CYGNUS UCITS FUNDS SUPPLEMENT CYGNUS VALUE FUND. Cygnus Asset Management SGIIC S.A.

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1 CYGNUS UCITS FUNDS An open-ended umbrella unit trust established and 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 (S.I. No. 352 of 2011) as amended. SUPPLEMENT CYGNUS VALUE FUND Cygnus Asset Management SGIIC S.A. Dated 23 December 2015

2 1. IMPORTANT INFORMATION The Directors of the Manager (whose names appear under the heading Management of the Fund The Manager in the Prospectus), accept responsibility for the information contained in this Supplement and the Prospectus. To the best of the knowledge and belief of the Directors (who have taken reasonable care to confirm that such is the case) the information contained in this Supplement and in the Prospectus is in accordance with the facts and does not, in the Directors' judgement, omit anything likely to materially affect the import of such information. The Directors accept responsibility accordingly. This Supplement contains information relating specifically to Cygnus Value Fund (the Sub-Fund ), a subfund of Cygnus UCITS Funds (the Fund ), an open-ended umbrella unit trust authorised by the Central Bank as a UCITS pursuant to the Regulations. This Supplement forms part of and should be read in the context of and in conjunction with the Prospectus for the Fund dated 13 February 2015 (the Prospectus ). An investment in the Sub-Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. As the price of Units in each Sub-Fund may fall as well as rise, the Fund will not be a suitable investment for an investor who cannot sustain a loss on their investment. The Sub-Fund is suitable for both institutional and high net worth individual investors. A typical investor would be any of the aforementioned who is seeking to achieve capital growth over the long term. The Sub-Fund may invest in Derivatives for investment purposes and for hedging and efficient portfolio management purposes. (See Borrowing and Leverage, Leverage below for details of the leverage effect of investing in Derivatives). This may expose the Sub-Fund to particular risks involving derivatives. Please refer to "Derivatives Risk" in the section of the Prospectus entitled "Risk Factors." COO/ / v4 2

3 2. DEFINITIONS Base Currency means Euro; Business Day means any day (other than a Saturday or Sunday) on which commercial banks are open for business in Dublin and Madrid and/or such other day or days as may be determined by the Manager from time to time and as notified to Unitholders in advance; Dealing Day means each Business Day of each week and/or such other day or days as the Manager may in its absolute discretion determine and notify in advance to Unitholders provided that there shall be at least two Dealing Days in each Month (with at least one Dealing Day per two week period); Dealing Deadline means 2.00 pm (Irish time) two (2) Business Days preceding the relevant Dealing Day, or such other time for the relevant Dealing Day as may be determined by the Manager and notified in advance to Unitholders provided always that the Dealing Deadline is no later than the Valuation Point.; Equity and Equity Related Securities includes but is not limited to equities, depositary receipts, preferred shares, equity linked notes (unleveraged debt securities linked to the performance of equities), warrants (not more than 5% of the Sub-Fund s Net Asset Value), convertible securities (such as convertible preference shares, share purchase rights and bonds convertible into common or preferred shares). Settlement Date in respect of subscriptions and redemptions respectively shall have the meaning outlined in the section entitled "Key Information for Buying and Selling Units" below; Valuation Point means the close of business in the relevant market where assets are listed or traded on the Business Day preceding the relevant Dealing Day by reference to which the Net Asset Value per Unit of the Sub-Fund is determined provided such point will in no case precede the close of business in the relevant market that closes first on the relevant Dealing Day. All other defined terms used in this Supplement shall have the same meaning as in the Prospectus. COO/ / v4 3

4 3. INFORMATION ON THE SUB-FUND 3.1 Investment Objective, Investment Policies and Investment Strategy Investment Objective: The investment objective of the Sub-Fund is to target capital growth over the long term. There can be no assurance that the Sub-Fund will achieve its investment objective Investment Policies: The Sub-Fund intends to achieve its investment objective by investing primarily in a diversified portfolio of transferable Equity and (where considered by the Manager to be necessary or appropriate) Equity Related Securities. The Equity and Equity-Related Securities in which the Sub-Fund may invest will generally be listed on recognised exchanges in the EU and to a lesser extent, in other recognised exchanges globally (within the list in Appendix II of the Prospectus). Although the Sub-Fund will primarily have an EU investment focus, it will not be confined to any geographical region when making its investments and may invest up to 30% in emerging markets. The Sub-Fund aims to achieve attractive risk adjusted returns in the European energy markets by investing in shares of companies focussed in the traditional electricity, oil, gas, water, infrastructure sectors, as well as companies involved in renewable energy such as wind and solar power generators and manufacturers. The Sub-Fund's investments will reflect the Manager's assessment of the potential opportunities and risks in various markets identified using the Manager's fundamental analysis and methodology outlined in section below. For further details, please see the Investment Strategy section below. Ancillary to the core focus of the Sub-Fund's investment policy (as described above), the Sub-Fund may use the following Derivatives for investment purposes and/or efficient portfolio management purposes: swaps, options, forwards, equity futures and index futures. See Use of Derivatives and Efficient Portfolio Management Techniques below for a description of the Derivatives. The Sub-Fund may also hold ancillary liquid assets. The Manager may also engage in additional cash management strategies, pending investment, or if this is considered appropriate to the investment objective, invest on a short term basis in cash, cash equivalents and Money Market Instruments (including, but not limited to, U.S. treasury bills, investment grade corporate bonds, cash deposits, commercial paper, short term money market deposits and certificates of deposit), sub-sovereign bonds (municipal bonds) which may be rated or unrated, fixed rate or floating rate and will be issued or guaranteed by member states of the EEA and its local authorities or the U.S. government, and supranational bonds issued by public international bodies (of which one or more of the EEA member states are members), exchange traded funds or other collective investment schemes. Any investment in collective investment schemes/ exchange traded funds shall not exceed in aggregate 10% of the Net Asset Value of the Sub-Fund. The Sub-Fund will only invest in non-ucits collective investment schemes that satisfy the conditions applied from time to time by the Central Bank. For further details on the general provisions of the investment objectives and investment policies, please refer to section 3.2 of the Prospectus entitled "Investment Objectives and Investment Policies" Investment Strategies: The Manager employs the investment methodology and analyses described below in its management of the Sub-Fund. In determining the Sub-Fund s asset allocation among the instruments described above, the Manager's research driven investment strategy will have regard to long-term capital market assumptions and its short to medium term views on the relative attractiveness of the asset in focus. Fundamental Analysis and Methodology COO/ / v4 4

5 The Manager s investment approach seeks to determine each of the factors that have the potential to affect the energy and utilities sector generally, and/or the individual companies that are related in any way to those sectors. The Manager seeks to analyse this data with the objective of forming clear opinions of the individual stocks, sectors and sub-sectors. The Manager also includes in its analyses companies which are suppliers to energy or utility enterprises, or which otherwise have a potential impact on such enterprises. The Manager then conducts its fundamental analysis utilizing both top down and bottom up methodologies. An analysis is conducted of each sub-sector in general, refined within the context of the country in which the entity is domiciled. Key sub-sectors include: Electricity: generation, transmission, distribution, and supply; Gas: upstream (gas reserves), midstream (liquefaction and re-gasification plants), liquefied natural gas ( LNG ) tankers, transportation, distribution, and supply; Water: fresh water, waste water, and purification; Renewables: solar and wind power developers, utilities and manufacturers; and Infrastructures: toll roads, airports, ports and energy infrastructures. From these analyses, the Manager seeks to determine the companies within the energy and utilities subsectors that it perceives to offer the best opportunities for profit. It also seeks micro opportunities where the company s outlook is contrary to the sub-sector view and the company presents, in the Manager's view, opportunities for profit despite the sub-sector view. 3.2 Efficient Portfolio Management Techniques and Use of Derivatives and Repurchase Agreements The Sub-Fund may invest in or use Derivatives as disclosed in the section Investment Policies above. In addition, the Sub-Fund may engage in transactions in Derivatives for the purposes of efficient portfolio management and/or to protect against exchange risks within the conditions and limits laid down by the Central Bank from time to time. The Manager will look to ensure that the techniques and instruments used are economically appropriate in that they will be realised in a cost-effective way. Such transactions may include foreign exchange transactions which alter the currency characteristics of transferable securities held by the Sub-Fund. Such techniques and instruments (details of which are outlined below) include but are not limited to futures, options, swaps, forwards and repurchase and reverse repurchase agreements. Warrants, share purchase rights and convertible securities will not be directly acquired but may be issued to the Sub-Fund pursuant to its investment in a particular security and, in such cases, may be retained for the purposes of efficient portfolio management and traded or exercised when considered appropriate. Futures Futures could be used to gain exposure to positions in a more efficient manner. For example a single stock future could be used to provide the Sub-Fund with exposure to a single security. Index futures could also be used to manage risk, for example to hedge the risk of a security or group of securities held within the underlying index or with a high correlation with the underlying index. Options An option contains the right to buy or sell a specific quantity of a specific asset at a fixed price at or before a specified future date. There are two forms of options: put or call options. Put options are contracts sold for a premium that give to the buyer the right, but not the obligation, to sell to the seller a specified quantity of a particular asset (or financial instrument) at a specified price. Call options are similar contracts sold for a premium that give the buyer the right, but not the obligation, to buy from the seller a specified quantity of a particular asset (or financial instrument) at a specified price. Options may also be cash-settled. The Sub- Fund may use such instruments to hedge against market risk or to gain exposure to relevant underlying equity or equity related security. Any option entered into by the Sub-Fund will be in accordance with the limits prescribed by the law. Swaps COO/ / v4 5

6 Exchange rate swaps may be used in order to protect the Sub-Fund against foreign exchange rate risks. Exchange rate swaps could be used by the Sub-Fund to protect assets held in foreign currencies from foreign exchange rate risk. Equity, interest rate, currency and other swaps, could be used to enable the Sub-Fund to gain exposure to securities, currencies or indices (where appropriate and consistent with the Sub-Fund's investment policy). Forwards Forward currency contracts could be used to hedge against currency risk that has resulted from assets held by the Sub-Fund that are not in the Base Currency. The Sub-Fund, may, for example, use forward currency contracts by selling forward a foreign currency against the Base Currency to protect the Sub- Fund from foreign exchange rate risk that has risen from holding assets in that currency. Repurchase/Reverse Repurchase Agreements and Securities Lending Subject to the conditions and limits set out in the Central Bank's Notices, the Sub-Fund may use repurchase agreements, reverse repurchase agreements and/or securities lending agreements for efficient portfolio management purposes only. Repurchase agreements are transactions in which one party sells a security to the other party with a simultaneous agreement to repurchase the security at a fixed future date at a stipulated price reflecting a market rate of interest unrelated to the coupon rate of the securities. A reverse repurchase agreement is a transaction whereby a Sub-Fund purchases securities from a counterparty and simultaneously commits to resell the securities to the counterparty at an agreed upon date and price. Please refer to the section of the Prospectus entitled Efficient Portfolio Management for further details. Collateral or margin may be passed by the Sub-Fund to a counterparty or broker in respect of OTC Derivatives transaction. Please refer to the section of the Prospectus entitled Collateral Policy for further details. The use of Derivatives and efficient portfolio management techniques for the purposes outlined above will expose the Sub-Fund to the risks disclosed under the section of the Prospectus entitled Risk Factors. 3.3 Borrowing and Leverage Borrowing The Manager may only borrow on a temporary basis for the account of the Sub-Fund and the aggregate amount of such borrowings may not exceed 10% of the Net Asset Value of the Sub-Fund. In accordance with the provisions of the Regulations, the Manager may charge the assets of the Sub-Fund as security for borrowings of the Sub-Fund Leverage The Sub-Fund may utilise Derivatives as referred to in the section headed Use of Derivatives and Efficient Portfolio Management Techniques above. The Sub-Fund uses the commitment approach to calculate its global exposure as a result of the use of derivatives. Accordingly, global exposure and leverage as a result of its investment in Derivatives as described above shall not exceed 100% of the Net Asset Value of the Sub-Fund. The Manager has filed with the Central Bank its risk management process which enables it to accurately measure, monitor and manage the various risks associated with the use of Derivatives. Any Derivatives not included in the risk management process will not be utilised until such time as a revised submission has been provided to the Central Bank. The Manager will, on request, provide supplementary information to Unitholders 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. 3.4 Investment Restrictions COO/ / v4 6

7 Investors must note that the Sub-Fund adheres to the restrictions and requirements set out under the Regulations, as may be amended from time to time. These are set out in Appendix I to the Prospectus. In accordance with the requirements of the Central Bank, the Sub-Fund will apply for a derogation from some of the investment restrictions for six months following the date of the first issue of Units of the Sub- Fund pursuant to the Regulations but will observe the principle of risk-spreading. 3.5 Cross Investing Subject to the requirements of the Central Bank, and if this is considered appropriate to the investment objective and policies of the Sub-Fund, the Sub-Fund may invest in the other Sub-Funds of the Fund. Any commission received by the Manager in respect of such investment will be paid into the assets of the Sub- Fund. In addition, no Preliminary Charge, Repurchase Charge or Exchange Charge may be charged on the cross-investing Sub-Fund s investment. In order to avoid double-charging of management and/or performance fees, the Sub-Fund may not be charged an Management Fee or performance fee in respect of that part of its assets invested in other Sub-Funds of the Fund unless such investment in another Sub- Fund is made into a Class of Units that does not attract any Management Fee or performance fee. Investment may not be made by the Sub-Fund in a Sub-Fund which itself cross-invests in another Sub- Fund within the Fund. In this regard, the provisions as detailed in section 3.5 of the Prospectus entitled "Cross-Investment" are applicable to the Sub-Fund. 3.6 Risk Factors Investors should read and consider the section of the Prospectus entitled RISK FACTORS before investing in the Sub-Fund. 3.7 Key Information for Buying and Selling Units Class A Units are available to any type of investor. Class X Units do not bear any Management Fees or performance fees and are available only to certain categories of investors as determined by the Manager in its absolute discretion. The primary purpose of the Class X Units is to facilitate investors who are investing in the relevant Sub-Fund indirectly through vehicles managed by the Manager or any associated party, thereby avoiding double-charging of fees. Units of any Class other than Class X cannot be switched for Units of Class X. Class I Units are available only to certain categories of investors as determined by the Manager in its absolute discretion. The primary purpose of the Class I Units is to facilitate institutional investors (including discretionary portfolio accounts) and non-institutional investors who invest a minimum initial amount as detailed below. Class I Units are also available to employees of the Manager or any associated party (including spouses and children). Units of any Class other than Class I cannot be switched for Units of Class I. Class Initial Offer Period* Initial Issue Price A (EUR) A (USD) (HEDGED) *** I (EUR) Minimum Unitholding** COO/ / v4 7 Minimum Initial Investment Amount** Minimum Additional Investment Amount** Minimum Repurchase Amount* 100 5,000 5,000 5,000 5,000 US$100 US$5,000 US$5,000 US$5,000 US$5, ,000 1,000,000 5,000 5,000

8 I (USD) (HEDGED) *** X (EUR) X (USD) (HEDGED)*** US$100 US$5,000 US$1,000,000 US$5,000 US$5, ,000 5,000 5,000 5,000 US$100 US$5,000 US$5,000 US$5,000 US$5,000 * may be shortened or extended by the Manager. The Central Bank will be notified in advance of any such shortening or extension if subscriptions for Units have been received and otherwise shall be notified subsequently, on an annual basis. **Subject to the discretion of the Manager (or its delegate) in each case to allow lesser amounts. ***The Manager may (but is not obliged to) enter into certain currency related transactions (through the use of Derivatives as disclosed above in Section 3.2 entitled Efficient Portfolio Management Techniques and Use of Derivatives and Repurchase Agreements ) in order to hedge the currency exposure of the Classes denominated in a currency other than the Base Currency, as described under the heading Hedged Classes Currency Hedged Classes/Duration Hedged Classes in the Prospectus. For all other Classes, a currency conversion will take place on subscription at prevailing exchange rates. Please refer to the section of the Prospectus entitled Risk Factors; Currency Risk and Interest Rate Risk for more details. Applications received after the Dealing Deadline for the relevant Dealing Day shall be deemed to have been received by the next Dealing Deadline, save in exceptional circumstances where the Manager may in its absolute discretion (reasons to be documented) determine and provided the Applications are received before the Valuation Point for the relevant Dealing Day. Repurchase requests received after the Dealing Deadline shall be treated as having been received by the following Dealing Deadline, save in exceptional circumstances where the Manager may in its absolute discretion (reasons to be documented) determine and provided they are received before the Valuation Point for the relevant Dealing Day. Subscription Settlement Date: Subscription monies should be paid to the account specified in the Application Form (or such other account specified by the Administrator) so as to be received in cleared funds by no later than 6.00 pm (Dublin time) one (1) Business Day prior to the relevant Dealing Day. If payment in full and/or a properly completed Application Form have not been received by the relevant times stipulated above, the application may be refused. Redemption Settlement Date: Payment of Repurchase Proceeds will normally be made by electronic transfer to the account of the redeeming Unitholder at the risk and expense of the Unitholder within three Business Days of the relevant Dealing Day and, in all cases, will be paid within ten (10) Business Days of the Dealing Deadline for the relevant Dealing Day, provided that all the required documentation has been furnished to and received by the Administrator. For the avoidance of doubt, the Manager shall not exercise its discretion to defer repurchases as set out in section in respect of this Sub-Fund. 3.8 Dividend Policy The Sub-Fund is an accumulating Sub-Fund and, therefore, it is not currently intended to distribute dividends to the Unitholders. The income and earnings and gains of each Class in the Sub-Fund will be accumulated and reinvested on behalf of Unitholders. If the Manager proposes to change the dividend policy and declare a dividend at any time in the future, full details of the revised dividend policy (including details of method of payment of such dividends) will be disclosed in an updated Supplement and will be notified to Unitholders in advance. COO/ / v4 8

9 3.9 Fees and Expenses The following fees and expenses (denoted as percentages of Net Asset Value) will be incurred by the Fund on behalf of the Sub-Fund and will affect the Net Asset Value of the relevant Unit Class of the Sub- Fund. Class A I X Management Fee Up to 2% Up to 1.5% 0% Performance Fee Up to 20% Up to 15% 0% Preliminary Charge 0% 0% 0% Repurchase Charge 0% 0% 0% Exchange Charge 0% 0% 0% The Sub-Fund will also bear its proportion of the expenses of the Administrator and Trustee. Further detail on the fees payable to the Administrator and Trustee are set out in Section 8.3 Administrator's and Trustee's Fees of the Prospectus. Such fees shall be subject to the aggregate maximum operating expenses and fees provisions as set out in section below. The Manager shall be entitled to a maximum annual Management Fee equal to a percentage of the Net Asset Value of the relevant Class as outlined in the table above. Such fee shall be calculated and accrued at each Valuation Point and payable monthly in arrears. Performance Fee The Manager will also be entitled to receive a performance-based fee out of the assets of the Sub-Fund (the Performance Fee ), being a percentage of the appreciation of the Net Asset Value of the Units of the relevant Class (see the performance fee contained in the table above), subject to a high water mark as outlined below, and calculated and accrued at each Valuation Point and paid annually in arrears at the end of each calendar year (the Performance Period ) or, if earlier, (i) as of each Dealing Day with respect to the Units redeemed by redeeming Unitholders, (ii) in the Manager's sole discretion, as of the effective date of a transfer of Units with respect to the Units transferred, or (iii) as of the date of the termination of the appointment of the Manager, in each case with respect to the period ending on such date. The first Performance Period will be the period commencing on the Business Day which immediately follows the closing of the Initial Offer Period in respect of the relevant Class of Units and ending at the end of the first calendar year and the Initial Issue Price will be taken as the starting price for the calculation of the Performance Fee (i.e. the Performance Fee will only be paid on the subsequent outperformance by the Net Asset Value per Unit of the Initial Issue Price). For further details, see section entitled High Water Mark below. All fees and expenses (except the Performance Fee) that have been accrued or paid (but not previously accrued) for a given period will be deducted prior to calculating the Performance Fees for such period, including, without limitation, the Management Fee. The Manager may from time to time at its sole discretion and out of its own resources decide to rebate to Unitholders part or all of its Management Fee and/or Performance Fee. Any such rebates may be applied in paying up additional Units to be issued to the Unitholder, or may (at the discretion of the Manager) be paid in cash. The Performance Fee is based on net realised and net unrealised gains and losses as at the end of each Performance Period and, as a result, the Performance Fee may be paid on unrealised gains which may subsequently never be realised. High Water Mark The Performance Fee will be calculated on a cumulative basis by utilising a high water mark and will not be payable until the Net Asset Value per Unit exceeds the previous highest Net Asset Value per Unit on which the Performance Fee was paid/accrued (or the Initial Issue Price, if higher). The high water mark per Unit will be the Net Asset Value per Unit of the relevant Unit Class on the last day of any Performance Period in respect of which a Performance Fee was charged. The Performance Fee is only payable on the increase over the high water mark. COO/ / v4 9

10 The Performance Fee shall be calculated by the Administrator and verified by the Trustee following the year end. Classes not applying Equalisation (Classes applying the High Water Mark) No equalisation or series accounting model will be applied in relation to the Performance Fee calculation for the Class A (EUR) Units and Class I (EUR) Units. This methodology may therefore result in inequalities between investors who are subscribing and redeeming into these specific classes at different points in the relevant Performance Period in relation to the payment of Performance Fees. Equalisation Policy Classes applying Equalisation The equalisation model will be applied in relation to the Performance Fee calculation for the Class A (USD) (Hedged) Units and Class I (USD) (Hedged) Units. A description of the manner in which the Performance Fee will be borne by these Units is set out below. Units are acquired at a price based on the Net Asset Value per Unit. When Units are subscribed, certain adjustments will be made to reduce inequities that could otherwise result to the Unitholder or to the Sub- Fund. This is done so that: (i) the Performance Fee paid to the Manager is charged only to those Units which have appreciated in value since their acquisition, (ii) all Unitholders of a Class will have the same amount per Unit at risk, and (iii) all Units in the same Class have the same Net Asset Value per Unit. (A) If Units are subscribed for at a time when the Net Asset Value per Unit is less than the high water mark per Unit of the relevant Class, the investor will be required to pay a Performance Fee with respect to any subsequent appreciation in the value of those Units. With respect to any appreciation in the value of those Units from the Net Asset Value per Unit at the date of subscription up to the high water mark per Unit, the Performance Fee will be charged at the end of each Calculation Period by redeeming such number of the investor s Units of the relevant Class as have an aggregate Net Asset Value (after accrual for any Performance Fee) equal to a percentage of any such appreciation of the relevant class of Units as outlined by the performance fee contained in the table above (a Performance Fee Redemption ). The aggregate Net Asset Value of the Units so redeemed will be paid to the Manager as a Performance Fee. Performance Fee Redemptions are employed to ensure that the Sub-Fund maintains a uniform Net Asset Value per Unit of each relevant Class. As regards the investor s remaining Units of the relevant Class, any appreciation in the Net Asset Value per Unit of those Units above the high water mark per Unit of that Class will be charged a Performance Fee in the normal manner described above. (B) If Units are subscribed for at a time when the Net Asset Value per Unit is greater than the high water mark per Unit of the relevant Class, the investor will be required to pay an amount in excess of the then current Net Asset Value per Unit of that Class equal to a percentage of the difference between the then current Net Asset Value per Unit of that Class (before accrual for the Performance Fee) and the high water mark per Unit of the relevant Class of Units as outlined by the performance fee contained in the table above (an Equalisation Credit ). At the date of subscription, the Equalisation Credit will equal the Performance Fee per Unit accrued with respect to the other Units of the same Class in the Sub-Fund (the Maximum Equalisation Credit ). The Equalisation Credit is payable to account for the fact that the Net Asset Value per Unit of that Class has been reduced to reflect an accrued Performance Fee to be borne by existing Unitholders of the same Class and serves as a credit against Performance Fees that might otherwise be payable by the Sub-Fund but that should not, in equity, be charged against the Unitholder making the subscription because, as to such Units, no favourable performance has yet occurred. The Equalisation Credit ensures that all holders of Units of the same Class have the same amount of capital at risk per Unit. The additional amount invested as the Equalisation Credit will be at risk in the Sub-Fund and will therefore appreciate or depreciate based on the performance of the relevant Class of Units subsequent to the issue of the relevant Units but will never exceed the Maximum Equalisation Credit. In the event of a decline as at any Valuation Point in the Net Asset Value per Unit of those Units, the Equalisation Credit will also be reduced by an amount equal to a percentage of the difference between the Net Asset Value per Unit of the relevant Class of Units as outlined by the performance fee contained in the table above (before accrual for the Performance Fee) at the date of issue and as at that Valuation Point. Any subsequent appreciation in the Net Asset Value per Unit of the relevant Class will result in the recapture of any reduction in the Equalisation Credit but only to the extent of the previously reduced Equalisation Credit up to the Maximum Equalisation COO/ / v4 10

11 Credit. At the end of each Calculation Period, if the Net Asset Value per Unit (before accrual for the Performance Fee) exceeds the high water mark per Unit of the relevant Class, that portion of the Equalisation Credit equal to a percentage of the relevant Class of Units, as outlined by the performance fee contained in the table above, of the excess, multiplied by the number of Units of that Class subscribed for by the Unitholder, will be applied to subscribe for additional Units of that Class for the Unitholder. Additional Units of that Class will continue to be so subscribed for at the end of each Calculation Period until the Equalisation Credit, as it may have appreciated or depreciated in the Sub-Fund after the original subscription for Units of that Class was made, has been fully applied. If the Unitholder redeems his Units of that Class before the Equalisation Credit has been fully applied, the Unitholder will receive additional redemption proceeds equal to the Equalisation Credit then remaining multiplied by a fraction, the numerator of which is the number of Units of that Class being redeemed and the denominator of which is the number of Units of that Class held by the Unitholder immediately prior to such redemption in respect of which an Equalisation Credit was paid on subscription Other Fees and Expenses This section should be read in conjunction with the section entitled Fees and Expenses in the Prospectus Anti-Dilution Levy No Anti-Dilution Levy will be charged in respect of this Sub-Fund Establishment Expenses All fees and expenses relating to the establishment and organisation of the Sub-Fund as detailed in the section of the Prospectus entitled Establishment Expenses shall be borne by the Fund and amortised in accordance with the provisions of the Prospectus Operating Expenses and Fees The expenses and fees in respect of the Fund incurred by the Administrator, the Trustee and the Auditors, the legal advisers and money laundering reporting officer together with any regulatory fees and expenses relating to the establishment and organisation of the Fund will not in aggregate exceed 0.4% of the Fund's Net Asset Value per annum. For the avoidance of doubt, this excludes all other operating expenses and fees as outlined in section 8.7 of the Prospectus and Extraordinary Expenses as outlined in section 8.9 of the Prospectus as they relate to the Fund. Any excess fees or expenses above this level may be discharged by the Manager out of its own assets Exchanges Unitholders have the right to exchange all or part of their Units of any Class into Units of any other Class by giving notice in writing to the Administrator. Unitholders are subject to all the requirements of the relevant Unit Class they would like to exchange into. An exchange request will not be effected if as a result the relevant Unitholder would hold less than the Minimum Holding of the relevant Unit Class. No exchange charge will be imposed Miscellaneous There are currently no other Sub-Funds of the Fund in existence. Additional Sub-Funds of the Fund may be added in the future with the prior approval of the Central Bank. COO/ / v4 11