consideration for the transfer) is payable on any instrument of transfer of the Shares executed within, or in certain cases brought into, the United Kingdom. Provided that the Shares are not registered in any register of the Company kept in the United Kingdom and the Shares are not paired with any UK shares, anyagreement to transfer the Shares should not be subject to United Kingdom SDRT. Other Investors The receipt of any dividends by Shareholders and the redemption of Shares may result in a tax liability for Shareholders according to the tax regime applicable in their various countries of residence. Investors resident in or citizens of certain countries which have anti-offshore fund legislation may have a current liability for the undistributed income and gains of the Company. The Directors, the Company, any Fund and each of the Company's agents shall have no liability in respect of the individual tax affairs of investors. M

53 This information is of a general nature based on the Directors understanding of the current revenue law and practice in Ireland and the United Kingdom, and is subject to change. It applies only to persons holding Shares as investments and may not apply to certain classes of persons such as securities dealers. It should not be regarded as legal or tax advice. Investors who are in any doubt as to their tax position or who require more detailed information than the general outline above, should take appropriate advice regarding the tax liabilities arising from the acquisition, holding, redemption, sale, switching or other disposal of Shares under the law of their country of domicile, residence or citizenship. Reports and Accounts The Company s year end is 31 December in each year. The annual report and audited accounts of the Company will be stated in the Company Base Currency and shall be sent to Shareholders and the Companies Announcement Office of the Irish Stock Exchange within four months after the conclusion of each accounting year and at least 21 days before the general meeting of the Company at which they are to be submitted for approval. The Company will also send a semi-annual report and un-audited accounts to Shareholders and the Companies Announcement Office of the Irish Stock Exchange within two months after the end of each semi-annual period. Such reports and accounts will contain a statement of the Net Asset Value of each Fund and of the investments comprised therein as at the year end or the end of such semi-annual period. Notification of Prices The Net Asset Value per Share of each class in each Fund together with the dividend yield will be available from the Administrator, will be notified without delay to the Irish Stock Exchange following calculation and will be published on each time it is calculated. GENERAL INFORMATION Incorporation and Share Capital The Company was incorporated and registered in Ireland as an investment company with variable capital on 3 December 2002 with registered number The authorised share capital of the Company is 1,000,000,000,000 shares of no par value initially designated as unclassified shares. The unclassified shares are available for issue as Shares. The issue price is payable in full on acceptance. There are no rights of pre-emption attaching to the Shares in the Company. Memorandum and Articles of Association M

54 Clause 2 of the Memorandum of Association provides that the sole object of the Company is the collective investment in transferable securities and/or other liquid financial assets of capital raised from the public operating on the principle of risk-spreading in accordance with the Regulations The Articles contain provisions to the following effect: (i) (ii) (iii) (iv) Directors' Authority to Allot Shares. The Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities, including fractions thereof, up to an amount equal to the authorised but as yet unissued share capital of the Company. Variation of rights. The rights attached to any class may be varied or abrogated with the consent in writing of the holders of three-fourths in number of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one third of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the class in question or his/her proxy. Voting Rights. Subject to disenfranchisement in the event of non-compliance with any notice requiring disclosure of the beneficial ownership of shares and subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands at a general meeting or class meeting of the Company, every Shareholder holding shares who is present in person or by proxy shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote for every share of which s/he is the holder. Change in Share Capital. The Company may, from time to time, by ordinary resolution increase the share capital by such amount and/or number as the resolution may prescribe. The Company may also by ordinary resolution, consolidate and divide its share capital into shares of larger amount, subdivide its shares into shares of smaller amounts or value or cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled or redenominate the currency of any class of shares. (v) Directors' Interests. Provided that the nature and extent of his/her interest shall be disclosed as set out below, no Director or intending Director shall be disqualified by his/her office from contracting with the Company nor shall any such contract or arrangement entered into by or on behalf of any other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. M

55 The nature of a Director's interest must be declared by him/her at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after s/he became so interested. A Director shall not vote at a meeting of the Directors or a committee of the Directors on any resolution concerning a matter in which s/he has, directly or indirectly an interest which is material (other than an interest arising by virtue of his/her interest in shares or debentures or other securities or otherwise in or through the Company) or a duty which conflicts or may conflict with the interest of the Company. A Director shall not vote (or be counted in the quorum present) on any resolution in respect of his/her appointment (or the arrangement of the terms of appointment) to hold any office or place of profit with the Company. A Director shall be entitled (in the absence of some other material interest than is indicated under Directors Interests below) to vote and be counted in the quorum in respect of any resolutions concerning the following matters, namely: (a) (b) (c) (d) the giving of any security, guarantee or indemnity to him/her in respect of money lent by him/her to the Company or any of its subsidiary or associated companies or obligations incurred by him/her at the request of, or for the benefit of, the Company or any of its subsidiary or associated companies; the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries or associated companies for which s/he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; any proposal concerning any offer of shares or debentures or other securities of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer s/he is or is to be interested as a participant in the underwriting or sub-underwriting thereof; any proposal concerning any other company in which s/he is interested, directly or indirectly and whether as an officer, shareholder or otherwise howsoever. The Company by ordinary resolution may suspend or relax the provisions described above to any extent or ratify any transaction not duly authorised by reason of a contravention thereof. (vi) Borrowing Powers. Subject to the Regulations, the Directors may exercise all the powers of the Company to borrow or raise money and charge its undertaking, property and assets (both present and future) and uncalled capital or any part thereof, provided that all such borrowings shall be within the limits laid down by the Central Bank. M

56 (vii) (viii) (ix) (x) (xi) (xii) Committees. The Directors may delegate any of their powers to any committee whether or not consisting of Directors. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of the Articles of Association regulating the proceedings of Directors so far as they are capable of applying. Retirement of Directors. The Directors shall not be required to retire by rotation or by virtue of their attaining a certain age. Directors' Remuneration. Unless otherwise determined from time to time by the Company in general meeting, the ordinary remuneration of each Director shall be determined, from time to time, by resolution of the Directors. Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Directors or committees established by the Directors or general meetings or separate meetings of the holders of any class of shares of the Company or otherwise in connection with the discharge of their duties. Transfer of Shares. Subject as set out below, the shares of any Shareholder may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve. The Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share to a United States Person, any person who, by holding shares, would be in breach of any law or requirement of any country or governmental authority or might result in the Company incurring any liability to taxation or suffering pecuniary disadvantages and any transfer to or by a minor or a person of unsound mind. The Directors may decline to recognise any instrument of transfer unless it is in respect of one class of share only, is in favour of not more than four transferees and is lodged at the registered office or at such other place as the Directors may appoint. Right of Repurchase. Shareholders have the right to request the Company to repurchase their Shares in accordance with the provisions of the Articles of Association. Dividends. The Articles of Association permit the Directors to declare such dividends on any class of shares as appears to the Directors to be justified by the profits of the relevant Fund. The Directors may, satisfy any dividend due to holders of shares in whole or in part by distributing to them in specie any of the assets of the relevant Fund, and in particular any investments to which the relevant Fund is entitled. Any dividend unclaimed for six years from the date of declaration of such dividend shall be forfeited and shall revert to the relevant Fund. M

57 (xiii) Funds. The Directors are required to establish a separate portfolio of assets for each Fund created by the Company from time to time, to which the following shall apply:- (a) (b) (c) (d) (e) the proceeds from the allotment and issue of shares of each class in the Fund shall be applied to the Fund established for that purpose, and the investments and the liabilities and income and expenditure attributable thereto shall be applied to such Fund subject to the provisions of the Articles; any asset derived from any other asset(s) (whether cash or otherwise) comprised in any Fund, shall be applied in the books and records of the Company to the same Fund as the asset from which it was derived and any increase or diminution in the value of such an asset shall be applied to the relevant Fund; in the event that there are any assets of the Company which the Directors do not consider are attributable to a particular Fund or Funds, the Directors shall, with the approval of the Custodian, allocate such assets to and among any one or more of the Funds in such manner and on such basis as they, in their discretion, deem fair and equitable; and the Directors shall have the power to and may from time to time, with the approval of the Custodian, vary the basis in relation to assets previously allocated; each Fund shall be charged with the liabilities, expenses, costs, charges or reserves of the Company in respect of or attributable to that Fund and any such liabilities, expenses, costs, charges, or reserves of the Company not attributable to any particular Fund or Funds shall be allocated and charged by the Directors, with the approval of the Custodian, in such manner and on such basis as the Directors, in their sole and absolute discretion deem fair and equitable, and the Directors shall have the power to and may at any time and from time to time, with the approval of the Custodian, vary such basis including, where circumstances so permit, the re-allocation of such liabilities, expenses, costs, charges and reserves; in the event that any asset attributable to a Fund is taken in execution of a liability not attributable to that Fund, the provisions of section 256E of the Companies Act, 1990 shall apply. (xiv) Fund Exchanges Subject to the provisions of the Articles of Association, a holder holding Shares in any class in a Fund on any Dealing Day shall have the right, from time to time, to exchange all or any of such Shares for Shares of another class (such class being either an existing class or a class agreed by the Directors to be brought into existence with effect from that Dealing Day). (xv) Termination of Fund (a) any Fund may be terminated by the Directors, in their sole and absolute M

58 discretion, by notice in writing to the Custodian in any of the following events:- (i) (ii) (iii) if at any time the Net Asset Value of the relevant Fund shall be less than such amount as may be determined by the Directors in respect of that Fund; or if any Fund shall cease to be authorised or otherwise officially approved; or if any law shall be passed which renders it illegal or in the opinion of the Directors impracticable or inadvisable to continue the relevant Fund. (b) (c) the Directors shall give notice of termination of a Fund to the Shareholders in the relevant Fund and by such notice fix the date at which such termination is to take effect, which date shall be for such period after the service of such notice as the Directors shall in their sole and absolute discretion determine; with effect on and from the date as at which any Fund is to terminate or in the case of (i) below such other date as the Directors may determine:- (i) (ii) (iii) No Shares of the relevant Fund may be issued or sold by the Company; The Investment Manager shall, on the instructions of the Directors, realise all the assets then comprised in the relevant Fund (which realisation shall be carried out and completed in such manner and within such period after the termination of the relevant Fund as the Directors think advisable); The Custodian shall, on the instructions of the Directors from time to time, distribute to the Shareholders in proportion to their respective interests in the relevant Fund all net cash proceeds derived from the realisation of the relevant Fund and available for the purpose of such distribution, provided that the Custodian shall not be bound (except in the case of the final distribution) to distribute any of the monies for the time being in its hands the amount of which is insufficient to pay Stg 1 or its equivalent amount in the relevant currency in respect of each Share of the relevant Fund and provided also that the Custodian shall be entitled to retain out of any monies in its hands as part of the relevant Fund full provision for all costs, charges, expenses, claims and demands incurred, made or apprehended by the Custodian or the Directors in connection with or arising out of the termination of the relevant Fund and out of the monies so retained to be indemnified and saved harmless against any such costs, charges, expenses, claims and demands; and (iv) M Every such distribution referred to above shall be made in such manner as the Directors shall, in their sole and absolute discretion, determine but shall be made only against production of the certificates or warrants relating to the Shares of the relevant Fund if issued in respect of which

59 the same is made and upon delivery to the Custodian of such form of request for payment as the Custodian shall in its absolute discretion require. Any unclaimed proceeds or other cash held by the Custodian may, at the expiration of twelve months from the date upon which the same were payable, be paid into court subject to the right of the Custodian to deduct therefrom any expenses it may incur in making such payment; (d) the Directors shall have the power to propose and implement a reconstruction and/or amalgamation of the Company or any Fund(s) on such terms and conditions as are approved by the Directors subject to the following conditions namely: (i) (ii) that the prior approval of the Central Bank has been obtained; and that the Shareholders in the relevant Fund or Funds have been circulated with particulars of the scheme of reconstruction and/or amalgamation in a form approved by the Directors and a special resolution of the Shareholders in the relevant Fund or Funds has been passed approving the said scheme. The relevant scheme of reconstruction and/or amalgamation shall take effect upon such conditions being satisfied or upon such later date as the scheme may provide or as the Directors may determine whereupon the terms of such scheme shall be binding upon all the Shareholders and the Directors shall have the power to and shall do all such acts and things as may be necessary for the implementation thereof. (xvi) Winding up. The Articles contain provisions to the following effect: (a) (b) If the Company shall be wound up the liquidator shall, subject to the provisions of the Acts, apply the assets of each Fund in such manner and order as s/he thinks fit in satisfaction of creditors' claims relating to that Fund. The assets available for distribution amongst the holders shall be applied as follows. Firstly, the proportion of the assets in a Fund attributable to each class of share shall be distributed to the holders of shares in the relevant class in the proportion that the number of shares held by each holder bears to the total number of shares relating to each such class of shares in issue as at the date of commencement to wind up and secondly, any balance then remaining and not attributable to any of the classes of shares shall be apportioned pro-rata as between the classes of shares based on the Net Asset Value of each class of shares as at the date of commencement to wind up and the amount so apportioned to a class shall be distributed to holders pro-rata to the number of shares in that class of shares held by them. (c) A Fund may be wound-up pursuant to section 256E of the Companies Act, 1990 and in such event the winding-up provisions of the Articles shall apply mutatis M

60 mutandis in respect of that Fund. (d) If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the Central Bank of a special resolution of the relevant Shareholders and any other sanction required by the Acts divide among the holders of shares of any class or classes within a Fund in specie the whole or any part of the assets of the Company relating to that Fund, and whether or not the assets shall consist of property of a single kind, and may for such purposes set such value as s/he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between all the Shareholders of the Company or the holders of different classes of shares in a Fund. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like authority, shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no Shareholder shall be compelled to accept any assets in respect of which there is a liability. A Shareholder may request the liquidator, instead of transferring the assets in specie to it, to dispose of them and to pay the net sales proceeds instead. (xvii) Share Qualification. The Articles do not contain a share qualification for Directors. Litigation and Arbitration The Company is not involved in any litigation or arbitration nor are the Directors aware of any pending or threatened litigation or arbitration. Directors' Interests (a) (b) (c) At the date of this Prospectus, no Director has any interest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by, or issued to, the Company and save as disclosed below no Director is materially interested in any contract or arrangement subsisting at the date hereof which is unusual in its nature and conditions or significant in relation to the business of the Company. At the date of this Prospectus none of the Directors nor any Associated Person have any beneficial interest in the share capital of the Company or any options in respect of such capital. Charles Farquharson is a director of the Investment Manager and the Investment Adviser. Paul Dellar is an employee of the Investment Adviser Material Contracts M

61 The following contracts have been entered into otherwise than in the ordinary course of the business intended to be carried on by the Company and are or may be material: (a) (b) Investment Management Agreement dated March 13th, 2003 between the Company and the Investment Manager. This Agreement provides that the appointment of the Investment Manager will continue in force until terminated by either party by three months written notice. In certain circumstances set out in this Agreement either party may terminate this Agreement with immediate effect by notice in writing (in accordance with the procedure set out in the Agreement) upon the occurrence of certain events as specified in the agreement such as the liquidation of either party. This Agreement also provides that the Company may complain to the Investment Manager in accordance with FCA requirements for the effective consideration and proper handling of complaints of an investment business nature from investors in the Company. The Agreement contains certain indemnities in favour of the Investment Manager (and each of its directors, officers, servants, employees, agents and appointees) which are restricted to exclude matters to the extent that they are attributable to the fraud, negligence or wilful default in the performance or non-performance by the Investment Manager (or persons designated by it) of its duties or obligations under the Agreement. The Custody Agreement dated 23 rd December 2002 between the Company and the Custodian (as amended and novated on 25 February 2008 and as further amended to date, the Custody Agreement ) pursuant to which the Company has appointed the Custodian to act as custodian of all of the Company s monies and assets. This agreement is for an indefinite period unless terminated by the Company or the Custodian on not less than ninety days prior written notice. The Custody Agreement provides that the Company shall indemnify the Custodian against any and all actions, proceedings, claims, demands, losses, liabilities, damages, costs and expenses (including reasonable legal and professional fees and expenses arising therefrom or incidental thereto) which may be made or brought against or directly or indirectly suffered or incurred by the Custodian (or of its directors, officers, servants and employees) arising out of or in connection with the proper performance or proper non-performance of the Custodian s obligations thereunder otherwise than by reason of the unjustifiable failure to perform its obligations or the improper performance of them or negligence by the Custodian or any of its directors, officers, servants and employees. The Agreement provides that the Custodian shall indemnify the Company and its Shareholders against any loss suffered by them as a result of its unjustifiable failure to perform its obligations under the Agreement or its improper performance of them or the negligence, wilful default or fraud on the part of the Custodian or the Custodian s appointed sub-custodians or agents. (c) The Administration Agreement dated 23 rd December 2002 (as novated on 25 February 2008 and as amended to date) between the Company and the Administrator pursuant to which the Administrator acts as administrator and registrar and transfer agent to the Company and to each of its Funds. This Agreement is for an indefinite period and may be terminated by the Company or M

62 the Administrator on not less than ninety days written notice. This Agreement provides that the Company shall indemnify and hold harmless the Administrator against any claims and losses which may be made or brought against or incurred by the Administrator or any of its directors, officers, servants, employees and agents arising out of or in connection with the performance or non-performance of the Administrator's duties thereunder otherwise than by reason of the fraud, negligence, bad faith or wilful default of the Administrator, its directors, officers, employees, servants or agents in the performance of non-performance of its duties. The Agreement also contains an indemnity from the Administrator to the Company and its Shareholders for any losses suffered by them as a consequence of (i) the failure of the Administrator, its directors, officers or employees to exercise all reasonable care in the performance of its or their duties thereunder or (ii) the negligence, fraud, bad faith, wilful misconduct or reckless disregard of any of the Administrator, its directors, officers or employees or of any appointee of the Administrator in relation to any of the Administrator's duties thereunder; (d) (e) the Distribution Agreement dated 23 rd December, 2002 between the Company and the Distributor; this Agreement provides that the appointment of the Distributor as a distribution agent will continue unless and until terminated by either party giving to the other party not less than three months written notice although in certain circumstances the Agreement may be terminated forthwith by notice in writing by either party to the other; this Agreement contains certain indemnities in favour of the Distributor as distribution agent which are restricted to exclude matters arising by reason of the fraud, negligence or wilful default on the part of the Distributor, its servants or agents in the performance of its obligations and duties. the Investment Advisory Agreement dated March 13th, 2003 (as novated on May 10 th, 2005) between the Investment Manager and the Investment Adviser; this Agreement provides that the appointment of the Investment Adviser will continue unless and until terminated by either party giving to the other not less than three months written notice although in certain circumstances the Agreement may be terminated forthwith by notice in writing by either party to the other; this Agreement contains certain indemnities in favour of the Investment Adviser which are restricted to exclude matters arising by reason of the negligence, bad faith, wilful default, fraud or material breach of its duties under this Agreement (if the breach is not capable of remedy within a reasonable time and is limited to direct losses) of the Investment Adviser or any of its directors, officers, or employees in the performance of its functions and services under this Agreement. (f) The Administrative Support Provider Agreement dated 18 April 2012 between the Company and the Administratative Support Provider pursuant to which the Company has appointed the Administrative Support Provider to provide certain support services. This agreement provides that the appointment of the Administrative Support Provider will continue unless and until terminated by either party giving to the other not less than 90 days written notice although in M

63 certain circumstances the agreement may be terminated forthwith by notice in writing by either party to the other. In the absence of fraud, negligence, bad faith on the side of the Administrative Support Provider, any of its directors, officers, employees or agents in the performance or non performance of its obligations or duties, neither the Administrative Services Provider nor any of its directors, officers, employees or agents shall be liable to the Company for any loss or damage sustained or suffered by the Company as a result of any act or omission of the Administrative Support Provider, its directors, officers, employees or agents undertaken in the course of, or conducted in any way with, rendering Services pursuant to Administrative Support Provider Agreement. The Administrative Service Provider shall not under any circumstances whatsoever be liable for any indirect, special or consequential loss, any loss of profit or business opportunity, any economic loss, or any loss of goodwill, whether or not within the knowledge or contemplation of the Administrative Support Provider at the date of the agreement, except to the extent caused by the Administrative Support Provider s fraud, negligence or bad faith. Miscellaneous As of the date of this Prospectus, the Company does not have any loan capital (including term loans) outstanding or created but unissued or any outstanding mortgages, charges, debentures or other borrowings or indebtedness in the nature of borrowings, including bank overdrafts, liabilities under acceptances or acceptance credits, hire purchase or finance lease commitments, guarantee or other contingent liabilities. Save as disclosed under the heading "Directors' Interests" above, no Director has any interest in the promotion of or in any property acquired or proposed to be acquired by the Company. Save as may result from the entry by the Company into the agreements listed under the heading "Material Contracts" above or any other fees, commissions or expenses discharged, no amount or benefit has been paid or given or is intended to be paid or given to any promoter of the Company. No commissions, discounts, brokerages or other special terms have been paid or granted or are payable for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any Shares or loan capital of the Company. Information for investors in the United Kingdom 1. Documents Copies of the following documents may be inspected, free of charge, at the offices of the Investment Manager during usual business hours on weekdays, except Saturdays and public holidays:- (a) the Memorandum and Articles of Association of the Company and any amendments thereto; M

64 (b) the most recent annual and semi-annual reports; and (c) the most recent Prospectus. Copies of the most recent Prospectus, Memorandum and Articles of Association and the annual and semi-annual reports may be obtained from the Investment Manager free of charge. The Investment Manager s principal place of business is 160 Queen Victoria Street, London, EC4V 4LA. 2. Other Information and Services Available from the Investment Manager (i) Information about each Fund s most recently published Net Asset Value per Share may be obtained at the office of the Investment Manager; (ii) Investors in each Fund may request the repurchase of shares in the Fund and obtain payment of the price on repurchase via the Investment Manager; and (iii) Complaints concerning the operation of the Company may be submitted to the Investment Manager. Documents for Inspection Copies of the following documents may be inspected at the offices of the Administrator and the Investment Manager during usual business hours on weekdays, except Saturdays and public holidays: (a) (b) (c) (d) (e) (f) (g) the Memorandum and Articles of Association of the Company; the material contracts referred to above; the Regulations; the Central Bank Notices; a list of past and current directorships and partnerships held by each Director over the last five years; the latest available annual reports and accounts and unaudited half-yearly reports and accounts (when available); Key Investor Information Documents. Copies of the Memorandum and Articles of Association of the Company (and, after publication thereof, the periodic reports and accounts) may be obtained from the Administrator or the Investment Manager free of charge. M

65 Information regarding the Company s complaints procedures and its best execution policies are also available from the Administrator free of charge. M

66 APPENDIX I DEFINITIONS "Account Opening Form" means such form as the Directors may prescribe for the purposes of opening an account in relation to the Company. Accumulation Shares Acts "Administrative Support Provider" "Administrator" "AML Act" "Articles" "Associated Person" means shares of the Company carrying no right to any distribution of income but the income attributable to such shares is retained within the relevant Fund and reflected in the Net Asset Value of such shares. means the Companies Acts 1963 to 2012 as may be amended, restated, consolidated or replaced from time to time. means Insight Investment Management (Global) Limited or any other person or persons for the time being duly appointed Administrative Support Provider of the Company or of any of the Company s Funds in succession to Insight Investment Management (Global) Limited. means Northern Trust International Fund Administration Services (Ireland) Limited or any other person or persons for the time being duly appointed administrator in succession to the said Administrator. means the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 as may be amended, restated, consolidated or replaced from time to time; means the Articles of Association of the Company. a person is associated with a Director if, and only if, s/he is; (a) (b) (c) that director's spouse, parent, brother, sister or child; a person acting in his/her capacity as the trustee of any trust, the principal beneficiaries of which are the Director, his/her spouse or any of his/her children or any body corporate which s/he controls; a partner of that Director. "Base Currency" M A company will be deemed to be connected with a Director if it is controlled by that Director. means in relation to any class of Shares such currency as is specified in the relevant Supplement for each Fund.

67 "Business Day" Central Bank Central Bank Notices "Company" means a day on which banks are open for business in such jurisdictions and/or cities as are specified in the relevant Supplement for each Fund or such other day(s) as the Directors may, with the approval of the Custodian, determine. means the Central Bank of Ireland or any successor thereto. means the UCITS notices issued by the Central Bank from time to time. means Insight Liquidity Funds p.l.c. Company Base Currency means Sterling, or the lawful currency of the UK from time to time. "Connected Person" "Custodian" "Data Protection Legislation" "Dealing Day" "Dealing Deadline" Directive "Directors" means the persons defined as such in the section headed "Portfolio Transactions and Conflicts of Interest". means Northern Trust Fiduciary Services (Ireland) Limited or any other person or persons for the time being duly appointed Custodian of the Company in succession to the Custodian. the Data Protection Act 1988 as amended by the Data Protection (Amendment) Act 2003 and as may be further amended, restated, consolidated or replaced from time to time. means in respect of each class of Shares such Business Day or Business Days as are specified in the relevant Supplement for each Fund or such other day(s) as the Directors may determine from time to time with the approval of the Custodian provided that there shall be at least two Dealing Days a month for each Fund. means in relation to applications for subscription or repurchase of Shares in a Fund, the dates and times specified in the relevant Supplement for each Fund. means Council Directive of 20 December 1985 (85/611/EEC) on the co-ordination of laws, regulations and administrative provisions relating to undertakings for the collective investment in transferable securities (UCITS) as amended from time to time. means the directors of the Company. Distributing Shares M means shares of the Company in respect of which, subject to the availability of distributable profits in the relevant Fund

68 attributable to those shares, the Directors intend to declare and pay dividends. "Distributor" EEA EU "Euro" Eurozone FCA Foreign Person "Fund" "Intermediary" means Insight Investment Funds Management Limited and/or such other person(s) duly appointed either in succession thereto or in addition thereto in accordance with the requirements of the Central Bank. means the European Economic Area. means the European Union. means the lawful currency of the Republic of Ireland and all other members of the Eurozone. means a collective term for the participating member states of the EU that adopt the single currency in accordance with the EC Treaty of Rome dated 25th March 1957 (as amended by the Maastricht Treaty dated 7th February 1992). means the UK Financial Conduct Authority including any successor authority. means (i) a person who is neither Resident nor Ordinarily Resident in Ireland for tax purposes who has provided the Company with the appropriate declaration under Schedule 2B TCA and the Company is not in possession of any information that would reasonably suggest that the declaration is incorrect or has at any time been incorrect, or (ii) the Company is in possession of written notice of approval from the Irish Revenue Commissioners to the effect that the requirement to have been provided with such declaration is deemed to have been complied with in respect of that person or class of shareholder to which that person belongs, and that approval has not been withdrawn and any conditions to which that approval is subject have been satisfied. means one of the Funds, details of which are set out in the relevant Supplement for that Fund and also any other Funds that may be established periodically by the Company with the prior approval of the Central Bank. means a person who (a) carries on a business which consists of, or includes, the receipt of payments from an investment undertaking resident in the State on behalf of other persons, or (b) holds shares in an investment undertaking on behalf of other persons. M

69 "Initial Issue Price" Investment Adviser "Investment Manager" Irish Taxable Person means the price per Share at which Shares are initially offered in a Fund for such period as is specified in the relevant Supplement for each Fund. means Insight Investment Management (Global) Limited or any other person or persons for the time being duly appointed investment adviser of the Company or of any of the Company s Funds in succession to Insight Investment Management (Global) Limited. means Insight Investment Funds Management Limited or any other person or persons for the time being duly appointed investment manager of the Company or of any of the Company's Funds in succession to Insight Investment Funds Management Limited. means any person, other than (i) (ii) (iii) a Foreign Person; an intermediary, including a nominee, for a Foreign Person; a qualifying management company within the meaning of section 739(B) TCA; (iv) a specified company within the meaning of section 734 TCA; (v) (vi) (vii) an investment undertaking within the meaning of section 739(B) of the TCA; an investment limited partnership within the meaning of section 739J TCA; an exempt approved scheme or a retirement annuity contract or trust scheme within the provisions of sections 774, 784 or 785 TCA; (viii) a company carrying on life business within the meaning of section 706 TCA; (ix) (x) a special investment scheme within the meaning of section 737 TCA; a unit trust to which section 731(5)(a) TCA applies; M

70 (xi) (xii) a charity entitled to an exemption from income tax or corporation tax under section 207(1)(b) TCA; a person entitled to exemption from income tax and capital gains tax under section 784A(2) TCA, section 787I TCA or section 848E TCA and the units held are assets of an approved retirement fund, an approved minimum retirement fund, a special savings incentive account or a personal retirement savings account (as defined in section 787A TCA); (xiii) the Courts Service; (xiv) (xv) (xvi) a Credit Union; a company within the charge to corporation tax under section 739G(2) TCA, but only where the relevant Fund is a money market fund; a company within the charge to corporation tax under section 110(2)TCA; (xvii) the National Pensions Reserve Fund Commission or a Commission investment vehicle (within the meaning given by section 2 of the National Pensions Reserve Fund Act 2000 as amended); (xviii) the State acting through the National Pensions Reserve Fund Commission or a Commission investment vehicle (within the meaning given by section 2 of the National Pensions Reserve Fund Act 2000 as amended); (xix) (xx) the National Asset Management Agency; and any other person as may be approved by the directors from time to time provided the holding of Shares by such person does not result in a potential liability to tax arising to the Company in respect of that Shareholder under section 739 TCA in respect of each of which the appropriate declaration set out in Schedule 2B TCA or otherwise and other such information evidencing such status is in the possession of the Company on the appropriate date. "Irish Stock Exchange" means the Irish Stock Exchange Limited, and any successor thereto. M

71 "Member State" means a member of the EU (the current member states being :- Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom). "Minimum Holding" "Minimum Initial Subscription" Money Market Instruments and money market instruments. "Month" "Net Asset Value or Net Asset Value Per Share "OECD" "Ordinarily Resident in Ireland" OTC derivative "Prospectus" means such number of Shares or Shares having such value (if any) as is specified in the Supplement of the relevant Fund. means such amount (excluding any preliminary charge) in the relevant Base Currency which must be initially subscribed by each Shareholder for Shares of any class in a Fund as specified in the relevant Supplement for the Fund. has the meaning ascribed to it in the section entitled Permitted Investments above or as otherwise permitted by the Regulations from time to time. means calendar month. means in respect of the assets of a Fund or in respect of a Share of any class, the amount determined in accordance with the principles set out under the heading Issue and Repurchase Price/Calculation of Net Asset Value/Valuation of Assets as the Net Asset Value of a Fund or the Net Asset Value per Share. means the Organisation for Economic Co-operation and Development, (the current members being: Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea (Republic), Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Slovak Republic, Spain, Sweden, Switzerland, Turkey, United Kingdom and United States). See "Resident in Ireland"/"Ordinarily Resident in Ireland". means a financial derivative instrument dealt in over the counter. means the prospectus issued, from time to time, by the Company as may be amended, supplemented, consolidated or otherwise modified from time to time. Qualifying Money M

72 Market Fund "Regulation" and Regulations "Related Companies" "Relevant Declaration" means a daily dealing money market fund rated AAA (or its equivalent) from a recognised rating agency such as Standard & Poors and which is established in the EU. means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011) as amended, supplemented, consolidated or otherwise modified from time to time including any condition that may from time to time be imposed thereunder by the Central Bank affecting the Company. has the meaning assigned thereto in Section 140(5) of the Companies Act, 1990 as amended from time to time. In general, this provision states that companies are related where 50% of the paid up share capital of, or 50% of the voting rights in, one company are owned directly or indirectly by another company. means the declaration relevant to the shareholder as set out in Schedule 2B Taxes Consolidation Act, 1997 which forms part of the Account Opening Form. "Resident in Ireland"/ Ordinarily Resident in Ireland" "Resident in Ireland" means any person resident in the Republic of Ireland (the State) for tax purposes. "Ordinarily Resident in Ireland" means any person ordinarily resident in the State for tax purposes. The following definitions have been issued by the Revenue Commissioners in relation to the residence of individuals and companies. Residence Company A company which has its central management and control in the State is resident in the State irrespective of where it is incorporated. A company which does not have its central management and control in the State but which is incorporated in the State is resident in the State except where: the company or a related company carries on a trade in the State, and either the company is ultimately controlled by persons resident in Member States or resident in countries with which the State has a double taxation treaty, or the company or a related company are quoted M

73 M companies on a recognised stock exchange in the EU or in a tax treaty country or the company is regarded as not resident in the State under a double taxation treaty between Ireland and another country. It should be noted that the determination of a company's residence for tax purposes can be complex in certain cases and declarants are referred to the specific legislative provisions which are contained in section 23A TCA. Residence Individual An individual will be regarded as being resident in the State for a tax year if he or she 1) spends 183 days or more in the State in that tax year; or 2) has a combined presence of 280 days in the State, taking into account the number of days spent in the State in that tax year together with the number of days spent in the State in the preceding year. Presence in a tax year by an individual of not more than 30 days in the State will not be reckoned for the purpose of applying the two year test. Up to 31 December 2008, presence in the State for a day means the personal presence of an individual at the end of the day (midnight). From 1 January 2009, presence in the State for a day means the personal presence of an individual at any time during the day. Ordinary Residence Individual The term "ordinary residence" as distinct from "residence", relates to a person's normal pattern of life and denotes residence in a place with some degree of continuity. An individual who has been resident in the State for three consecutive tax years becomes ordinarily resident with effect from the commencement of the fourth tax year. An individual who has been ordinarily resident in the State ceases to be ordinarily resident at the end of the third consecutive tax year in which s/he is not resident. Thus, an individual who is resident and ordinarily resident in the State in 2009 and departs from the State in that tax year will remain ordinarily resident up to the end of the tax year in 2012.

74 "Settlement Date" "Shares" "Shareholders" Stable Net Asset Value Shares Standard & Poor s State Stg,, Sterling and Pound Supplement TCA Transferable Securities and transferable securities UCITS "United Kingdom" or "UK" means in respect of receipt of monies for payment of subscription monies or dispatch of monies for the repurchase of Shares the dates specified in the Supplement of the relevant Fund. means shares in the Company and includes, where the context so permits or requires, the shares in a Fund. means holders of Shares, and each a "Shareholder". means shares of the Company for which dividends are declared daily and the Directors seek to maintain a constant Net Asset Value per Share of 1 unit per 1.00 of the relevant Base Currency. means the Standard & Poor s Corporation, a subsidiary of the McGraw-Hill companies. means the Republic of Ireland; means the lawful currency of the United Kingdom means a supplement to this Prospectus outlining information in respect of a Fund and the classes of Shares of that Fund (where applicable). means the Irish Taxes Consolidation Act, 1997, as amended; has the meaning ascribed to it in the section entitled Permitted Investments above or as otherwise permitted by the Regulations from time to time. means an undertaking for collective investment in transferable securities authorised pursuant to the Directive. means the United Kingdom of Great Britain and Northern Ireland. "United States" or "U.S." means the United States of America, its territories, possessions and all areas subject to its jurisdiction (including the Commonwealth of Puerto Rico) including the district of Columbia. "United States Person" or "U.S. Person" has the meaning ascribed to it in Regulation S promulgated under the United States Securities Act of 1933, as amended, from time to time. M

75 US Dollar or USD "Valuation Point" means the lawful currency of the United States. means the point in time by reference to which the Net Asset Value of a Fund is calculated as specified in the relevant Supplement for the Fund. M

76 APPENDIX II MARKETS The exchanges and markets below are listed in accordance with the requirements of the Central Bank which does not issue a list of approved exchanges and markets. With the exception of permitted investment in unlisted securities or in units of open-ended collective investment schemes, investment will be limited to the following stock exchanges and regulated markets:- (a) (i) any stock exchange which is: - located in any Member State; or - located in a member state of the European Economic Area (Norway, Iceland and Liechtenstein); or - located in any of the following countries:- Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, United States of America; or (ii) any stock exchange or regulated market included in the following list:- The market organised by the International Capital Market Association; The UK market (i) conducted by banks and other institutions regulated by the FCA and subject to the Inter-Professional Conduct provisions of the FCA s Market Conduct Sourcebook; and (ii) in non-investment products which is subject to the guidance contained in the Non-Investment Products Code drawn up by the participants in the London market, including the FCA and the Bank of England (formerly known as "the Grey Paper"); The market in US government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York; The over-the-counter market in the United States conducted by primary and secondary dealers regulated by the Securities and Exchanges Commission and by the National Association of Securities Dealers (and by banking institutions regulated by the US Comptroller of the Currency, the Federal Reserve System or Federal Deposit Insurance Corporation); The French market for "Titres de Creance Negotiables" (over-the-counter market in negotiable debt instruments). AIM-the Alternative Investment Market in the UK regulated and operated by the London Stock Exchange. M

77 (b) In relation to any derivatives contract used, any market or exchange on which such contract may be acquired or sold which is referred to in clause (a)(i) and (a)(ii) above or which is in the European Economic Area, is regulated, recognised, operates regularly, and is open to the public, and the following markets; Chicago Mercantile Exchange (CME), Chicago Board of Trade (CBOT) and Bourse de Montreal. M

78 Insight Liquidity Funds p.l.c. Supplement dated 21 October 2013 to the Prospectus for ILF EUR Cash Fund This Supplement contains specific information in relation to ILF EUR Cash Fund (the EUR Cash Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type openended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

79 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS... 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING... 9 CHARGES AND EXPENSES MISCELLANEOUS M

80 Investment Objective and Policies Investment Objective The investment objective of the EUR Cash Fund is to provide investors with stability of capital and daily liquidity together with an income comparable to Euro denominated short dated money market interest rates. Investment Policy In pursuit of its investment objective the EUR Cash Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the Eurozone) for Euro denominated instruments, including securities, instruments and obligations issued or guaranteed by the Eurozone governments or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by issuers both inside and outside the Eurozone and unless stated otherwise below, will be denominated in Euro or fully hedged into Euro. The EUR Cash Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus and will be subject to the restrictions set out in the Prospectus. Government Bonds Fixed interest securities issued by the governments of Member States (whether or not part of the Eurozone). Government T-Bills (Eurozone) Short-term securities issued by the governments of Member States (whether or not part of the Eurozone). Government (ex-eurozone) Sovereign Bonds Bonds denominated in Euro which are issued or guaranteed by one or more sovereign governments outside the Eurozone or by any of their political sub-divisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the European Central Bank, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. M

81 Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the EUR Cash Fund will be denominated in Euro but may also be denominated in US Dollar or Sterling provided it is fully hedged back to Euro. It is intended that investments will have a credit rating at the time of purchase of at least A1/P1 (or its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The EUR Cash Fund will invest in securities, instruments and obligations with remaining maturities of 397 days or less. Exposure to each issuer of FRNs with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature shall be limited to 10% of the Net Asset Value of the EUR Cash Fund. The weighted average maturity of the EUR Cash Fund s portfolio will be maintained at no more than 60 days or such shorter period as may be required to retain the AAAf rating from Standard & Poor s. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the EUR Cash Fund s investments will not exceed 120 days. When calculating the weighted average life, the maturity of a floating rate instrument shall be deemed to be its final legal maturity. The EUR Cash Fund may invest up to 10% of its net assets in other collective investment schemes which are short term money market funds whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company). The Company may on behalf of the EUR Cash Fund enter into stocklending / repurchase / reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. M

82 The EUR Cash Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the EUR Cash Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The EUR Cash Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The EUR Cash Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The EUR Cash Fund may also have ancillary liquid assets such as bank deposits. For the purpose of the Central Bank Notices, the Sub-Fund is a short-term money market fund. Investors should note that subscription for Shares in the EUR Cash Fund is not the same as making a deposit with a bank or other deposit taking body, the value of the Shares is not insured or guaranteed and the principal invested is capable of fluctuation. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the EUR Cash Fund may invest in financial derivative instruments dealt in an exchange/market listed in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating capital for the EUR Cash Fund with an appropriate level of risk, taking into account the risk profile of the EUR Cash Fund as described in this Supplement and the diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the EUR Cash Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the EUR Cash Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the EUR Cash Fund in accordance with the investment policy of the EUR Cash Fund. Such swaps will be employed in order to generate additional capital or income for the EUR Cash Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. M

83 The Company currently employs a risk management process in respect of the EUR Cash Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The EUR Cash Fund will employ the commitment approach to assess the Fund s global exposure and to ensure that the EUR Cash Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. To the extent that the EUR Cash Fund uses financial derivative instruments, the EUR Cash Fund may be leveraged, however such leverage will not exceed 25% of the Net Asset Value of the EUR Cash Fund. Under the Regulations, the EUR Cash Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the EUR Cash Fund relating to derivative instruments must not exceed the total Net Asset Value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives M

84 the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the EUR Cash Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAf rating from Standard & Poor s for the EUR Cash Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the EUR Cash Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the EUR Cash Fund s published objectives. The Directors intend to operate the EUR Cash Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. The value of investments and any income from them will fluctuate and is not guaranteed (this may be partly due to exchange rate fluctuations). Investors may not get back the full amount invested. Investors should note that subscription for Shares in the EUR Cash Fund is not the same as making a deposit with a bank or other deposit taking body, the value of the Shares is not insured or guaranteed and the principal invested is capable of fluctuation. Derivative Risk M

85 Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the EUR Cash Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the EUR Cash Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the EUR Cash Fund s investment objective. The EUR Cash Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the EUR Cash Fund may not correspond with the securities positions held. Legal Risk M

86 Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. The value of the EUR Cash Fund may be affected by the creditworthiness of issuers of the EUR Cash Fund s investments and, notwithstanding the policy of the EUR Cash Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the EUR Cash Fund is suitable for professional investors seeking stability of capital and daily liquidity with an income which is comparable to short dated money market interest rates. Dividend Policy Class 2, Class 3, Class 4 and Class 6 Shares are Distributing Shares and accordingly it is the intention that dividends will be distributed on the last day of every month from the net income attributable to each Class. It is intended to distribute all such net income that is eligible for distribution. Class 7, Class 8, Class 9 and Class 10 Shares available are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the EUR Cash Fund and the value of the Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period From 9.00am on 22 October 2013 to 3.00pm on 22 April 2014 For Class 4, Class 8 (as may be shortened or extended by the Directors and notified to Class 9 and Class 10 the Central Bank). After the Initial Offer period for each such Shares Class, the Shares will be continuously available for subscription. Initial Offer Price For 1 per share of each such Class. Class 4, Class 8, Class 9 and Class 10 Shares Base Currency Borrowing Limits Business Day and and Dealing Day Euro 10% of the Net Asset Value of the EUR Cash Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London and Dublin are open for normal business with the exception of a Saturday or Sunday and 1 May in each year. M

87 Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 2 (Distributing) N/A N/A N/A Class 3 (Distributing) 5,000,000 15,000 5,000,000 Class 4 (Distributing) 100,000,000 15, ,000,000 Class 6 (Distributing) N/A N/A N/A Class 7 (Accumulation) 5,000,000 15,000 5,000,000 Class 8 (Accumulation) 100,000,000 15, ,000,000 Class 9 (Accumulation) N/A N/A N/A Class 10 (Accumulation) N/A N/A N/A The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Classes 2, 6, 9 and 10 Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 12 noon (Irish time) on each Dealing Day or such earlier time as may be dictated by the closure of relevant exchanges and/or markets on the Dealing Day. Cleared funds must have been received and accepted by the Administrator before 4 p.m. on the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the same Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant duly signed repurchase documentation. M

88 In the case of repurchase requests from certain investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies which have the effect of reducing the value of their holding of shares below the Minimum Holding amount, proceeds will usually be paid on the Business Day following the relevant Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant signed repurchase documentation. Valuation Point Charges and Expenses 12 noon (Irish time) on each Dealing Day. The total annual charges and expenses of the EUR Cash Fund are based on the percentage of the Net Asset Value of the EUR Cash Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the EUR Cash Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the EUR Cash Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the EUR Cash Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the EUR Cash Fund will be as follows:- Class of Shares Class 2 Class 3 Class 4 Class 6 Class 7 Class 8 Annual Charges and Expenses up to 0.10% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 2 Shares. up to 0.10% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 3 Shares. up to 0.07% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 4 Shares. up to 0.25% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 6 Shares. up to 0.10% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 7 Shares. up to 0.07% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 8 Shares. M

89 Class 9 Class 10 up to 0.25% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 9 Shares. up to 0.10% per annum of the Net Asset Value of the EUR Cash Fund attributable to the Class 10 Shares. EUR Cash Fund These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the EUR Cash Fund. Further details of the charges and expenses to be borne by the EUR Cash Fund are set out in the Prospectus. There are no preliminary, repurchase or exchange charges. Fees will be calculated and deducted from the assets of the EUR Cash Fund in accordance with the above provisions daily. Establishment Costs The cost of establishing the EUR Cash Fund and the expenses of the initial offer of Shares in the EUR Cash Fund, marketing costs, costs associated with obtaining a credit rating and the fees of all professionals relating thereto, shall not exceed 40,000 and will be borne by, and charged to, the Fund and amortised over the first two years of the EUR Cash Fund s operations or such shorter period as may be agreed between the EUR Cash Fund and the Investment Manager. As the establishment costs may not be charged to the EUR Cash Fund until such time as the EUR Cash Fund has sufficient assets to cover such costs, the Investment Manager may initially incur any or all of these costs on behalf of the EUR Cash Fund, in which case they will be entitled to be reimbursed out of the assets of the EUR Cash Fund for any such expenditure. Details of any other fees and expenses payable out of the assets of the EUR Cash Fund are set out in the Prospectus under the heading Charges and Expenses. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF GBP Liquidity Plus Fund 4. ILF USD Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund M

90 New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

91 Insight Liquidity Funds p.l.c. Supplement dated 22 January 2015 to the Prospectus for ILF GBP Liquidity Fund This Supplement contains specific information in relation to ILF GBP Liquidity Fund (the Sterling Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

92 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS... 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING CHARGES AND EXPENSES MISCELLANEOUS M

93 Investment Objective and Policies Investment Objective The investment objective of the Sterling Fund is to provide investors with stability of capital and of Net Asset Value per Share (in the case of the Stable Net Asset Value Shares) and daily liquidity with an income which is comparable to Sterling denominated short dated money market interest rates. Investment Policy In pursuit of its investment objective the Sterling Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the UK) for Sterling denominated instruments, including securities, instruments and obligations issued or guaranteed by the UK Government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both UK and non-uk issuers and unless stated otherwise below, will be denominated in Sterling or fully hedged into Sterling. The Sterling Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively UK markets) and will be subject to the restrictions set out in the Prospectus. UK Government Gilts Fixed interest securities issued by Her Majesty s Government and sold by the Bank of England to raise money for Her Majesty s Government. UK Government T-Bills Short-term securities issued by Her Majesty s Government. Non-UK Government Sovereign Bonds Bonds denominated in Sterling which are issued or guaranteed by one or more non-uk sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-uk sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in M

94 exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the Sterling Fund will be denominated in Sterling but may also be denominated in US Dollars or Euros provided it is fully hedged back to Sterling. It is intended that investments will have a credit rating at the time of purchase of at least A1/P1 (or its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The Sterling Fund will invest in securities, instruments and obligations with remaining maturities of 397 days or less. Exposure to each issuer of FRNs with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature, shall be limited to 10% of the Net Asset Value of the Sterling Fund. The weighted average maturity of the Sterling Fund s portfolio will be maintained at no more than 60 days or such shorter period as may be required to retain the AAAm rating from Standard & Poor s. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the Sterling Fund s investments will not exceed 120 days. When calculating the weighted average life, the maturity of a floating rate instrument shall be deemed to be its final legal maturity. The Sterling Fund may invest up to 10% of its net assets in other collective investment schemes which are short term money market funds whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the Sterling Fund may not invest in other Funds of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the Sterling Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. The Sterling Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the Sterling Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of M

95 the purchased security. The Sterling Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The Sterling Fund may also lend its securities to brokers, dealers and other financial organisations, through stock-lending arrangements, in accordance with normal market practice. The Sterling Fund may also have ancillary liquid assets such as bank deposits. For the purpose of the Central Bank Notices, the Sub-Fund is a short-term money market fund. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the Sterling Fund may invest in financial derivative instruments dealt in an exchange/market listed in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the Sterling Fund with an appropriate level of risk, taking into account the risk profile of the Sterling Fund as described in this Supplement and the risk diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the Sterling Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the Sterling Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the Sterling Fund in accordance with the investment policy of the Sterling Fund. Such swaps will be employed in order to generate additional capital or income for the Sterling Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the Sterling Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The Sterling Fund will employ the commitment approach to assess the Sterling Fund s global exposure and to ensure that the Sterling Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The Sterling Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the Sterling Fund. M

96 Under the Regulations, the Sterling Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- Futures (1) The global exposure of the Sterling Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts M

97 A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the Sterling Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAm rating from Standard & Poor s for the Sterling Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the Sterling Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the Sterling Fund s published objectives. The Directors intend to operate the Sterling Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. The Sterling Fund is an investment fund and not a banking product and whilst preservation of capital is a major component of the objective of the Sterling Fund it is not guaranteed. Neither Insight nor any other BNYM group company will provide capital support for the Sterling Fund in the event of any capital loss arising within the Sterling Fund. References to "Insight" in this paragraph include the Investment Manager (which is also the Promoter of the Company) and the Investment Adviser, which entities are part of The Bank of New York Mellon Corporation (BNYM). Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the Sterling Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the Sterling Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised M

98 documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the Sterling Fund s investment objective. The Sterling Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the Sterling Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the Sterling Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. Although it is intended to maintain a stable Net Asset Value per Class 1, 2, 3, 5 and 8 Shares in the Sterling Fund, there can be no assurance that a stable Net Asset Value per Share will be maintained. The value of the Sterling Fund may be affected by the creditworthiness of issuers of the Sterling Fund s investments and, notwithstanding the policy of the Sterling Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the Sterling Fund is suitable for professional investors seeking stability of capital and daily liquidity with an income which is comparable to short dated money market interest rates. Dividend Policy Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares are Stable Net Asset Value Shares. The Directors intend to declare all net income of the Sterling Fund attributable to the Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares on each Dealing Day as a M

99 dividend to Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares Shareholders on the register of members as at the close of business on the relevant Dealing Day in an attempt to stabilise the Net Asset Value per Share of each class at Sterling Dividends will be declared daily and payable monthly on or about the second Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the Sterling Fund, and attributable to the Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares, and realised and unrealised profits on the disposal/valuation of investments as may be lawfully distributed less realised and unrealised losses (including fees and expenses) of the Sterling Fund which are attributable to the Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares. Dividends payable to Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shareholders will be re-invested each month by subscription for additional Shares of the same class in the Sterling Fund unless Shareholders specifically request that dividends be paid by electronic transfer. Different levels of dividend may be declared and paid on each class of Shares. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the relevant class of Share on the same date. There is no minimum of such further Shares which may be so subscribed. In the case of Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shareholders who request the repurchase of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of repurchase is other than the second Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second Business Day of the next month following the repurchase. In the case of Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shareholders who request the repurchase of all of their Shares and the payment to them of accrued dividends, such dividends declared up to but not including the Dealing Day on which repurchase is effected will be paid to the Shareholder with the repurchase proceeds. Class 4 and Class 7 Shares are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to Class 4 and Class 7 Shares shall be retained within the Sterling Fund and the value of Class 4 and Class 7 Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period for Class 8 Shares From 9.00a.m on 26 January 2015 to 5.00 p.m on 26 June 2015 (as may be shortened or extended by the Directors and notified to the Central Bank with the consent of the Custodian). After the Initial Offer Period, the Class 8 Shares will be continuously available for subscription at the ongoing Net Asset Value. The Sterling Fund employs specific investment policies and procedures designed to maintain a constant Net Asset Value of 1.00 per Class 8 Share. However, there can be no assurance that a constant Net Asset Value will be maintained on a continuing basis. Initial Issue Price for 1.00 Class 8 Shares Issue Price for Class 1, 2, 3, 4, 5, 6 Ongoing Net Asset Value per Share of the relevant Class. The Sterling Fund employs specific investment policies and M

100 and 7 Shares procedures designed to maintain a constant Net Asset Value of 1.00 per Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares. However, there can be no assurance that a constant Net Asset Value will be maintained on a continuing basis. The issue price of Class 4 and Class 7 Shares is the ongoing Net Asset Value per Share. Base Currency Sterling Investors should note that if the United Kingdom participates in the third or any later stage of the European Monetary Union, the Directors may convert the base currency of the Sterling Fund from Sterling to Euro. The Directors will consult with the Sterling Fund s Custodian to determine the best means to effect conversion. Shareholders in the Sterling Fund will be notified of any such conversion. Borrowing Limits Business Day and Dealing Day 10% of the Net Asset Value of the Sterling Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 1 Stable Net Asset Value 150,000 15,000 75,000 Class 2 Stable Net Asset Value Discretionary Discretionary Discretionary Class 3 Stable Net Asset Value 5,000,000 15,000 5,000,000 Class 4 Accumulation 75,000 15,000 75,000 Class 5 Stable Net Asset Value 1,000,000 10,000 1,000,000 Class 6 Stable Net Asset Value Discretionary Discretionary Discretionary Class 7 Accumulation 5,000,000 15,000 5,000,000 Class 8 Stable Net Asset Value 50,000 15,000 50,000 M The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any

101 Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 and Class 6 Shares are only available to those investors who have a separate investment advisory agreement with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 1 p.m. (Irish time) on each Dealing Day or such earlier time as may be dictated by the closure of relevant exchanges and/or markets on the Dealing Day. Class 1, Class 2, Class 3, Class 5, Class 6 and Class 8 Shares Cleared funds must have been received and accepted by the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided payment is received before the relevant Valuation Point. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the same Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed repurchase documentation. Class 4 and Class 7 Shares Cleared funds must have been received and accepted by the Administrator by close of business on the Business Day after the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder s risk and expense on the Business Day after the relevant Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant duly signed repurchase documentation. Valuation Point Charges and Expenses 4 p.m. (Irish time) on each Dealing Day. The total annual charges and expenses of the Sterling Fund are based on the percentage of the Net Asset Value of the Sterling Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the Sterling Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the Sterling Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. M

102 The total annual charges and expenses of the Sterling Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the Sterling Fund will be as follows:- Class of Shares Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Class 7 Class 8 Annual Charges and Expenses up to 0.20% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 2 Shares. up to 0.10% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 3 Shares. up to 0.25% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 4 Shares. up to 0.15% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 5 Shares. up to 0.25% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 6 Shares. up to 0.10% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 7 Shares. up to 0.45% per annum of the Net Asset Value of the Sterling Fund attributable to the Class 8 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the Sterling Fund. Further details of the charges and expenses to be borne by the Sterling Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the Sterling Fund in accordance with the above provisions daily. Listing The Class 1, 2 and 3 Shares of the Sterling Fund were admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 2 January The Class 4 Shares of the Sterling Fund were admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 29 March The Class 5 Shares of the Sterling Fund were admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 27 July No application has been made or is intended to be made to list the Class 6 Shares on the Irish Stock Exchange or any other stock exchange. The Class 7 Shares of the Sterling Fund were admitted to the Official List and trading on the Main Securities Market of the Irish Stock Exchange on 9 June Application has been made to the Irish Stock Exchange for Class 8 Shares to be admitted to listing on the Official List and trading on the Main Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the end of the Initial Offer Period for such class. No application has been made for this Share class to be listed on any other stock exchange. The Directors do not anticipate that an active secondary market will develop in the Shares. M

103 Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF USD Liquidity Fund 2. ILF EUR Cash Fund 3. ILF GBP Liquidity Plus Fund 4. ILF USD Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

104 Insight Liquidity Funds p.l.c. Supplement dated 21 October 2013 to the Prospectus for ILF GBP Cash Fund This Supplement contains specific information in relation to ILF GBP Cash Fund (the GBP Cash Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type openended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

105 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS... 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING... 9 CHARGES AND EXPENSES MISCELLANEOUS M

106 Investment Objective and Policies Investment Objective The investment objective of the GBP Cash Fund is to provide investors with stability of capital and daily liquidity together with an income comparable to Sterling denominated short dated money market interest rates. Investment Policy In pursuit of its investment objective the GBP Cash Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the UK) for Sterling denominated instruments, including securities, instruments and obligations issued or guaranteed by the UK Government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both UK and non-uk issuers and unless stated otherwise below, will be denominated in Sterling or fully hedged into Sterling. The GBP Cash Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively UK markets) and will be subject to the restrictions set out in the Prospectus. UK Government Gilts Fixed interest securities issued by Her Majesty s Government and sold by the Bank of England to raise money for Her Majesty s Government. UK Government T-Bills Short-term securities issued by Her Majesty s Government. Non-UK Government Sovereign Bonds Bonds denominated in Sterling which are issued or guaranteed by one or more non-uk sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-uk sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the European Central Bank, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. M

107 Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the GBP Cash Fund will be denominated in Sterling but may also be denominated in US Dollar or Euro provided it is fully hedged back to Sterling. It is intended that investments will have a credit rating at the time of purchase of at least A1/P1 (or its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The GBP Cash Fund will invest in securities, instruments and obligations with remaining maturities of 397 days or less. Exposure to each issuer of FRNs with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature shall be limited to 10% of the Net Asset Value of the GBP Cash Fund. The weighted average maturity of the GBP Cash Fund s portfolio will be maintained at no more than 60 days or such shorter period as may be required to retain the AAAf rating from Standard & Poor s. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the GBP Cash Fund s investments will not exceed 120 days. When calculating the weighted average life, the maturity of a floating rate instrument shall be deemed to be its final legal maturity. The GBP Cash Fund may invest up to 10% of its net assets in other collective investment schemes which are short term money market funds whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company). The Company may on behalf of the GBP Cash Fund enter into stocklending / repurchase / reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. M

108 The GBP Cash Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the GBP Cash Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The GBP Cash Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The GBP Cash Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The GBP Cash Fund may also have ancillary liquid assets such as bank deposits. For the purpose of the Central Bank Notices, the Sub-Fund is a short-term money market fund. Investors should note that subscription for Shares in the GBP Cash Fund is not the same as making a deposit with a bank or other deposit taking body, the value of the Shares is not insured or guaranteed and the principal invested is capable of fluctuation. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the GBP Cash Fund may invest in financial derivative instruments dealt in an exchange/market listed in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating capital for the GBP Cash Fund with an appropriate level of risk, taking into account the risk profile of the GBP Cash Fund as described in this Supplement and the diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the GBP Cash Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the GBP Cash Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the GBP Cash Fund in accordance with the investment policy of the GBP Cash Fund. Such swaps will be employed in order to generate additional capital or income for the GBP Cash Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. M

109 The Company currently employs a risk management process in respect of the GBP Cash Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The GBP Cash Fund will employ the commitment approach to assess the Fund s global exposure and to ensure that the GBP Cash Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. To the extent that the GBP Cash Fund uses financial derivative instruments, the GBP Cash Fund may be leveraged, however such leverage will not exceed 25% of the Net Asset Value of the GBP Cash Fund. Under the Regulations, the GBP Cash Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the GBP Cash Fund relating to derivative instruments must not exceed the total Net Asset Value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives M

110 the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the GBP Cash Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has applied for and is expecting to obtain a AAAf rating from Standard & Poor s for the GBP Cash Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the GBP Cash Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the GBP Cash Fund s published objectives. The Directors intend to operate the GBP Cash Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. The value of investments and any income from them will fluctuate and is not guaranteed (this may be partly due to exchange rate fluctuations). Investors may not get back the full amount invested. Investors should note that subscription for Shares in the GBP Cash Fund is not the same as making a deposit with a bank or other deposit taking body, the value of the Shares is not insured or guaranteed and the principal invested is capable of fluctuation. M

111 Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the GBP Cash Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the GBP Cash Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the GBP Cash Fund s investment objective. The GBP Cash Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the GBP Cash Fund may not correspond with the securities positions held. M

112 Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. The value of the GBP Cash Fund may be affected by the creditworthiness of issuers of the GBP Cash Fund s investments and, notwithstanding the policy of the GBP Cash Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the GBP Cash Fund is suitable for professional investors seeking stability of capital and daily liquidity with an income which is comparable to short dated money market interest rates. Dividend Policy Class 1, Class 2, Class 3, Class 5 and Class 6 Shares are Distributing Shares and accordingly it is the intention that dividends will be distributed on the last day of every month from the net income attributable to each Class. It is intended to distribute all such net income that is eligible for distribution. Class 4 and Class 7 Shares available are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the GBP Cash Fund and the value of the Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period For each Class From 9.00am on 22 October 2013 to 3.00pm on 22 April 2014 (as may be shortened or extended by the Directors and notified to the Central Bank). After the Initial Offer period, Class 1, Class 2, Class 3, Class 4, Class 5, Class 6 and Class 7 Shares will be continuously available for subscription. Initial Offer Price 1 Base Currency Borrowing Limits Sterling 10% of the Net Asset Value of the GBP Cash Fund as set out under Borrowing and Lending Powers in the Prospectus. Business Day and M

113 and Dealing Day A day on which banks in London and Dublin are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 1 (Distributing) 150,000 15,000 75,000 Class 2 (Distributing) Discretionary Discretionary Discretionary Class 3 (Distributing) 5,000,000 15,000 5,000,000 Class 4 (Accumulation) 75,000 15,000 75,000 Class 5 (Distributing) 1,000,000 10,000 1,000,000 Class 6 (Distributing) Discretionary Discretionary Discretionary Class 7 (Accumulation) 5,000,000 15,000 5,000,000 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 and Class 6 Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 12 noon (Irish time) on each Dealing Day or such earlier time as may be dictated by the closure of relevant exchanges and/or markets on the Dealing Day. Cleared funds must have been received and accepted by the Administrator before 4 p.m. on the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the same Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant duly signed repurchase documentation. M

114 In the case of repurchase requests from certain investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies which have the effect of reducing the value of their holding of shares below the Minimum Holding amount, proceeds will usually be paid on the Business Day following the relevant Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant signed repurchase documentation. Valuation Point Charges and Expenses 12 noon (Irish time) on each Dealing Day. The total annual charges and expenses of the GBP Cash Fund are based on the percentage of the Net Asset Value of the GBP Cash Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the GBP Cash Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the GBP Cash Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the GBP Cash Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the GBP Cash Fund will be as follows:- Class of Shares Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Annual Charges and Expenses up to 0.20% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 2 Shares. up to 0.10% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 3 Shares. up to 0.25% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 4 Shares. up to 0.15% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 5 Shares. up to 0.25% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 6 Shares. M

115 Class 7 up to 0.10% per annum of the Net Asset Value of the GBP Cash Fund attributable to the Class 7 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the GBP Cash Fund. Further details of the charges and expenses to be borne by the GBP Cash Fund are set out in the Prospectus. There are no preliminary, repurchase or exchange charges. Fees will be calculated and deducted from the assets of the GBP Cash Fund in accordance with the above provisions daily. Establishment Costs The cost of establishing the GBP Cash Fund and the expenses of the initial offer of Shares in the GBP Cash Fund, marketing costs, costs associated with obtaining a credit rating and the fees of all professionals relating thereto, shall not exceed 40,000 and will be borne by, and charged to, the Fund and amortised over the first two years of the GBP Cash Fund s operations or such shorter period as may be agreed between the GBP Cash Fund and the Investment Manager. As the establishment costs may not be charged to the GBP Cash Fund until such time as the GBP Cash Fund has sufficient assets to cover such costs, the Investment Manager may initially incur any or all of these costs on behalf of the GBP Cash Fund, in which case they will be entitled to be reimbursed out of the assets of the GBP Cash Fund for any such expenditure. Details of any other fees and expenses payable out of the assets of the GBP Cash Fund are set out in the Prospectus under the heading Charges and Expenses. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF GBP Liquidity Plus Fund 4. ILF USD Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF EUR Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

116 Insight Liquidity Funds p.l.c. Supplement dated 30 January 2015 to the Prospectus for ILF GBP Liquidity Plus Fund This Supplement contains specific information in relation to ILF GBP Liquidity Plus Fund (the GBP Liquidity Plus Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company, whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

117 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS... 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING...10 CHARGES AND EXPENSES...11 MISCELLANEOUS...12 M

118 Investment Objective and Policies Investment Objective The investment objective of the GBP Liquidity Plus Fund is to provide investors with stability of capital and income through investment in short term fixed income and variable rate securities. Investment Policy In pursuit of its investment objective the GBP Liquidity Plus Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the UK) for Sterling denominated instruments, including securities, instruments and obligations issued or guaranteed by the UK government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers These types of securities, instruments and obligations are described below and may be issued by both UK and non-uk issuers and unless stated otherwise below will be denominated in Sterling or fully hedged into Sterling. The GBP Liquidity Plus Fund may invest in financial derivative instruments which will be used solely for the purpose of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively UK markets) and will be subject to the restrictions set out in the Prospectus. UK Government Gilts Fixed interest securities issued by Her Majesty s Government and sold by the Bank of England to raise money for Her Majesty s Government. UK Government T-Bills Short-term securities issued by Her Majesty s Government. Non-UK Government Sovereign Bonds Bonds denominated in Sterling which are issued or guaranteed by one or more non-uk sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-uk sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. M

119 Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the GBP Liquidity Plus Fund will be denominated in Sterling but may also be denominated in US Dollars or Euros, provided it is fully hedged back to Sterling. It is intended that investments will have at the time of purchase a short term credit rating of at least A1 and a long term credit rating of at least A (or in each case its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The GBP Liquidity Plus Fund will invest in securities, instruments and obligations with remaining maturities of five years or less, save in the case of FRNs issued by issuers with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature, in which case the expected remaining term to maturity from the date of purchase shall not exceed ten years. Investments in FRNs with an expected maturity exceeding five years shall not exceed 10% of the net assets of the GBP Liquidity Plus Fund and exposure to each issuer of such FRNs shall be limited to 10% of the net assets of the GBP Liquidity Plus Fund. The weighted average maturity of the GBP Liquidity Plus Fund s portfolio will be maintained at no more than one year or such other period as may be required to retain the AAAf/S1 rating from Standard & Poor s. The GBP Liquidity Plus Fund may invest up to 10% of its net assets in other collective investment schemes whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the GBP Liquidity Plus Fund may not invest in other Funds of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the GBP Liquidity Plus Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. M

120 The GBP Liquidity Plus Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the GBP Liquidity Plus Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The GBP Liquidity Plus Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The GBP Liquidity Plus Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The GBP Liquidity Plus Fund may also have ancillary liquid assets such as bank deposits. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the GBP Liquidity Plus Fund may invest in financial derivative instruments dealt in an exchange/market market specified in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the GBP Liquidity Plus Fund with an appropriate level of risk, taking into account the risk profile of the GBP Liquidity Plus Fund as described in this Supplement and the diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the GBP Liquidity Plus Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the GBP Liquidity Plus Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the GBP Liquidity Plus Fund in accordance with the investment policy of the GBP Liquidity Plus Fund. Such swaps will be employed in order to generate additional capital or income for the GBP Liquidity Plus Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the GBP Liquidity Plus Fund. The Company will, on request, provide supplementary information to Shareholders relating to the M

121 risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The GBP Liquidity Plus Fund will employ the commitment approach to assess the GBP Liquidity Plus Fund s global exposure and to ensure that the GBP Liquidity Plus Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The GBP Liquidity Plus Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the GBP Liquidity Plus Fund. Under the Regulations, the GBP Liquidity Plus Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the GBP Liquidity Plus Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. M

122 Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the GBP Liquidity Plus Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Currency hedging may be utilised to hedge Share classes denominated in currencies other than the Base Currency of the Fund. See Share Class Hedging below. SHARE CLASS HEDGING The Class 6 Euro, Class 7 Euro and Class 8 Euro Shares (individually a Hedged Currency Share Class, collectively the Hedged Currency Share Classes ) are denominated in currencies other than the Base Currency, namely the Euro, Dollar and Swiss Franc respectively. It is the Directors current intention to seek to hedge the currency exposure of holders of the Hedged Currency Share Classes however the successful execution of a hedging strategy which mitigates exactly this risk cannot be assured. Any financial instruments used to implement such strategies with respect to one or more Share classes shall be assets/liabilities of the Fund as a whole but will be attributable to the relevant Share class(es) and the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant Share class. In certain circumstances, the costs may have a significant impact on the returns of the relevant Share Class. Any currency exposure of a Share class may not be combined with or offset against that of any other Share class. To the extent that hedging is successful, the performance of the relevant Share class is likely to move in line with the performance of the underlying assets in the base currency and investors in a Hedged Currency Share Class will not benefit if the Share class currency falls against the Base Currency and/or the currency in which the assets of the Fund are denominated. The currency exposure of the assets attributable to a Share class may not be M

123 allocated to other classes. Any currency hedging transaction relating to a Hedged Currency Share Class shall be clearly attributable to the specific Hedged Currency Share Class. Although the Fund does not intend to over-hedge or under-hedge positions, over or underhedging may arise due to factors outside the control of the Fund. The Fund will not permit over hedged positions to exceed 105% of the Net Asset Value of a hedged Class. Hedged positions will be kept under review to ensure that over hedged positions do not exceed 105% of the Net Asset Value of a hedged Class. This review will incorporate a procedure to ensure that positions materially in excess of 100% will not be carried forward from month to month. Rating Award The Company has obtained an AAAf/S1 rating from Standard & Poor s for the GBP Liquidity Plus Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the GBP Liquidity Plus Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the GBP Liquidity Plus Fund s published objectives. The Directors intend to operate the GBP Liquidity Plus Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the GBP Liquidity Plus Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the GBP Liquidity Plus Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or M

124 Investment Advisers use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the GBP Liquidity Plus Fund s investment objective. The GBP Liquidity Plus Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the GBP Liquidity Plus Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the GBP Liquidity Plus Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. The value of the GBP Liquidity Plus Fund may be affected by the creditworthiness of issuers of the GBP Liquidity Plus Fund s investments and, notwithstanding the policy of the GBP Liquidity Plus Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the GBP Liquidity Plus Fund is suitable for professional investors seeking stability of capital and income with a low sensitivity to changing market conditions. Dividend Policy Class 1, Class 2, Class 3, Class 4 Shares, Class 6 Euro and Class 7 Euro Shares are available as Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the GBP Liquidity Plus Fund and the value of the Shares shall rise accordingly. M

125 Class 5 Shares and Class 8 Euro Shares are Distributing Shares and accordingly it is the intention that dividends will be distributed on the last day of every month from the net income attributable to Class 5 Shares and Class 8 Euro Shares. It is intended to distribute all such net income that is eligible for distribution. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period for Class 6 Euro, Class 7 Euro and Class 8 Euro Shares Initial Issue Price for Class 6 Euro Class 7 Euro and Class 8 Euro Shares Issue Price for Class 1, Class 2, Class 3, Class 4 and Class 5 Shares Base Currency From 9.00 am on 2 February 2015 to 5.00 pm on 2 July 2015 (as may be shortened or extended by the Directors). After the Initial Offer Period each class will be continuously open for subscriptions. 1 per Share of each class. Ongoing Net Asset Value per Share of the relevant class Sterling Investors should note that if the United Kingdom participates in the third or any later stage of the European Monetary Union, the Directors may convert the base currency of the GBP Liquidity Plus Fund from Sterling to Euro. The Directors will consult with the GBP Liquidity Plus Fund s Custodian to determine the best means to effect conversion. Shareholders in the GBP Liquidity Plus Fund will be notified of any such conversion. Borrowing Limits Business Day and Dealing Day 10% of the Net Asset Value of the GBP Liquidity Plus Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Accumulation Shares Class 1 Stg 150,000 Stg 15,000 Stg 75,000 Class 2 Discretionary Discretionary Discretionary Class 6 Euro Discretionary Discretionary Discretionary Class 3 Stg 1,000,000 Stg 10,000 Stg 1,000,000 M

126 Class 7 Euro 1,000,000 10,000 1,000,000 Class 4 Stg 75,000 Stg 15,000 Stg 75,000 Distributing Shares Class 5 Stg 1,000,000 Stg 10,000 Stg 1,000,000 Class 8 Euro 1,000,000 10,000 1,000,000 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 Shares and Class 6 Euro Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 4 p.m. (Irish time) on the Business Day which is four days prior to the relevant Dealing Day. Cleared funds must be received and accepted by the Administrator on the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed repurchase documentation. Valuation Point Charges and Expenses 8:00 a.m. on the relevant exchanges and/or markets on each Dealing Day. The total annual charges and expenses of the GBP Liquidity Plus Fund are based on the percentage of the Net Asset Value of the GBP Liquidity Plus Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the GBP Liquidity Plus Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the GBP M

127 Liquidity Plus Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the GBP Liquidity Plus Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the GBP Liquidity Plus Fund will be as follows:- Class of Shares Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Euro Class 7 Euro Class 8 Euro Annual Charges and Expenses up to 0.20% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 2 Shares. up to 0.15% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 3 Shares. up to 0.30% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 4 Shares. up to 0.15% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 5 Shares up to 0.15% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 6 Euro Shares up to 0.20% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 7 Euro Shares up to 0.20% per annum of the Net Asset Value of the GBP Liquidity Plus Fund attributable to the Class 8 Euro Shares These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the GBP Liquidity Plus Fund. Further details of the charges and expenses to be borne by the GBP Liquidity Plus Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the GBP Liquidity Plus Fund in accordance with the above provisions daily. Listing The Class 1, 2, 3, 4 and 5 Shares of the GBP Liquidity Plus Fund were admitted to the Official List and trading on the Main Market of the Irish Stock Exchange on 31 March 2005, 14 December 2004, 11 June 2005, 5 October 2005 and 7 April 2008 respectively. M

128 Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF EUR Cash Fund 4. ILF USD Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

129 Insight Liquidity Funds p.l.c. Supplement dated 22 January 2015 to the Prospectus for ILF USD Liquidity Fund This Supplement contains specific information in relation to ILF USD Liquidity Fund (the US Dollar Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

130 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS... 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING CHARGES AND EXPENSES MISCELLANEOUS M

131 Investment Objective and Policies Investment Objective The investment objective of the US Dollar Fund is to provide investors with stability of capital and of Net Asset Value per Share (in the case of the Stable Net Asset Value Shares) and daily liquidity with an income which is comparable to US Dollar denominated short dated money market interest rates. Investment Policy In pursuit of its investment objective the US Dollar Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the US) for US Dollar denominated instruments, including securities, instruments and obligations issued or guaranteed by the US Government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both US and non-us issuers and unless stated otherwise below, will be denominated in US Dollar or fully hedged into US Dollars. The US Dollar Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively US markets) and will be subject to the restrictions set out in the Prospectus. US Government Securities - US Treasury bills and notes which are freely transferable and supported by the full faith and credit of the United States. Debt securities issued by the US government sponsored enterprises, agencies and instrumentalities including, but not limited to, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal National Home Loan Bank. Such securities may also include debt securities (such as bond and notes) issued by international organisations designated or supported by multiple governmental entities such as the International Bank for Reconstruction and Development. Government agency securities are not direct obligations of the US Treasury but involve various forms of US government sponsorship or guarantees. The US government is not obligated to provide financial support to any of the above. Non-US Government Sovereign Bonds Bonds denominated in US Dollars which are issued or guaranteed by one or more non-us sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-us sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). M

132 Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the US Dollar Fund will be denominated in US Dollar but may also be denominated in Sterling or Euro provided it is fully hedged back to US Dollar. It is intended that investments will have a credit rating at the time of purchase of at least A1/P1 (or its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The US Dollar Fund will invest in securities, instruments and obligations with remaining maturities of 397 days or less. Exposure to each issuer of FRNs with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature, shall be limited to 10% of the Net Asset Value of the US Dollar Fund. The weighted average maturity of the US Dollar Fund s portfolio will be maintained at no more than 60 days or such shorter period as may be required to retain the AAAm rating from Standard & Poor s. When calculating the weighted average maturity of investments, the maturity of a floating rate instrument shall be deemed to be its next interest readjustment date. The weighted average life of the US Dollar Fund s investments will not exceed 120 days. When calculating the weighted average life, the maturity of a floating rate instrument shall be deemed to be its final legal maturity. The US Dollar Fund may invest up to 10% of its net assets in other collective investment schemes which are short term money market funds whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the US Dollar Fund may not invest in other Funds M

133 of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the US Dollar Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. The US Dollar Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the US Dollar Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The US Dollar Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The US Dollar Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The US Dollar Fund may also have ancillary liquid assets such as bank deposits. For the purposes of the Central Bank Notices, the US Dollar Fund is a short-term money market fund. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the US Dollar Fund may invest in financial derivative instruments dealt in an exchange/market market specified in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the US Dollar Fund with an appropriate level of risk, taking into account the risk profile of the US Dollar Fund as described in this Supplement and the risk diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the US Dollar Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the US Dollar Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the US Dollar Fund in accordance with the investment policy of the US Dollar Fund. Such swaps will be M

134 employed in order to generate additional capital or income for the US Dollar Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the US Dollar Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The US Dollar Fund will employ the commitment approach to assess the US Dollar Fund s global exposure and to ensure that the US Dollar Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The US Dollar Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the US Dollar Fund. Under the Regulations, the US Dollar Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the US Dollar Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a M

135 premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the US Dollar Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAm rating from Standard & Poor s for the US Dollar Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the US Dollar Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the US Dollar Fund s published objectives. The Directors intend to operate the US Dollar Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. The US Dollar Fund is an investment fund and not a banking product and whilst preservation of capital is a major component of the objective of the US Dollar Fund it is not guaranteed. Neither Insight nor any other BNYM group company will provide capital support for the US Dollar Fund in the event of any capital loss arising within the US Dollar Fund. References to "Insight" in this paragraph include the Investment Manager (which is also the Promoter of the M

136 Company) and the Investment Adviser, which entities are part of The Bank of New York Mellon Corporation (BNYM). Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the US Dollar Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the US Dollar Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the US Dollar Fund s investment objective. The US Dollar Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions M

137 held by the US Dollar Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the US Dollar Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. Although it is intended to maintain a stable Net Asset Value per Class 1, 2, 3 and 5 Share in the US Dollar Fund, there can be no assurance that a stable Net Asset Value per Share will be maintained. The value of the US Dollar Fund may be affected by the creditworthiness of issuers of the US Dollar Fund s investments and, notwithstanding the policy of the US Dollar Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the US Dollar Fund is suitable for professional investors seeking stability of capital and daily liquidity with an income which is comparable to short dated money market interest rates. Dividend Policy Class 1, Class 2, Class 3 and Class 5 Shares are Stable Net Asset Value Shares. The Directors intend to declare all net income of the US Dollar Fund attributable to the Class 1, Class 2, Class 3 and Class 5 Shares on each Dealing Day as a dividend to Class 1, Class 2, Class 3 and Class 5 Shareholders on the register of members as at the close of business on the relevant Dealing Day in an attempt to stabilise the Net Asset Value per Share of each class at US$ Dividends will be declared daily and payable monthly on or about the second Business Day of each following month. For this purpose, net income (from the time immediately preceding determination thereof) shall consist of interest and dividends earned by the US Dollar Fund and attributable to the Class 1, Class 2, Class 3 and Class 5 Shares and realised and unrealised profits on the disposal/valuation of investments as may be lawfully distributed less realised and unrealised losses (including fees and expenses) of the US Dollar Fund which are attributable to the Class 1, Class 2, Class 3 and Class 5 Shares. Dividends payable to Class 1, Class 2, Class 3 and Class 5 Shareholders will be re-invested each month by subscription for additional Shares of the same class in the US Dollar Fund unless Shareholders specifically request that dividends be paid by electronic transfer. Different levels of dividend may be declared and paid on each class of Shares. Additional Shares will be issued to Shareholders at a price calculated in the same way as for other issues of the relevant class of Share on the same date. There is no minimum of such further Shares which may be so subscribed. In the case of Class 1, Class 2, Class 3 and Class 5 Shareholders who request the repurchase of part of their Shares, the payment to them of accrued dividends on those Shares will, if the date of repurchase is other than the second Business Day of any month, be made (together with the dividend entitlement on the balance of the Shareholder's holding of Shares) on the second M

138 Business Day of the next month following the repurchase. In the case of Class 1, Class 2, Class 3 and Class 5 Shareholders who request the repurchase of all of their Shares, and the payment to them of accrued dividends, such dividends declared up to but not including the Dealing Day on which repurchase is effected will be paid to the Shareholder with the repurchase proceeds. Class 4 Shares are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to Class 4 Shares shall be retained within the US Dollar Fund and the value of the Class 4 Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period for Class 1 Shares Initial Issue Price for Class 1 Shares Issue Price for Class 2 Shares, Class 3 Shares, Class 4 Shares and Class 5 Shares From 9.00 a.m. on 26 January 2015 to 5.00 p.m. on 26 June 2015 (as may be shortened or extended by the Directors and notified to the Central Bank). After the Initial Offer Period for such Class they will be continuously available for subscriptions. US$1.00 per Share of the relevant Class. Ongoing Net Asset Value per Share of the relevant Class. The US Dollar Fund employs specific investment policies and procedures designed to maintain a constant Net Asset Value of US$1.00 per Class 2 Shares, Class 3 Shares and Class 5 Shares. However, there can be no assurance that a constant Net Asset Value will be maintained on a continuing basis. The issue price of Class 4 Shares is the ongoing Net Asset Value per Share. Base Currency Borrowing Limits Business Day and Dealing Day US Dollar 10% of the Net Asset Value of the US Dollar Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London and the United States are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 1 Stable Net Asset Value US$ 150,000 US$ 15,000 US$ 75,000 Class 2 Stable Net Asset Value Discretionary Discretionary Discretionary M

139 Class 3 Stable Net Asset Value US$ 5,000,000 US$ 15,000 US$ 5,000,000 Class 4 Accumulation US$ 75,000 US$ 15,000 US$ 75,000 Class 5 Stable Net Asset Value US$1,000,000 US$10,000 US$1,000,000 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 Shares are only available to investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 2 p.m. (Irish time) on each Dealing Day or such earlier time as may be dictated by the closure of relevant exchanges and/or markets on the Dealing Day. Class 1, Class 2, Class 3 and Class 5 Shares Cleared funds must have been received and accepted by the Administrator before the Dealing Deadline for the relevant Dealing Day unless otherwise approved by the Directors and provided payment is received before the relevant Valuation Point. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the same Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant duly signed repurchase documentation. Class 4 Shares Cleared funds must have been received and accepted by the Administrator by close of business on the Business Day after the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder s risk and expense on the Business Day after the relevant Dealing Day (and in any event no later than ten Business Days) after the M

140 receipt of the relevant duly signed repurchase documentation. Valuation Point 4 p.m. (Irish time) on each Dealing Day. Charges and Expenses The total annual charges and expenses of the US Dollar Fund are based on the percentage of the Net Asset Value of the US Dollar Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the US Dollar Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the US Dollar Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the US Dollar Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the US Dollar Fund will be as follows:- Class of Shares Class 1 Class 2 Class 3 Class 4 Class 5 Annual Charges and Expenses up to 0.20% per annum of the Net Asset Value of the US Dollar Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the US Dollar Fund attributable to the Class 2 Shares. up to 0.10% per annum of the Net Asset Value of the US Dollar Fund attributable to the Class 3 Shares. up to 0.25% per annum of the Net Asset Value of the US Dollar Fund attributable to the Class 4 Shares. up to 0.15% per annum of the Net Asset Value of the US Dollar Fund attributable to the Class 5 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the US Dollar Fund. Further details of the charges and expenses to be borne by the US Dollar Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the US Dollar Fund in accordance with the above provisions daily. M

141 Listing The Class 2 Shares, Class 3 Shares, Class 4 Shares and Class 5 Shares of the US Dollar Fund were admitted to the Official List and trading on the Main Market of the Irish Stock Exchange on 21 March 2005, 13 October 2005, 24 August 2005 and 4 September 2007 respectively. Application has been made to the Irish Stock Exchange for the Class 1 Shares of the US Dollar Fund to be admitted to the Official List of the Irish Stock Exchange. It is expected that admission will become effective on or about the end of the Initial Offer Period for such Shares. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF EUR Cash Fund 3. ILF GBP Liquidity Plus Fund 4. ILF USD Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

142 Insight Liquidity Funds p.l.c. Supplement dated 21 October 2013 to the Prospectus for ILF USD Liquidity Plus Fund This Supplement contains specific information in relation to ILF USD Liquidity Plus Fund (the USD Liquidity Plus Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

143 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING... 9 CHARGES AND EXPENSES MISCELLANEOUS M

144 Investment Objective and Policies Investment Objective The investment objective of the USD Liquidity Plus Fund is to provide investors with stability of capital and income through investment in short term fixed income and variable rate securities. Investment Policy In pursuit of its investment objective the USD Liquidity Plus Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the US) for US Dollar denominated instruments, including securities, instruments and obligations issued or guaranteed by the US government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both US and non-us issuers and unless stated otherwise will be denominated in US Dollar or fully hedged into US Dollars. The USD Liquidity Plus Fund may invest in financial derivative instruments which will be used solely for the purpose of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively US markets) and will be subject to the restrictions set out in the Prospectus. US Government Securities - US Treasury bills and notes which are freely transferable and supported by the full faith and credit of the United States. Debt securities issued by the US government sponsored enterprises, agencies and instrumentalities including, but not limited to, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal National Home Loan Bank. Such securities may also include debt securities (such as bond and notes) issued by international organisations designated or supported by multiple governmental entities such as the International Bank for Reconstruction and Development. Government agency securities are not direct obligations of the US Treasury but involve various forms of US government sponsorship or guarantees. The US government is not obligated to provide financial support to any of the above. Non-US Government Sovereign Bonds Bonds denominated in US Dollars which are issued or guaranteed by one or more non-us sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-us sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or M

145 other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the USD Liquidity Plus Fund will be denominated in US Dollars but may also be denominated in Euro or Sterling, provided it is fully hedged back to US Dollars. It is intended that investments will have at the time of purchase a short term credit rating of at least A1 and/or a long term credit rating of at least A (or in each case its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The USD Liquidity Plus Fund will invest in securities, instruments and obligations with remaining maturities of five years or less, save in the case of FRNs issued by issuers with a credit quality deemed appropriate by the Investment Manager and which is within the guidelines laid down from time to time by Standard & Poor s or any other rating agency for a Fund of this nature, in which case the expected remaining term to maturity from the date of purchase shall not exceed ten years. Investments in FRNs with an expected maturity exceeding five years shall not exceed 10% of the net assets of the USD Liquidity Plus Fund and exposure to each issuer of such FRNs shall be limited to 10% of the net assets of the USD Liquidity Plus Fund. The weighted average maturity of the USD Liquidity Plus Fund s portfolio will be maintained at no more than one year or such other period as may be required to retain the AAAf/S1 rating from Standard & Poor s. The USD Liquidity Plus Fund may invest up to 10% of its net assets in other collective investment schemes whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the USD Liquidity Plus Fund may not invest in the Funds of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the USD Liquidity Plus Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and M

146 the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. The USD Liquidity Plus Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the USD Liquidity Plus Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The USD Liquidity Plus Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The USD Liquidity Plus Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The USD Liquidity Plus Fund may also have ancillary liquid assets such as bank deposits. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the USD Liquidity Plus Fund may invest in financial derivative instruments dealt in an exchange/market market specified in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the USD Liquidity Plus Fund with an appropriate level of risk, taking into account the risk profile of the USD Liquidity Plus Fund as described in this Supplement and the risk diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the USD Liquidity Plus Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the USD Liquidity Plus Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the USD Liquidity Plus Fund in accordance with the investment policy of the USD Liquidity Plus Fund. Such swaps will be employed in order to generate additional capital or income for the USD Liquidity Plus Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the USD Liquidity Plus Fund. The Company will, M

147 on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The USD Liquidity Plus Fund will employ the commitment approach to assess the USD Liquidity Plus Fund s global exposure and to ensure that the USD Liquidity Plus Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The USD Liquidity Plus Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the USD Liquidity Plus Fund. Under the Regulations, the USD Liquidity Plus Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the USD Liquidity Plus Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a predetermined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps M

148 An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the USD Liquidity Plus Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAf/S1 rating from Standard & Poor s for the USD Liquidity Plus Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the USD Liquidity Plus Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the USD Liquidity Plus Fund s published objectives. The Directors intend to operate the USD Liquidity Plus Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the USD Liquidity Plus Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the USD Liquidity Plus Fund could M

149 experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the USD Liquidity Plus Fund s investment objective. The USD Liquidity Plus Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the USD Liquidity Plus Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the USD Liquidity Plus Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. The value of the USD Liquidity Plus Fund may be affected by the creditworthiness of issuers of the USD Liquidity Plus Fund s investments and, notwithstanding the policy of the USD Liquidity Plus Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. M

150 Profile of a Typical Investor Investment in the USD Liquidity Plus Fund is suitable for professional investors seeking stability of capital and income with a low sensitivity to changing market conditions. Dividend Policy Class 1, Class 2, Class 3 and Class 4 Shares available are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the USD Liquidity Plus Fund and the value of the Shares shall rise accordingly. Class 5 Shares are Distributing Shares and accordingly it is the intention that dividends will be distributed on the last day of every month from the net income attributable to Class 5 Shares. It is intended to distribute all such net income that is eligible for distribution. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period for From 9.00am on 22 October 2013 to 5.00pm on 22 April 2014 Class 1, Class 2, Class 3, (as may be shortened or extended for each class of Shares by the Class 4 and Class 5 Shares Directors and notified to the Central Bank). After the Initial Offer Period for each such class, the Shares will be continuously available for subscription. Initial Issue Price Base Currency Borrowing Limits Business Day and Dealing Day US$1.00 per Share of each class. US Dollar 10% of the Net Asset Value of the USD Liquidity Plus Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London and the United States are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Accumulating Shares Class 1 US$150,000 US$15,000 US$75,000 Class 2 Discretionary Discretionary Discretionary Class 3 US$1,000,000 US$10,000 US$1,000,000 Class 4 US$75,000 US$15,000 US$75,000 Distributing Shares Class 5 US$1,000,000 US$10,000 US$1,000,000 M

151 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 4 p.m (Irish time) on the Business Day which is four days prior to the relevant Dealing Day. Cleared funds must be received and accepted by the Administrator on the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed repurchase documentation. Valuation Point Charges and Expenses 8:00 a.m. on relevant exchanges and/or markets on each Dealing Day. The total annual charges and expenses of the USD Liquidity Plus Fund are based on the percentage of the Net Asset Value of the USD Liquidity Plus Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the USD Liquidity Plus Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the USD Liquidity Plus Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the USD Liquidity Plus Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the USD Liquidity Plus Fund will be as follows:- Class of Shares Annual Charges and Expenses M

152 Class 1 Class 2 Class 3 Class 4 Class 5 up to 0.20% per annum of the Net Asset Value of the USD Liquidity Plus Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the USD Liquidity Plus Fund attributable to the Class 2 Shares. up to 0.15% per annum of the Net Asset Value of the USD Liquidity Plus Fund attributable to the Class 3 Shares. up to 0.30% per annum of the Net Asset Value of the USD Liquidity Plus Fund attributable to the Class 4 Shares. up to 0.15% per annum of the Net Asset Value of the USD Liquidity Plus Fund attributable to the Class 5 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the USD Liquidity Plus Fund. Further details of the charges and expenses to be borne by the USD Liquidity Plus Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the USD Liquidity Plus Fund in accordance with the above provisions daily. Listing Application has been made to the Irish Stock Exchange for the Class 1, Class 2, Class 3, Class 4 and Class 5 Shares of the USD Liquidity Plus Fund to be admitted to the Official List and trading on the Main Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the end of the Initial Offer Period for each such class. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF EUR Cash Fund 4. ILF GBP Liquidity Plus Fund 5. ILF EUR Short Duration Bond Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

153 Insight Liquidity Funds p.l.c. Supplement dated 21 October 2013 to the Prospectus for ILF EUR Short Duration Bond Fund This Supplement contains specific information in relation to ILF EUR Short Duration Bond Fund (the EUR Short Duration Bond Fund), a fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

154 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING... 9 CHARGES AND EXPENSES MISCELLANEOUS M

155 Investment Objective and Policies Investment Objective The investment objective of the EUR Short Duration Bond Fund is to generate a return for investors by investing principally in Euro denominated fixed interest securities issued by the Eurozone governments. Investment Policy In pursuit of its investment objective the EUR Short Duration Bond Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the Eurozone) for Euro denominated instruments, including securities, instruments and obligations issued or guaranteed by the Eurozone governments or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both Eurozone and non-eurozone issuers and will unless stated otherwise below be denominated in Euro or fully hedged into Euro. The EUR Short Duration Bond Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus and will be subject to the restrictions set out in the Prospectus. Government Bonds Fixed interest securities issued by the governments of Member States (whether or not part of the Eurozone). Government T-Bills (Eurozone) Short-term securities issued by the governments of Member States (whether or not part of the Eurozone). Government(ex-Eurozone) Sovereign Bonds Bonds denominated in Euro which are issued or guaranteed by one or more sovereign governments outside the Eurozone or by any of their political sub-divisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the European Central Bank, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. M

156 Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the EUR Short Duration Bond Fund will be denominated in Euro but may also be denominated in Sterling or US Dollars, provided it is fully hedged back to Euro. It is intended that investments will at the time of purchase have a short term credit rating of at least A1 and/or a long term credit rating of A (or in each case its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The weighted average maturity of the EUR Short Duration Bond Fund s portfolio will be maintained at no more than 5 years or such other period as may be required to retain the AAAf/S2 rating from Standard & Poor s. The EUR Short Duration Bond Fund may invest up to 10% of its net assets in other collective investment schemes whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the EUR Short Duration Bond Fund may not invest in other Funds of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the EUR Short Duration Bond Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. The EUR Short Duration Bond Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the EUR Short Duration Bond Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The EUR Short Duration M

157 Bond Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The EUR Short Duration Bond Fund may also lend its securities to brokers, dealers and other financial organisations, through stock lending arrangements, in accordance with normal market practice. The EUR Short Duration Bond Fund may also have ancillary liquid assets such as bank deposits. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the EUR Short Duration Bond Fund may invest in financial derivative instruments dealt in an exchange/market market specified in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the EUR Short Duration Bond Fund with an appropriate level of risk, taking into account the risk profile of the EUR Short Duration Bond Fund as described in this Supplement and the risk diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the EUR Short Duration Bond Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the EUR Short Duration Bond Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the EUR Short Duration Bond Fund in accordance with the investment policy of the EUR Short Duration Bond Fund. Such swaps will be employed in order to generate additional capital or income for the EUR Short Duration Bond Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the EUR Short Duration Bond Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The EUR Short Duration Bond Fund will employ the commitment approach to assess the EUR Short Duration Bond Fund s global exposure and to M

158 ensure that the EUR Short Duration Bond Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The EUR Short Duration Bond Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the EUR Short Duration Bond Fund. Under the Regulations, the EUR Short Duration Bond Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the EUR Short Duration Bond Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with M

159 one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the EUR Short Duration Bond Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAf/S2 rating from Standard & Poor s for the EUR Short Duration Bond Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the EUR Short Duration Bond Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the EUR Short Duration Bond Fund s published objectives. The Directors intend to operate the EUR Short Duration Bond Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. Where the EUR Short Duration Bond Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the EUR Short Duration Bond Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly M

160 as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the EUR Short Duration Bond Fund s investment objective. The EUR Short Duration Bond Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the EUR Short Duration Bond Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the EUR Short Duration Bond Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. The value of the EUR Short Duration Bond Fund may be affected by the creditworthiness of issuers of the EUR Short Duration Bond Fund s investments and, notwithstanding the policy of the EUR Short Duration Bond Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. M

161 Profile of a Typical Investor Investment in the EUR Short Duration Bond Fund is suitable for professional investors with medium term reserves seeking a return from investment in bonds. Dividend Policy The Shares available are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the EUR Short Duration Bond Fund and the value of the Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period Initial Issue Price Base Currency Borrowing Limits Business Day and Dealing Day From 9.00 a.m. on 22 October 2013 to 5.00 p.m. on 22 April 2014 (as may be shortened or extended by the Directors for each class of Share and notified to the Central Bank). After the Initial Offer Period for each such class, the EUR Short Duration Bond Fund will be continuously open for subscriptions per Share of each class. Euro 10% of the Net Asset Value of the EUR Short Duration Bond Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London and Dublin are open for normal business with the exception of a Saturday or Sunday and 1 May in each year. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 1 150,000 15,000 75,000 Class 2 Discretionary Discretionary Discretionary Class 3 1,000,000 10,000 1,000,000 Class 4 75,000 15,000 75,000 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum M

162 Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 4 p.m. (Irish time) on the Business Day which is four days prior to the relevant Dealing Day. Cleared funds must be received and accepted by the Administrator on the relevant Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the Dealing Day (and in any event no later than ten Business Days) after the receipt of the relevant duly signed repurchase documentation. Valuation Point Charges and Expenses 8:00 a.m. on the relevant exchanges and/or markets on each Dealing Day. The total annual charges and expenses of the EUR Short Duration Bond Fund are based on the percentage of the Net Asset Value of the EUR Short Duration Bond Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the EUR Short Duration Bond Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the EUR Short Duration Bond Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the EUR Short Duration Bond Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the EUR Short Duration Bond Fund will be as follows:- Class of Shares Class 1 Class 2 Class 3 Annual Charges and Expenses up to 0.25% per annum of the Net Asset Value of the EUR Short Duration Bond Fund attributable to the Class 1 Shares. up to 0.10% per annum of the Net Asset Value of the EUR Short Duration Bond Fund attributable to the Class 2 Shares. up to 0.20% per annum of the Net Asset Value of the EUR Short Duration Bond Fund attributable to the Class 3 Shares. M

163 Class 4 up to 0.35% per annum of the Net Asset Value of the EUR Short Duration Bond Fund attributable to the Class 4 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the EUR Short Duration Bond Fund. Further details of the charges and expenses to be borne by the EUR Short Duration Bond Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the EUR Short Duration Bond Fund in accordance with the above provisions daily. Listing Application has been made to the Irish Stock Exchange for the Class 1, Class 2, Class 3 and Class 4 Shares of the EUR Short Duration Bond Fund to be admitted to the Official List and Trading on the Main Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the end of the Initial Offer Period for each such class. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF EUR Cash Fund 4. ILF GBP Liquidity Plus Fund 5. ILF USD Liquidity Plus Fund 6. ILF USD Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M

164 Insight Liquidity Funds p.l.c. Supplement dated 21 October 2013 to the Prospectus for ILF USD Short Duration Bond Fund This Supplement contains specific information in relation to ILF USD Short Duration Bond Fund (the USD Short Duration Bond Fund), a Fund of Insight Liquidity Funds p.l.c. (the Company) an umbrella type open-ended investment company with variable capital and segregated liability between Funds authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in conjunction with the general description of the Company contained in the Prospectus of the Company dated 21 October 2013 (the Prospectus). The Directors of the Company whose names appear under Directors of the Company in the Prospectus, accept responsibility for the information contained in the Prospectus and this Supplement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. Words and expressions defined in the Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement. M

165 Table of contents INVESTMENT OBJECTIVE AND POLICIES... 3 INVESTMENT RESTRICTIONS... 5 USE OF FINANCIAL DERIVATIVE INSTRUMENTS 5 RATING AWARD... 7 RISK FACTORS... 7 DIVIDEND POLICY... 9 KEY INFORMATION FOR PURCHASING AND REPURCHASING... 9 CHARGES AND EXPENSES MISCELLANEOUS M

166 Investment Objective and Policies Investment Objective The investment objective of the USD Short Duration Bond Fund is to generate a return for investors by investing principally in US Dollar denominated fixed interest securities issued by the US government. Investment Policy In pursuit of its investment objective the USD Short Duration Bond Fund may invest in a broad range of liquid securities, instruments and obligations which may be available in the prevailing markets (both within and outside the US) for US Dollar denominated instruments, including securities, instruments and obligations issued or guaranteed by the US government or other sovereign governments or their agencies and securities, instruments and obligations issued by supranational or public international bodies, banks, corporates or other commercial issuers. These types of securities, instruments and obligations are described below and may be issued by both US and non-us issuers and will unless stated otherwise below be denominated in US Dollar or fully hedged into US Dollar. The USD Short Duration Bond Fund may invest in financial derivative instruments which will be used solely for the purposes of efficient portfolio management. Investments will be made on the exchanges and markets listed in Appendix II of the Prospectus (primarily but not exclusively US markets) and will be subject to the restrictions set out in the Prospectus. US Government Securities - US Treasury bills and notes which are freely transferable and supported by the full faith and credit of the United States. Debt securities issued by the US government sponsored enterprises, agencies and instrumentalities including, but not limited to, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Federal National Home Loan Bank. Such securities may also include debt securities (such as bond and notes) issued by international organisations designated or supported by multiple governmental entities such as the International Bank for Reconstruction and Development. Government agency securities are not direct obligations of the US Treasury but involve various forms of US government sponsorship or guarantees. The US government is not obligated to provide financial support to any of the above. Non-US Government Sovereign Bonds Bonds denominated in US Dollars which are issued or guaranteed by one or more non-us sovereign governments or by any of their political subdivisions, agencies or instrumentalities. Bonds of such political sub-divisions, agencies or instrumentalities are often, but not always, supported by the full faith and credit of the relevant non-us sovereign government. Supranational Bonds Debt obligations issued or guaranteed by supranational entities and public international bodies including international organisations designated or supported by governmental entities to promote economic reconstruction or development and international banking institutions and related government agencies including the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank, the International Monetary Fund, the European Investment Bank, the International Bank for Reconstruction and Development (the World Bank) (collectively Supranational Entities ). M

167 Asset Backed Securities ( ABSs ) are securities issued by corporations including banks or other entities (including public and local authorities) which are collateralised by mortgages, charges or other debt obligations or rights to receivables. ABSs are normally issued in a number of different classes with different characteristics such as credit quality and term. Certificates of Deposit Negotiable interest-bearing debt instruments with a specific maturity. Certificates of deposit are issued by banks, building societies and other financial institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Floating Rate Notes ( FRNs ) FRNs are debt securities issued by banks, building societies and other financial institutions with a variable interest rate. The interest rate payable on FRNs may be reset periodically by reference to some independent interest rate index or according to a prescribed formula. Short and Medium Term Obligations Debt obligations, notes, debentures or bonds including but not limited to certificates of deposit, commercial paper, floating rate notes or short dated fixed rate bonds or any other type of debt instrument which are transferable securities listed or traded on Recognised Exchanges. Commercial Paper Unsecured short-term promissory notes issued by corporations and other entities with maturities varying from a few days to nine months and which are readily transferable. Commercial paper acquired by the USD Short Duration Bond Fund will be denominated in US Dollars but may also be denominated in Sterling or Euro, provided it is fully hedged back to US Dollars. It is intended that investments will have at the time of purchase a short term credit rating of at least A1 and/or a long term credit rating of at least A (or in each case its equivalent) from a recognised rating agency such as Standard & Poor s or be deemed by the Investment Adviser to be of equivalent quality. The weighted average maturity of the USD Short Duration Bond Fund s portfolio will be maintained at no more than 5 years or such other period as may be required to retain the AAAf/S2 rating from Standard & Poor s. The USD Short Duration Bond Fund may invest up to 10% of its net assets in other collective investment schemes whether constituted as UCITS or non UCITS, which schemes may be domiciled in Ireland, Luxembourg, Jersey or other recognised fund domiciles and the assets of which may be managed by the Investment Manager (including other Funds of the Company provided that the USD Short Duration Bond Fund may not invest in other Funds of the Company which themselves invest in other Funds of the Company). The Company may on behalf of the USD Short Duration Bond Fund enter into stocklending/repurchase/reverse repurchase agreements provided that it is within the condition and the limits laid down by the Central Bank. Such transactions would be entered into for efficient portfolio management purposes only. The USD Short Duration Bond Fund under a reverse repurchase agreement would acquire securities from a seller (for example, a bank or securities dealer) who agrees, at the time of M

168 sale, to repurchase the security at a mutually agreed upon date and price, thereby determining the yield to the USD Short Duration Bond Fund during the term of the repurchase agreement. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. The USD Short Duration Bond Fund may enter into repurchase agreements under which it sells a security and agrees to repurchase it at a mutually agreed upon date and price. The USD Short Duration Bond Fund may also lend its securities to brokers, dealers and other financial organisations, through stock-lending arrangements, in accordance with normal market practice. The USD Short Duration Bond Fund may also have ancillary liquid assets such as bank deposits. Investment Restrictions The general investment restrictions as set out in the Prospectus shall apply. The Directors may, from time to time, impose such further investment restrictions as shall be compatible with or in the interests of Shareholders, in order to comply with the laws and regulations of the countries where Shareholders are located. Use of Financial Derivative Instruments Subject to the Regulations and to the conditions and limits laid down by the Central Bank from time to time, the USD Short Duration Bond Fund may invest in financial derivative instruments dealt in an exchange/market market specified in Appendix II of the Prospectus and/or over the counter derivatives (OTCs) which will be used solely for the purposes of efficient portfolio management. The term efficient portfolio management refers to transactions that are entered into with the aim of reducing risk, reducing cost or generating additional capital for the USD Short Duration Bond Fund with an appropriate level of risk, taking into account the risk profile of the USD Short Duration Bond Fund as described in this Supplement and the risk diversification rules set out in the Central Bank Notices. The financial derivative instruments in which the USD Short Duration Bond Fund may invest are forward foreign exchange contracts, exchange rate swap contracts, interest rate swap contracts, futures contracts and call and put options. The purpose of investing in these financial derivative instruments is to seek to hedge against exchange rate risk. Where the USD Short Duration Bond Fund uses interest rate swaps or exchange rate swaps, it will be to alter the interest rate or currency exposure characteristics, respectively, of transferable securities held by the USD Short Duration Bond Fund in accordance with the investment policy of the USD Short Duration Bond Fund. Such swaps will be employed in order to generate additional capital or income for the USD Short Duration Bond Fund with no, or an acceptably low level of risk and will at all times be fully covered. Investments in financial derivative instruments are made subject to the conditions and limits laid down by the Central Bank. Before investing in a financial derivative instrument, the Company shall file with the Central Bank a risk management process report in respect of the USD Short Duration Bond Fund. The Company will, on request, provide supplementary information to Shareholders relating to the risk management methods employed, including the quantitative limits that are applied and any M

169 recent developments in the risk and yield characteristics of the main categories of investments in financial derivative instruments. The USD Short Duration Bond Fund will employ the commitment approach to assess the USD Short Duration Bond Fund s global exposure and to ensure that the USD Short Duration Bond Fund s use of financial derivative instruments is within the limits specified by the Central Bank. Global exposure will be calculated daily. The USD Short Duration Bond Fund may be leveraged through the use of financial derivative instruments up to 100% of the Net Asset Value of the USD Short Duration Bond Fund. Under the Regulations, the USD Short Duration Bond Fund may invest in the foregoing financial derivative instruments subject to the following terms and conditions:- (1) The global exposure of the USD Short Duration Bond Fund relating to derivative instruments must not exceed the total net asset value of its portfolio of assets; (2) The position exposure to the underlying assets of financial derivative instruments, including embedded financial derivative instruments in transferable securities or money market instruments, when combined where relevant with positions resulting from direct investments, must not exceed in aggregate the investment limits specified under the heading Investment Restrictions in the Prospectus. (3) Investments in OTCs may be made provided that the counterparties to OTCs are institutions subject to prudential supervision and belonging to categories approved by the Central Bank. Futures Futures are contracts to buy or sell a standard quantity of a specific asset (or, in some cases, receive or pay cash based on the performance of an underlying asset, instrument or index) at a pre-determined future date and at a price agreed through a transaction undertaken on an exchange. Futures contracts allow investors to hedge against market risk or gain exposure to the underlying market. Since these contracts are marked-to-market daily, investors can, by closing out their position, exit from their obligation to buy or sell the underlying assets prior to the contract s delivery date. Frequently using futures to achieve a particular strategy instead of using the underlying or related security or index, results in lower transaction costs being incurred. Options There are two forms of options, put and call options. Put options are contracts sold for a premium that gives one party (the buyer) the right, but not the obligation, to sell to the other party (the seller) of the contract, a specific quantity of a particular product or financial instrument at a specified price. Call options are similar contracts sold for a premium that gives the buyer the right, but not the obligation, to buy from the seller of the option at a specified price. Options may also be cash settled. Interest Rate Swaps M

170 An interest rate swap is an agreement negotiated between two parties to exchange interest rate cash flows, calculated on a notional amount, at specified dates during the life of the swap. The notional amount is used only to determine the payments under the swap and is not exchanged. The payment obligation of each party is calculated using a different interest rate, typically with one party paying a floating interest rate in return for receiving a fixed interest rate, either at regular intervals during the life of the swap or at the maturity of the swap Exchange Rate Swap Contracts An exchange rate swap contract is an agreement negotiated between two parties to exchange the return on cash for the return on varying currencies. Forward Foreign Exchange Contracts A forward contract locks-in the price at which an index or asset may be purchased or sold on a future date. In currency forward contracts, the contract holders are obligated to buy or sell the currency at a specified price, at a specified quantity and on a specified future date. Forward FX contracts may be used for the most part for hedging purposes to seek to reduce foreign exchange risk where the assets of the USD Short Duration Bond Fund are denominated in currencies other than the Base Currency but may also be used to take views on the direction of currency movements. Rating Award The Company has obtained an AAAf/S2 rating from Standard & Poor s for the USD Short Duration Bond Fund. When awarding these ratings Standard & Poor s take into account, inter alia, the USD Short Duration Bond Fund's portfolio quality, its counterparties and management, operating procedures and controls, regulatory compliance and market price risk relative to the USD Short Duration Bond Fund s published objectives. The Directors intend to operate the USD Short Duration Bond Fund in accordance with Standard & Poor s requirements to maintain the rating award. Risk Factors The general risk factors as set out in the Prospectus shall apply. Derivative Risk Derivatives (such as swaps) are highly specialised instruments that require investment techniques and risk analyses different from those associated with equities and debt securities. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and the ability to assess the risk that a derivative transaction adds to a portfolio. There can be no guarantee or assurance that the use of derivatives will meet or assist in meeting the investment objectives of a Fund. M

171 Where the USD Short Duration Bond Fund enters into derivative techniques, it will be exposed to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the USD Short Duration Bond Fund could experience delays in liquidating the position and may incur significant losses. There is also a possibility that ongoing derivative transactions will be terminated unexpectedly as a result of events outside the control of the Investment Manager or Investment Adviser, for instance, bankruptcy, supervening illegality or a change in the tax or accounting laws relative to those transactions at the time the agreement was originated. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilising standardised documentation. As a result, the swap market has become liquid but there can be no assurance that a liquid secondary market will exist at any specified time for any particular swap. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, the Investment Manager s or Investment Advisers s use of derivative techniques may not always be an effective means of, and sometimes could be counter-productive to, the USD Short Duration Bond Fund s investment objective. The USD Short Duration Bond Fund may utilise both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps and options for efficient portfolio management. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. FX Transactions Performance may be strongly influenced by movements in FX rates because currency positions held by the USD Short Duration Bond Fund may not correspond with the securities positions held. Legal Risk Legal risk is the risk of loss due to unexpected application of a law or regulation, or because contracts are not legally enforceable or documented correctly in the context of financial derivative instruments. In addition to the general risk factors outlined in the Prospectus, investors should also note that subscription for Shares of the USD Short Duration Bond Fund is not the same as making a deposit with a bank or other deposit taking body and the value of the Shares is not insured or guaranteed. The value of the USD Short Duration Bond Fund may be affected by the M

172 creditworthiness of issuers of the USD Short Duration Bond Fund s investments and, notwithstanding the policy of the USD Short Duration Bond Fund of investing in short term instruments, may also be affected by substantial adverse movements in interest rates. Profile of a Typical Investor Investment in the Fund is suitable for professional investors with medium term reserves seeking a return from investment in bonds. Dividend Policy The Shares available are Accumulation Shares and therefore carry no right to any dividend. The net income attributable to the Shares shall be retained within the USD Short Duration Bond Fund and the value of the Shares shall rise accordingly. KEY INFORMATION FOR PURCHASING AND REPURCHASING Initial Offer Period Initial Issue Price Base Currency Borrowing Limits Business Day and Dealing Day From 9.00 a.m. on 22 October 2013 to 5.00 p.m. on 22 April 2014 (as may be shortened or extended for each class of Shares by the Directors) and notified to the Central Bank. After the Initial Offer Period for each such class, the Shares will be continuously available for subscriptions. US$1.00 per Share of each class. US Dollar. 10% of the Net Asset Value of the USD Short Duration Bond Fund as set out under Borrowing and Lending Powers in the Prospectus. A day on which banks in London and the United States are open for normal business except a Saturday or Sunday. Classes of Shares Minimum Minimum Minimum Initial Additional Holding Subscription Subscription Class 1 $150,000 $15,000 $75,000 Class 2 Discretionary Discretionary Discretionary Class 3 $1,000,000 $10,000 $1,000,000 Class 4 $75,000 $15,000 $75,000 The Directors may for each relevant class of Share waive such minimum initial subscription, minimum holding and minimum additional subscription amounts in their absolute discretion. M

173 In the case of a repurchase request which would have the effect of reducing the value of any holding of Shares by any Shareholder relating to any class of Share below the Minimum Holding amount, the Company reserves the right to treat such request as a redemption of the Shareholder s entire holding. Class 2 Shares are only available to those investors who have a separate investment advisory mandate with The Bank of New York Mellon Corporation or any of its subsidiary companies. Dealing Deadline Settlement Date 4 p.m. (Irish time) on the Business Day which is four days prior to the relevant Dealing Day. Cleared funds must be received and accepted by the Administrator on the Dealing Day unless otherwise approved by the Directors. In the case of repurchases, proceeds will usually be paid by electronic transfer to a specified account at the Shareholder's risk and expense on the Dealing Day (and in any event no later than 10 Business Days) after the receipt of the relevant duly signed repurchase documentation. Valuation Point Charges and Expenses 8:00 a.m. on the relevant exchanges and / or markets on each Dealing Day. The total annual charges and expenses of the USD Short Duration Bond Fund are based on the percentage of the Net Asset Value of the USD Short Duration Bond Fund. These charges and expenses will cover the fees and expenses of the Custodian, the Administrator, the Investment Manager, the Administrative Support Provider, the Distributor and all the other charges and expenses which may be charged against the USD Short Duration Bond Fund which are described under the heading "Charges and Expenses" in the Prospectus. No performance fees will be payable by the USD Short Duration Bond Fund. The Investment Adviser s fees and expenses will be paid by the Investment Manager. The total annual charges and expenses of the USD Short Duration Bond Fund differ for the various classes of Shares. The total annual charges and expenses of each class of Shares in the USD Short Duration Bond Fund will be as follows:- Class of Shares Class 1 Annual Charges and Expenses up to 0.25% per annum of the Net Asset Value of the USD Short Duration Bond Fund attributable to the Class 1 Shares. M

174 Class 2 Class 3 Class 4 up to 0.10% per annum of the Net Asset Value of the USD Short Duration Bond Fund attributable to the Class 2 Shares. up to 0.20% per annum of the Net Asset Value of the USD Short Duration Bond Fund attributable to the Class 3 Shares. up to 0.35% per annum of the Net Asset Value of the USD Short Duration Bond Fund attributable to the Class 4 Shares. These fees will be payable monthly in arrears and be calculated with reference to the daily Net Asset Value of the USD Short Duration Bond Fund. Further details of the charges and expenses to be borne by the USD Short Duration Bond Fund are set out in the Prospectus. There are no preliminary or repurchase or exchange charges. Fees will be calculated and deducted from the assets of the USD Short Duration Bond Fund in accordance with the above provisions daily. Listing Application has been made to the Irish Stock Exchange for the Class 1, Class 2, Class 3 and Class 4 Shares of the USD Short Duration Bond Fund to be admitted to the Official List and trading on the Main Market of the Irish Stock Exchange. It is expected that admission will become effective on or about the end of the Initial Offer Period for each such class. Miscellaneous There are currently seven other Funds of the Company in existence namely; 1. ILF GBP Liquidity Fund 2. ILF USD Liquidity Fund 3. ILF EUR Cash Fund 4. ILF GBP Liquidity Plus Fund 5. ILF USD Liquidity Plus Fund 6. ILF EUR Short Duration Bond Fund 7. ILF GBP Cash Fund New Funds may be created from time to time by the Directors with the prior approval of the Central Bank in which case further Supplements incorporating provisions relating to those Funds will be issued by the Company. M