21 May 2024

PROSPECTUS

BROOKFIELD INVESTMENT FUNDS (UCITS) PUBLIC LIMITED COMPANY
AN UMBRELLA FUND WITH SEGREGATED LIABILITY
BETWEEN SUB-FUNDS
An open-ended investment company with variable capital authorised by the Central Bank as anundertaking for collective investment in transferable securities pursuant to the European Communities(Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended by
the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment)
Regulations 2016

McCann FitzGerald
Solicitors
Riverside One
Sir John Rogerson’s Quay
Dublin 2
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CONTENTS
ClausePage

Important Notice.................................................................................................................................................. 1
Selling Restrictions .............................................................................................................................................. 3
United Kingdom .................................................................................................................................... 3
United States .......................................................................................................................................... 3
CFTC Notice ........................................................................................................................................... 3
Directory ............................................................................................................................................................... 4
Definitions ............................................................................................................................................................ 5
The Company ..................................................................................................................................................... 17
Introduction ......................................................................................................................................... 17
Investment Objective and Policies .................................................................................................... 17
Financial Derivative Instruments ...................................................................................................... 18
Securities Financing Transactions ..................................................................................................... 19
Borrowing ............................................................................................................................................. 20
Dividend Policy ................................................................................................................................... 20
Risk Factors .......................................................................................................................................... 20
Fees, Costs and Expenses .................................................................................................................................. 33
Management Fee.................................................................................................................................. 33
Investment Management Fee ............................................................................................................. 33
Administration Fee .............................................................................................................................. 33
Depositary Fee ..................................................................................................................................... 33
Director's Remuneration..................................................................................................................... 34
Establishment Expenses ..................................................................................................................... 34
Soft Commissions ................................................................................................................................ 34
Other Expenses .................................................................................................................................... 34
Management and Administration ................................................................................................................... 37
The Directors ........................................................................................................................................ 37
The Manager ........................................................................................................................................ 38
The Management Agreement ............................................................................................................ 38
The Directors of the Manager ............................................................................................................ 39
The Investment Manager.................................................................................................................... 40
The Administration Agreement ........................................................................................................ 41
The Depositary Agreement ................................................................................................................ 42
Additional Material Contracts ........................................................................................................... 43
Distributors and Other Parties........................................................................................................... 44
Valuations, Subscriptions and Redemptions ................................................................................................. 45
Subscriptions ........................................................................................................................................ 45
Redemptions ........................................................................................................................................ 48
Abusive Trading Practices ................................................................................................................. 49
Transfers ............................................................................................................................................... 49
Investor Restrictions............................................................................................................................ 50
Exchange of Participating Shares ...................................................................................................... 50
Publication of the Price of the Participating Shares ........................................................................ 51
Umbrella Fund Cash Accounts.......................................................................................................... 51

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iData Protection Information .............................................................................................................. 52
Temporary Suspension of Valuation of the Participating Shares and of Sales, Redemptions andExchanges ........................................................................................................................................................... 54
Taxation outside Ireland ..................................................................................................................... 55
Taxation in Ireland .............................................................................................................................. 55
Taxation of Shareholders in Ireland.................................................................................................. 58
Shareholder Reporting ........................................................................................................................ 61
General ................................................................................................................................................................ 63
Incorporation and Share Capital ....................................................................................................... 63
Memorandum and Articles of Association ...................................................................................... 63
The Funds ............................................................................................................................................. 67
Conflicts of Interest ............................................................................................................................. 67
Meetings and Votes of Shareholders ................................................................................................ 70
Termination of Funds and Total Repurchase .................................................................................. 70
Reports .................................................................................................................................................. 71
Documents Available .......................................................................................................................... 71
Schedule 1: Valuation of Sub-Funds .............................................................................................................. 72
Schedule 2: Investment and Borrowing Restrictions ................................................................................... 76
Schedule 3 - List of Recognised Markets ........................................................................................................ 81
Schedule 4 – Collateral Policy .......................................................................................................................... 84
Schedule 5 – List of Sub-Custodial Agents..................................................................................................... 87

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IMPORTANT NOTICEThe Directors of the Company whose names appear under “Management and Administration”
herein, accept responsibility for the information contained in this Prospectus. To the best of theknowledge and belief of such Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this document is at its date in accordance with the facts and does
not omit anything likely to affect the import of such information.
Statements made in this Prospectus (the “Prospectus”) are based on the law and practice currently inforce in Ireland and are subject to changes therein.
After publication of an annual or half yearly report this Prospectus should be accompanied by, andread in conjunction with, the latest annual report and accounts and any subsequent half yearly report.
This Prospectus may be translated into other languages provided that any such translation shall only
contain the same information and shall have the same meaning as this Prospectus.
The authorisation of this Company by the Central Bank is not an endorsement or guarantee of theCompany by the Central Bank nor is the Central Bank responsible for the contents of thisProspectus. The authorisation of this Company by the Central Bank does not constitute a warranty
as to the performance of the Company and the Central Bank will not be liable for the performanceor default of the Company.
The Company has been authorised by the Central Bank as an undertaking for collective
investment in transferable securities pursuant to the European Communities (Undertakings forCollective Investment in Transferable Securities) Regulations 2011, as amended by the European
Union (Undertakings for Collective Investment in Transferable Securities) (Amendment)
Regulations 2016.
Investors should note that since transferable securities may depreciate as well as appreciate invalue, no assurance can be given by the Company or the Directors or any of the persons referred toin this Prospectus that the Company will attain its objectives. The price of Shares, in addition to
the income therefrom, may decrease as well as increase. Accordingly, an investment should only
be made where the investor is or would be in a position to sustain any loss on his or her
investment. In addition investors should note that some Funds in the Company may invest in
emerging markets, below Investment Grade securities and equity warrants and that, therefore, aninvestment in the Fund or Funds in question should not constitute a substantial proportion of aninvestment portfolio and may not be appropriate for all investors. The difference at any one time
between the sale and repurchase price of the Shares of any Fund means that the investment should
be regarded as medium to long term.
Subject to the requirements of the Central Bank some of the Funds may use financial derivative
instruments for investment purposes. While the prudent use of such derivatives can be beneficial,derivatives also involve risks different from, and in certain cases, greater than, the risks presented
by more traditional investments. Structured derivative transactions are complex and may involvea high degree of loss. The returns which are derived from a structured derivative or a swap
transaction may be more volatile than returns which are derived from the asset underlying thestructured derivative or the swap transaction.
Potential investors should consult, and must rely on, their own professional tax, legal and investment
advisers as to matters concerning the Company and their investment in the Company.
Prospective investors should not treat the contents of this Prospectus as advice relating to legal,
taxation, investment or any other matters. Prospective investors should inform themselves as to: (a)the legal requirements within their own jurisdictions for the purchase, holding or disposal of Shares;

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(b) any applicable foreign exchange restrictions; and (c) any income and other taxes which may apply
to their purchase, holding or disposal of Shares or payments in respect of Shares.
Prospective investors should be aware that investment in the Company carries an above-average
degree of risk and the price of Shares may go down as well as up. The Company is only suitablefor investment by investors who are aware of and understand the risks involved and are in aposition to take such risks.
Investors’ attention is drawn to the Section of the Prospectus entitled “Risk Factors”.
If you are in any doubt regarding the action you should take, please consult your stockbroker,
bank manager, solicitor, accountant or other professional adviser.
This Prospectus is issued as an invitation to investors to subscribe for Participating Shares in the
Company. Unless defined elsewhere in the Prospectus, all capitalised letters used in this Prospectus
shall have the meanings assigned to them in the section entitled “Definitions” beginning on page (5).
Participating Shares are offered solely on the basis of the information and representations containedin this Prospectus. No person is authorised to give any information or make any representation otherthan those contained in this Prospectus and if given or made such information or representation may
not be relied upon as having been authorised by the Company or its Directors.
This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which suchan offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer
or solicitation. No person may treat this Prospectus as constituting an invitation to him unless in therelevant territory such an invitation could lawfully be made to him without compliance with any
registration or other legal requirements. It is the responsibility of any person outside Ireland wishing
to make an application hereunder to satisfy himself as to full observance of the laws of the relevant
territory in connection therewith, including the obtaining of any governmental or other consents
which may be required or other formalities needing to be observed or transfer or other taxes requiring
to be paid in such territory.
Shareholders should note that management fees and expenses will be charged to the capital of the
UCITS. Thus, on redemptions of holdings shareholders may not receive back the full amountinvested. Shareholders should further note that dividends may be payable to Shareholders inDistribution Share Classes out of the capital of the relevant Fund. Any such distribution would beachieved by forgoing the potential for future capital growth and the capital of the Fund may beeroded. Therefore, in such circumstances, Shareholders may not receive back the full amountinvested and this cycle may continue until all capital of the Fund is depleted. Investors should alsoseek tax advice on the implications of distributions out of capital. Details of the distribution policy
for each Fund are contained in the relevant Supplement.

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SELLING RESTRICTIONS
United Kingdom
The Company is a recognised collective investment scheme for the purposes of Section 264 of the
Financial Services and Markets Act, 2000 of the United Kingdom.
United States
THE SHARES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATESSECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY OR
REGULATORY AUTHORITY AND ARE BEING OFFERED PURSUANT TO EXEMPTIONS FROMREGISTRATION REQUIREMENTS.
NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, THE UNITED STATES COMMODITY FUTURES TRADINGCOMMISSION, NOR ANY REGULATORY AUTHORITY OF ANY STATE, COUNTRY, OR OTHERJURISDICTION HAS PASSED ON THE VALUE OF THE SHARES, MADE ANYRECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS
OFFERING, MADE A DETERMINATION THAT THE SHARES OFFERED HEREBY ARE EXEMPTFROM REGISTRATION OR PASSED ON THE ADEQUACY OR ACCURACY OF THISCONFIDENTIAL OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
CFTC NOTICE
Because the Funds may invest in commodity interests, the Investment Manager may be subject toregulation as a Commodity Pool Operator under the U.S. Commodity Exchange Act (the“Commodity Act”) and the rules of the U.S. Commodity Futures Trading Commission (the “CFTC”).
Pursuant to CFTC Rule 4.13(a)(3), the Investment Manager of the Funds is exempt from registration
as a “commodity pool operator” with respect to the Fund because each of the Funds engages in only
limited commodity interest trading and, accordingly, is not subject to certain regulatory requirementswith respect to the Fund that are applicable to persons that are so registered. Unlike a registeredcommodity pool operator, the Investment Manager is not required to deliver a disclosure document
or a certified annual report to investors.

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DIRECTORY
Board of Directors

Heather Goldman
Desmond Quigley
Jonathan Tyras
Lesley Williams

Manager

Waystone Management Company (IE) Limited,
35 Shelbourne Road,
Ballsbridge,
Dublin 4,
IrelandInvestment Manager

Brookfield Public Securities Group LLC
Brookfield Place
225 Liberty Street, 35th Floor,
New York, New York 10281
U.S.A.

Depositary

CACEIS Investor Services Bank S.A., Dublin Branch
4th Floor,
One George's Quay Plaza,
George's Quay,
Dublin 2,
IrelandAdministrator,
Registrar and Transfer
Agent

CACEIS Investor Services Ireland Limited
4th Floor,
One George's Quay Plaza,
George's Quay,
Dublin 2,
IrelandCompany Secretary

HMP Secretarial LimitedRiverside One
Sir John Rogerson’s Quay
Dublin 2
Ireland

Auditors

Deloitte
Earlsfort Terrace
Dublin 2
Ireland

Legal Advisers in
Ireland

McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Ireland

Registered Office

4th Floor,
One George’s Quay Plaza,
George’s Quay,
Dublin 2,
Ireland.

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DEFINITIONSIn this Prospectus the following words and phrases shall have the meanings indicated below:“Administration Agreement“

means the agreement dated 6 December 2021 between the
Company, the Manager and the Administrator as may beamended or restated from time to time;“Administrator“

means CACEIS Investor Services Ireland Limited or any
successor or replacement Administrator appointed to theCompany in accordance with the requirements of theCentral Bank;“Articles“

means the articles of association of the Company;“Base Currency“

means the base currency of a Fund as set out in theapplicable Supplement;“Business Day“

means any day (except Saturdays, Sundays and public
holidays in Dublin and New York) on which retail banks
in Dublin and New York are open for business or suchother day or days as may be determined by the Directors;“Cash Deposits”

means deposits (i) that are repayable on demand; or havethe right to be withdrawn; and (ii) which have a maturity
date of no more than twelve months;“Central Bank“

means the Central Bank of Ireland or any successor
regulator thereto;“Central Bank Regulations”

means the Central Bank (Supervision and Enforcement)
Act 2013 (Section 48(1) (Undertakings for Collective
Investment in Transferable Securities) Regulations 2019,as may be amended, supplemented or modified fromtime to time and any other statutory instrument,
regulations, rules, conditions, notices, requirements or
guidance of the Central Bank issued from time to time
applicable to the Company pursuant to the UCITS
Regulations and the Delegated Regulations or either ofthem as the case may be;“CFTC“means the United States Commodity Futures Trading
Commission;“Class“means the different classes of Participating Shares that
may be issued within a Fund by the Directors inaccordance with the requirements of the Central Bank.
Details of the different characteristics applicable to eachClass of Participating Share may be set out in the relevant
Supplement;“Closing Date“

means the closing date of the Initial Offer in respect of aFund as set out in the applicable Supplement;

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“Collective Investment Schemes“means UCITS and/or AIFs in which the Funds may
invest pursuant to the Central Bank Regulations;“Company“

means Brookfield Investment Funds (UCITS) p.l.c. anumbrella open-ended investment company withsegregated liability between Funds which has beenauthorised by the Central Bank pursuant to the UCITS
Regulations;“Data Protection Law”

means Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on theprotection of natural persons with regard to theprocessing of personal data and on the free movement ofsuch data, as may be amended or supplemented and any
guidance, directions, determinations, codes of practice,circulars, orders, notices or demands issued by any
supervisory authority and any applicable national,
international, regional, municipal or other data privacy
authority or other data protection laws or regulations in
any other territory in which the services are provided or
received or which are otherwise applicable;“Dealing Day”

means any Subscription Date and/or Redemption Date;“Depositary“means CACEIS Investor Services Bank S.A., Dublin
Branch or any successor or replacement depositary
appointed to the Company in accordance with therequirements of the Central Bank;“Depositary Agreement”

means the depositary agreement between the Company
and the Depositary as may be amended or restated fromtime to time;“Delegated Regulation”

means
the
Commission
Delegated
Regulation
supplementing Directive 2014/91/EU of the European
Parliament and of the Council of 23 July 2014, once it hasentered into force and is directly effective in Ireland;“Directive”

means the Directive 2009/65/EC of the European
Parliament and of the Council of 13 July 2009 on thecoordination of laws, regulations and administrative
provisions relating to undertakings for collective
investment in transferable securities as amended by
Directive 2014/911/EU of the European Parliament andof the Council of 23 July 2014 amending Directive
2009/65/EC on the coordination of laws, regulations andadministrative provisions relating to undertakings forcollective investment in transferable securities (UCITS) as
regards depositary functions, remuneration policies andsanctions and as may be further amended from time totime;“Directors“means the directors of the Company for the time being
and any duly constituted committee thereof;

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“Eastern Time”

means the standard time in a zone including the easternstates of the United States;“EEA“

means the European Economic Area, whose member
states currently include the member states of the EU,
Iceland, Liechtenstein and Norway;“ESMA”

means the European Securities and Markets Authority;“EU“means the European Union;“Euro“ or “€“means the currency referred to in the second sentence ofArticle 2 of the Council Regulation (EC) No. 974/98 of 3
May 1998 and as adopted as the single currency of theparticipating European Union Member States;“Exempt Irish Resident“means:

MDW\2406443.74(i)a pension scheme which is an exempt approved
scheme within the meaning of section 774 of theTaxes Act, or a retirement annuity contract or atrust scheme to which section 784 or 785 of theTaxes Act applies which has made a Relevant
Declaration which is in the possession of theCompany prior to the occurrence of a chargeable
event;(ii)

a company carrying on a life business, within themeaning of section 706 of the Taxes Act which
has made a Relevant Declaration which is in thepossession of the Company prior to theoccurrence of a chargeable event;(iii)

an Investment Undertaking which has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event;(iv)

a special investment scheme within the meaningof section 737 of the Taxes Act which has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event;(v)

a unit trust, to which section 731(5)(a) of theTaxes Act applies which has made a Relevant
Declaration which is in the possession of theCompany prior to the occurrence of a chargeable
event;(vi)

a charity being a person referred to in section
739(D)(6)(f)(i) of the Taxes Act which has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event;7

MDW\2406443.74(vii)

a qualifying management company within themeaning of section 734 (1) of the Taxes Act which
has made a Relevant Declaration which is in thepossession of the Company prior to theoccurrence of a chargeable event;(viii)

a specified company within the meaning ofsection 734 (1) of the Taxes Act which has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event;(ix)

a person exempt from income tax and capitalgains tax by virtue of section 784A(2) of the Taxes
Act, where the shares held are assets of an
approved retirement fund or an approved
minimum retirement fund and the “qualifying
fund manager” (within the meaning of section
784A of the Taxes Act) has made a Relevant
Declaration which is in the possession of theCompany prior to the occurrence of a chargeable
event;(x)a person exempt from income tax and capitalgains tax by virtue of section 848E of the Taxes
Act where the shares held are assets of a specialsavings incentive account and the “qualifying
savings manager” (within the meaning of section
848B of the Taxes Act) has made a Relevant
Declaration which is in the possession of theCompany prior to the occurrence of a chargeable
event;(xi)

a person exempt from income tax and capitalgains tax by virtue of section 787I of the Taxes
Act where the shares held are assets of a Personal
Retirement Savings Account (within the meaningof Chapter 2A of Part 30 of the Taxes Act) and the
PRSA Administrator (within the meaning ofChapter 2A) has made a Relevant Declaration
which is in the possession of the Company prior
to the occurrence of a chargeable event;(xii)

a credit union within the meaning of section 2 of
the Credit Union Act 1997 which has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event;(xiii)

a company in respect of its investment in amoney market fund within the meaning ofRegulation (EC) No 2423/2001 of the European
Central Bank of 22/11/2001, where suchcompany is within the charge to corporation tax
and has made a declaration to that effect to the8Company and has supplied details of its
corporation tax reference number to theCompany;(xiv)

a Qualifying Company which has made adeclaration to that effect to the Company and has
provided the Company with the company’s tax
reference number prior to the occurrence of achargeable event;(xv)

an investment limited partnership within themeaning of section 739J of the Taxes Act which
has made a Relevant Declaration which is in thepossession of the Company prior to theoccurrence of a chargeable event.

(xvi)

the National Treasury Management Agency or afund investment vehicle (within the meaning ofsection 37 of the National Treasury Management
Agency (Amendment) Act 2014) of which the
Minister for Finance is the sole beneficial owner,or the State acting through the National Treasury
Management Agency, and the National Treasury
Management Agency has made a declaration tothat effect to the Company;(xvii)

the National Asset Management Agency which
has made a declaration to that effect to theCompany;(xviii) the Motor Insurers’ Bureau of Ireland in respectof an investment made by it of moneys paid tothe Motor Insurers’ Insolvency Compensation
Fund under the Insurance Act 1964 (amended by
the Insurance (Amendment) Act 2018), and theMotor Insurers’ Bureau of Ireland has made adeclaration to that effect to the Company;

MDW\2406443.74(xix)

an Intermediary acting on behalf of persons who
are neither Irish Resident nor Ordinarily Resident
in Ireland for tax purposes or an Intermediary
acting on behalf of Irish Resident persons listed
above which, where necessary, has made a
Relevant Declaration which is in the possession of
the Company prior to the occurrence of achargeable event; and(xx)

any other Irish Resident or person Ordinarily
Resident in Ireland who may be permitted to own
Shares under taxation legislation or by written
practice or concession of the Revenue
Commissioners without giving rise to a charge totax in the Fund or jeopardising tax exemptions
associated with the Company giving rise to acharge to tax in the Company provided that,9where necessary, they have completed theappropriate statutory declaration under Schedule
2B of the Taxes Act;
“Exempt Non-Resident”

means any person that is neither Resident in Ireland nor
Ordinarily Resident in Ireland at the time of thechargeable event provided either:(a) the Company is in possession of a Relevant
Declaration and is not in possession of any
information that would reasonably suggest thatthe information contained therein is no longer
materially correct; or(b) the Company is in possession of a written noticeof approval from the Revenue Commissioners
pursuant to the provisions of section 739D (7B)of the Taxes Act to the effect that section 739D(7)or section 739D (9) of the Taxes Act is deemed tohave been complied with in respect of the
Shareholder and that approval has not been
withdrawn;“Fund“means any separate sub-fund of the Company from time
to time established by the Company with the priorapproval of the Central Bank;“Initial Offer“

means the initial offer of Participating Shares in a Fund as
set out in the applicable Supplement;“Intermediary“

means a person who: (i) carries on a business which
consists of, or includes, the receipt of payments from an
investment undertaking on behalf of other persons; or (ii)holds Participating Shares in an investment undertaking
on behalf of other persons;“Investment Grade”

means a Credit Rating of no lower than “BBB” asdetermined by S&P, or equivalent credit rating as
determined by another Rating Agency;“Investment Manager“

means Brookfield Public Securities Group LLC or suchother person or persons from time to time appointed by
the Company and the Manager as the investment
manager of the Company (or a Fund as set out in therelevant Supplement) in accordance with therequirements of the Central Bank;“Investment Undertaking”

means an investment undertaking within the meaningof section 739B of the Taxes Act;

“IREF”

means an IREF within the meaning of section 739K of theTaxes Act;

“Irish Resident”

means any person Resident in Ireland or Ordinarily
resident in Ireland for tax purposes;

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“Manager”

means Waystone Management Company (IE) Limited orsuch other person or persons from time to time appointed
by the Company as the UCITS management company of
the Company in accordance with the requirements of theCentral Bank. The Manager is the responsible person forthe purposes of the Central Bank Regulations;“Management Agreement”

means the agreement dated 6 December 2021 entered into
between the Company and the Manager.

“Member State”

means a country which, for the time being, is a member
state of the European Union;“Memorandum“

means the memorandum of association of the Company;“Minimum Holding”

means such amount as may be determined by the
Directors in their absolute discretion in relation to any
Fund or Class within a Fund and set out in the applicable
Supplement for that Fund;“Minimum Initial Subscription”

means such greater or lesser amount as may be
determined by the Directors in their absolute discretion in
relation to any Fund or Class within a Fund and set out inthe applicable Supplement for that Fund;“Minimum Subsequent Subscription”

means such amount as may be determined by the
Directors in their absolute discretion in relation to any
Fund or Class within a Fund and set out in the applicable
Supplement for that Fund;“Money Market Instruments”

means instruments normally dealt in on the money
market which:(i)are liquid, i.e. capable of being converted to cash
within seven Business Days at a price closely
approximating their current value; and(ii)

have a value which can be accurately determinedat any time;“Net Asset Value“

means the net asset value of the Company, or of a Fund,or the net asset value attributable to a Class ofParticipating Share, as more fully described in the section
entitled “Valuation Principles” in Schedule 1 of thisProspectus;“OECD“means the Organisation for Economic Co-operation andDevelopment;“Ordinarily Resident in Ireland”

an individual who has been Resident in Ireland for threeconsecutive tax years becomes Ordinarily Resident in
Ireland with effect from the commencement of the fourth
tax year.
An individual who has been Ordinarily
Resident in Ireland is no longer Ordinarily Resident in
Ireland with effect from the commencement of the fourth

MDW\2406443.74

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consecutive tax year in which he/she is not Resident in
Ireland;“Participating Share“ or “Share“

means the Participating Shares of no par value in the
Company;“Qualifying Company“

means a qualifying company within the meaning ofsection 110 of the Taxes Act;

“Rating Agency”

means S&P or an internationally recognised securities
rating agency which shall be substituted for S&P;

“Recognised Clearing System“

includes any of the following clearing systems;


BNY Mellon Central Securities Depository SA/NV(BNY Mellon CSD);Central Moneymarkets Office;Clearstream Banking SA;Clearstream Banking AG;

CREST;



Depository Trust Company of New York;

Deutsche Bank AG, Depository and Clearing System;Euroclear;Monte Titoli SPA;Netherlands Centraal
Effectenverkeer BV;National Securities Clearing Corporation;

Japan Securities Depository Center (JASDEC);

Sicovam SA;SIS Sega Intersettle AG;

The Canadian Depository for Securities Ltd;VPC AB (Sweden)Hong Kong Securities Clearing Company Limited;and

any other system for clearing securities which isdesignated by the Revenue Commissioners as arecognised clearing system;

Instituut

voor

Giraal“Recognised Market“means a market which is regulated, recognised, operating
regularly and open to the public which is provided for in
the Articles, relevant details of which are set out in
Schedule 3 of this Prospectus;“Redemption Date”

means such Business Day(s) as the Directors may in theirabsolute discretion determine in respect of any Fund andas set out in the applicable Supplement for that Fund;MDW\2406443.74

12

“Relevant Declaration“means the declaration relevant to the Shareholder as set
out in Schedule 2B of the Taxes Act;

“Relevant Period“

means, in relation to a Share in the Company, a period ofeight years beginning with the acquisition of a Share by a
Shareholder and each subsequent period of eight years
beginning immediately after the preceding Relevant
Period for as long as the Shareholder holds that Share;“Resident in Ireland“means any person who is resident in Ireland for the
purposes of Irish tax. The following is a summary of how
different categories of persons or entities may be treatedas Resident in Ireland for this purpose.
Individual
An individual will be regarded as Resident in Ireland forthe purposes of Irish tax for a particular tax year if he orshe:

is present in Ireland for 183 days or more in Irelandin that tax year; or

is present in Ireland for 280 days or more in Ireland,
taking into account the number of days spent in
Ireland in that tax year together with the number ofdays spent in Ireland in the preceding tax year.
Presence in a tax year by an individual of not morethan 30 days in Ireland will not be reckoned for the
purpose of applying the two year test.

In determining the number of days present in Ireland, an
individual is deemed to be present in Ireland if he/she isin the country at any time during the day.
Company
A company will be Resident in Ireland if its central
management and control is exercised in Irelandirrespective of where it is incorporated. For Ireland to betreated as the location for central management andcontrol this typically means that Ireland is the location
where all fundamental policy decisions of the company
are made.
A company incorporated in Ireland will be regarded forall purposes of Irish tax legislation as being Resident in
Ireland unless it is regarded for the purposes of a double
tax treaty in effect with Ireland as being resident in that
other tax treaty territory and not in Ireland.
However, the determination of a company's residence fortax purposes can be complex in certain cases anddeclarants are referred to the specific legislative
provisions which are contained in section 23A of theTaxes Act.

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TrustA trust will be Resident in Ireland and Ordinarily
Resident in Ireland for the purposes of Irish tax unless thegeneral administration of the trust is ordinarily carried onoutside Ireland and the trustees (being a single andcontinuing body of persons) or a majority of them for thetime being are not Resident in Ireland or Ordinarily
Resident in Ireland as the case may be;“Revenue Commissioners”

means the Revenue Commissioners of Ireland;“SEC“

means the United States Securities and Exchange
Commission;“Shareholder“

means a holder of Participating Shares;“Sterling“ or “£“means pounds sterling, the lawful currency of the United
Kingdom;“Sub-Investment Manager”

means such person, firm or company as may from time totime be appointed to provide discretionary investment
management services to a Fund in accordance with therequirements of the Central Bank as provided for in theapplicable Supplement;“Sub-Investment Management
Agreement”

means the agreement entered into between theInvestment Manager and the Sub-Investment Manager inrespect of a specific Fund;“Subscriber Shares”

means a subscriber share in the capital of the Company
issued in accordance with the Articles;“Subscription Date”

means such Business Day(s) as the Directors may in theirabsolute discretion determine in respect of any Fund andas set out in the applicable Supplement for that Fund;“Supplement”

means any supplemental prospectus issued by theCompany from time to time containing information
relating to a particular Fund;“Taxable Corporate Shareholder”

means a corporate Shareholder who is not an Exempt
Irish Investor and who is Resident in Ireland;“Taxes Act”

means the Taxes Consolidation Act 1997, of Ireland, as
amended;“Transferable Securities”

means shares in companies and other securities
equivalent to shares in companies, bonds and other forms
of securitised debt, and any other negotiable securities
which carry the right to acquire any such Transferable
Securities by subscription or exchange other thantechniques and instruments utilised for efficient portfolio
management;

MDW\2406443.74

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“UCITS”

means an undertaking the sole object of which is thecollective investment in Transferable Securities and/or
other liquid financial assets permitted under the UCITS
Regulations of capital raised from the public and which
operates on the principle of risk-spreading and theunits/shares of which are at request of the holders
repurchased or redeemed directly or indirectly out of
those undertakings’ assets. Action taken by a UCITS toensure that the stock exchange value of its units/shares
does not vary significantly from their net asset value shallbe regarded as equivalent to such repurchase orredemption. Other liquid financial assets include cash
deposits, financial derivative instruments, otherCollective Investment Schemes and Money Market
Instruments;“UCITS Regulations“

means the European Communities (Undertakings forCollective Investment in Transferable Securities)
Regulations 2011, as amended by the European Union(Undertakings for Collective Investment in Transferable
Securities) (Amendment) Regulations 2016, as may be
modified, amended, supplemented, consolidated or reenacted from time to time;“United Kingdom“ or “UK“

means the United Kingdom of Great Britain and Northern
Ireland;“Unprocessed Monies”

means any unprocessed subscription monies received
from investors, redemptions monies payable to investors
and/or dividends due to investors;“United States or US“means the United States of America, its territories,
possessions and all other areas subject to its jurisdiction;“US$“ or “US Dollars“means US Dollars, the lawful currency of the US;“US Person“

means, unless otherwise determined by the Directors, (i) acitizen or resident of the US; (ii) a partnership organised
or existing in or under the laws of the US; (iii) a
corporation organised under the laws of the US; (iv) any
estate or trust which is subject to US federal income tax
on its income regardless of its source;“Valuation Date“

means the relevant Business Day by reference to which
the Net Asset Value of a Fund is calculated and is thesame Business Day on which each Subscription Date andRedemption Date occurs. For the avoidance of doubt,
there will be a valuation date in respect of each
Subscription Date and Redemption Date;“Valuation Point“

means 4 p.m. (Eastern Time) on the Valuation Date using
the closing market prices in the relevant market available
as at the Valuation Date;

MDW\2406443.74

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“VAT”

MDW\2406443.74

means any tax imposed by EC Directive 2006/112/EU on
the common system of value added tax and any national
legislation implementing that directive together withlegislation supplemental thereto and all penalties, costs
and interest relating to any of them; and16

THE COMPANY
Introduction
The Company is an open-ended investment company with variable capital organised under the lawsof Ireland as a public limited company authorised in Ireland by the Central Bank as a UCITS pursuant
to the UCITS Regulations. It was incorporated on 1 September 2011 with registration number 503109.
The sole object of the Company is the collective investment in transferable securities and/or in otherliquid financial assets as permitted by the UCITS Regulations of capital raised from the public,
operating on the principle of risk spreading.
The Company is structured as an umbrella fund with segregated liability between sub-funds. The
Articles provide that the Company may offer separate classes of Participating Shares, representing
interests in a Fund comprising a distinct portfolio of investments. The assets of each Fund shallbelong exclusively to that Fund, shall be recorded in the books and records maintained for the Fund
as being held for that Fund and separately from the assets of other Funds and shall not be used todischarge directly or indirectly the liabilities of or claims against any other Fund and shall not be
available for any such purpose.
With the prior approval of the Central Bank, the Company, in consultation with the Manager, may fromtime to time create such additional Funds as the Directors may deem appropriate. The Funds of theCompany are the Brookfield US Listed Real Estate UCITS Fund, the Brookfield Global Listed
Infrastructure UCITS Fund, the Brookfield Global Listed Real Estate UCITS Fund, the Brookfield Global
Listed Infrastructure Long Short UCITS Fund, the Brookfield Real Assets Securities UCITS Fund, theBrookfield Real Assets Debt UCITS Fund, the Brookfield Global Renewables and Sustainable
Infrastructure UCITS Fund and the Brookfield Global Listed Core Infrastructure UCITS Fund.
In addition, the Participating Shares in each Fund may be further divided into a number of different
Classes. The Directors may differentiate between the different characteristics of Shares within a Fund
including, without limitation, as regards the fees, dividend policy, commission charges, currency,
entry and exit prices or other characteristics. Details of any such Class or Classes or Shares shall be as
set out in the applicable Supplement for the relevant Fund in accordance with the requirements of theCentral Bank. The Central Bank shall be notified of and will clear in advance, the creation of suchdifferent Classes. A separate pool of assets is not maintained for each Class.
The Company is denominated in US Dollars.
Investment Objective and Policies
The assets of each Fund will be invested in accordance with the investment objectives and policies of that
Fund as set out in the applicable Supplement. The Company and its Directors, in consultation with theManager, Investment Manager and the relevant Sub-Investment Manager, if applicable, are responsible
for the formulation of the investment objectives and policies of each Fund and any subsequent change tothese objectives and policies and for compliance with the investment and borrowing restrictions
contained in the UCITS Regulations and Central Bank Regulations as set out in Schedule 2, to which each
Fund is subject. Additional restrictions (if any) relevant to each Fund will be as set out in the applicable
Supplement.
A Fund may invest in other Collective Investments Schemes, including other Funds of the Company.
Such investment in other Funds of the Company is known as “cross-investment”. A Fund may not,however, cross invest in another Fund which itself holds Shares in other Funds of the Company.
Where a Fund invests in another Collective Investment Scheme managed by the Investment Manager orcross invests in another Fund, the Directors will waive any preliminary or redemption charge which

MDW\2406443.74

17

would normally be charged. Where a commission is received by the Investment Manager by virtue of aFund’s investment in another Collective Investment Scheme or another Fund, this commission must be
paid into the property of the Fund. Where a Fund cross invests in another Fund, the Investment
Manager will waive the portion of its investment management fee and performance fee relating to that
Fund’s cross-investment in the other Fund.
Any change to the investment objective or material change to the investment policy of a Fund will bemade only with the prior approval of Shareholders by way of a simple majority of votes cast at a general
meeting or with the prior written approval of all of the Shareholders of the Fund or Company, as
appropriate. In the event of a change in the investment objective or a material change in the investment
policy of a Fund, a reasonable notification period will be given to all relevant Shareholders to enable
them to, if they choose to do so, redeem their Shares in the relevant Fund prior to the implementation ofsuch changes.
Financial Derivative Instruments
The Company may, within the conditions and limits laid down by the Central Bank, for the purpose of
efficient portfolio management specifically for currency hedging, enter into a variety of derivative
instruments including, but not limited to, swaps, options, index futures and financial futures, details of
which will be set out in the applicable Supplement. The Company may also purchase or sell spot or
forward contracts predominantly for the purpose of providing protection against exchange rate risk.
As set out in the applicable Supplement, the Investment Manager may, for efficient portfolio
management purposes, enter into sales and repurchase arrangements (repos) and stocklending
arrangements with one or more counterparties in accordance with the requirements of the Central Bank
(the “stocklending/repurchase transactions”).
Any such stocklending/repurchase transactions will be subject to the conditions, limits and requirementsof the Central Bank and the provisions of the Prospectus. In these transactions, collateral may move
between the Company and the relevant counterparty, in accordance with the Fund’s collateral policy set
out in Schedule 4 to this Prospectus, in order to secure its obligations to any counterparty or to mitigate
any counterparty risk.
Furthermore, as set out in the applicable Supplement, the Company may, for efficient portfolio
management purposes, enter into contracts for difference with one or more counterparties subject to theconditions and limits set out in the Central Bank Regulations.
Each Fund may also utilise derivative instruments for investment purposes and details of such
instruments used and the specific strategies for which such instruments are employed in this context will
be set out in the applicable Supplement.
“Efficient Portfolio Management”, for these purposes, means an investment decision involving
techniques and instruments which fulfil the following criteria:(a)they are economically appropriate in that they are realised in a cost-effective way;(b)

they are entered into for one or more of the following specific aims;(i)

a reduction of risk;(ii)

a reduction of cost; or(iii)

the generation of additional capital or income for a Fund with a level of risk which isconsistent with the risk profile of the Fund and the risk diversification rules as set out

MDW\2406443.74

18

in the Central Bank Regulations and within any further limits laid down by theCentral Bank from time to time;(c)their risks are adequately captured by a risk management process in place for the relevant
Fund (see below); or(d)they cannot result in a change to the Fund’s declared investment objective or add substantial
supplementary risks in comparison to the general risk policy as described in the Prospectus(and any other sales documents).

All the revenues arising from transactions relating to efficient portfolio management shall be returned to
the Fund following the deduction of any direct and indirect operational costs and fees arising from suchtransactions which shall be payable to the relevant counterparty. Details of the relevant counterparties
and whether they are related parties to the Company or Depositary will be disclosed in the annual andinterim financial reports for the Company. Such direct and indirect operational costs and fees will be at
normal commercial rates together with VAT, if any, thereon, and will be borne by the Company or the
relevant Fund.
The Company employs a risk management process which will enable it to accurately manage, monitor
and measure the risks attached to derivative positions and details of this process have been provided to
the Central Bank. The Company will not utilise derivative positions which have not been included in therisk management process until such time as a revised risk management process has been submitted andcleared by the Central Bank. The Manager will provide on request to Shareholders supplementary
information relating to the risk management methods employed by the Company including thequantitative limits that are applied and any recent developments in the risk and yield characteristics ofthe main categories of investments of the relevant Fund.
Securities Financing Transactions (SFTs)
Each Fund may utilise total return swaps and reverse repurchase agreements, as more fully describedin the relevant Supplement. The counterparties to such SFTs will be corporate entities (which may or
may not be related to the Investment Manager, the Depositary or their delegates) typically located inOECD jurisdictions. Accordingly, the Investment Manager or Sub-Investment Managers will checkthat the counterparties will be subject to on-going supervision by a public authority, be financiallysound and have the necessary organisational structure and resources for the relevant type oftransaction. In addition, a credit assessment will be undertaken by the Investment Manager or SubInvestment Managers with respect to each counterparty to ensure that each counterparty has aminimum credit rating of above investment grade.
All the revenues generated by SFTs are returned to the relevant Fund and all fees and operating
expenses are also paid for by the relevant Fund.
The type of assets subject to SFTs and the expected and maximum proportion of a Fund's Net Asset
Value subject to SFTs is described in each Supplement and will not exceed the investment restrictionsprescribed in Schedule 2 to this Prospectus.
Any collateral used in the context of SFTs shall comply with the Company’s Collateral Policy as set
out in Schedule 4 to this Prospectus.
Risks linked to the management of collateral, such as operational and legal risks, should be identified,managed and mitigated by the risk management process. For further information, please see thesections within this Prospectus entitled, “Derivatives Risk”, “Risk associated with Securities Financing
Transactions” and “Risks Linked to Management of Collateral”.

MDW\2406443.74

19

If the assets subject to the SFTs and collateral are received on a title transfer basis, they will be held by
the Depositary (or sub-custodian thereof). If the Company receives the assets subject to the SFTs on
any basis other than a title transfer basis, they can be held by a third party depositary which is subject
to prudential supervision and is unrelated and unconnected to the provider of such assets orcollateral.
Borrowing
The borrowing/leverage limits in respect of any Fund will be set out in the applicable Supplement
and are subject always to the limits set out in the Central Bank Regulations.
Dividend Policy
It is the intention that accumulating and distributing share classes will be created, details of which will
be set out in the relevant Supplement hereto.
Dividends may be made at the Directors’ discretion, in consultation with the Manager. Shareholders
will be notified in advance of any dividend being declared and details of any change in dividend policy
will be provided by amending the Prospectus or the applicable Supplement. To the extent that adividend may be made, it will be made in compliance with any applicable laws.
Risk Factors
Investors’ attention is drawn to the following general risk factors which may relate to an investment
in any Fund. In addition to the risks set out below, any risks specific to a particular Fund will be as
set out in the applicable Supplement.
Market Fluctuations
Potential investors should note that the investments of each Fund are subject to market fluctuations.
There is no assurance that any appreciation in the value of investments will occur or that theinvestment objective of any Fund will be achieved. The value of investments and the income derived
therefrom may fall as well as rise and investors may not recoup the original amount invested. The
difference between the cost of subscribing for Shares and the amount received on redemption meansthat any investment in the Company should be viewed as a medium to long-term investment. An
investment should only be made by those who are able to sustain a loss on their investment.
Currency Risk
Each Fund’s assets may, unless otherwise noted, be invested in securities denominated in currencies
other than the relevant currency of such Fund and any income received by such Fund from its
investments will be received in the currencies of such investments, some of which may fall in value
against the relevant currency of such Fund. Each Fund will compute its Net Asset Value and makeany distributions in the denomination of the Shares. While each Fund may, from time to time, engage
in forward foreign exchange transactions to provide protection against exchange-rate risk, there is no
guarantee that this objective will be achieved. Consequently, there is a currency exchange risk which
may affect the value of the Shares to the extent that the Fund makes investments in currencies otherthan the relevant currency of the Fund.
A currency conversion will take place on subscription, redemption, switching and distributions at
prevailing exchange rates.

MDW\2406443.74

20Equities
Equities invested in by a Fund may involve substantial risks and may be subject to wide and sudden
fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. In
addition, relatively small companies in which a Fund may invest may lack management depth or theability to generate internally, or obtain externally, the funds necessary for growth and companies withnew products or services could sustain significant losses if projected markets do not materialise.
Derivatives Risk
As will be set out in the applicable Supplement, a Fund may employ various investment techniques,
such as, but not limited to, forward foreign exchange contracts, currency futures, swaps, options andswaptions thereon, put and call options on securities, indices, stock index and interest rate futuresand options thereon, stocklending, repurchase, reverse repurchase, warrants, structured notes andcontracts-for-difference (together “derivatives”) in order to afford the protection of capital or theenhancement of investment returns. Investors should note that stocklending, repurchase and reverse
purchase agreements are used for efficient portfolio management and not for investment purposes.
These derivative positions may be executed either on-exchange or over the counter. The primaryrisks associated with the use of such derivatives are (i) failure to predict accurately the direction of themarket movements and (ii) market risks, for example, lack of liquidity or lack of correlation between
the change in the value of the underlying asset and that of the value of a Fund’s derivatives. These
techniques may not always be possible or effective in enhancing returns or mitigating risk.
The use of cross-currency hedging in order to hedge foreign currency exposure of the underlying
assets of a Fund on behalf of a Share Class into the base currency of that Fund or into a currency
institutionally linked to the base currency may adversely affect the Net Asset Value of Share classes in
the respective Fund.
A Fund’s investments in over-the-counter derivatives are subject to the risk of counterparty default.
In addition, a Fund may have to transact with counterparties on standard terms which it may not beable to negotiate.
The use of derivatives for any purpose by a Fund exposes it to the risk of loss due to the unexpected
application of a law or regulation or because contracts are not legally enforceable or documented
correctly.
Price movements of forward contracts, futures contracts, options, contracts for difference and otherderivative contracts in which a Fund’s assets may be invested are influenced by among other things,
interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange
control programs and policies of governments, and national and international political and economic
events and policies. In addition, governments from time to time intervene, directly and by regulation,in certain markets, particularly those in currencies and interest rate-related futures and options. Suchintervention often is intended directly to influence prices and may, together with other factors, cause
all of such markets to move rapidly in the same direction because of, among other things, interest rate
fluctuations. Moreover, since there is generally less government supervision and regulation of
emerging market stock exchanges and clearing houses than in more developed markets, a Fund may
also be subject to the risk of the failure of the exchanges on which its positions trade or of theirclearing houses, and there may be a higher risk of financial irregularities and/or lack of appropriate
risk monitoring and controls.
Shareholders should also note that as a result of using derivatives for the purposes of efficient
portfolio management, there is a risk that in a rising market, potential gains may be restricted.
Financial derivative instruments shall not be employed by the Company until such time that a risk
management process in accordance with the requirements of the Central Bank has been submitted to

MDW\2406443.74

21

and cleared by the Central Bank. The Company will not utilise derivative positions which have notbeen included in the risk management process until such time as a revised risk management process
has been submitted and cleared by the Central Bank.
Risk associated with Securities Financing Transactions
Total return swaps involve the exchange of the right to receive the total return, income plus capitalgains or losses, of a specified reference asset, index or basket of assets against the right to make fixed
or floating payments. The value of a total return swap may change as a result of fluctuations in theunderlying investment exposure.
The principal risk when engaging in total return swaps and reverse repurchase transactions is the riskof default by a counterparty who has become insolvent or is otherwise unable or refuses to honour its
obligations to return securities or cash to the Fund’s portfolio as required by the terms of thetransaction. Counterparty risk is mitigated by the transfer or pledge of collateral in favour of theFund.
Leverage Risk
A Fund’s possible use of borrowing, leverage or derivative instruments may result in certain
additional risks. Leveraged investments, by their nature, increase the potential loss to investors
resulting from any depreciation in the value of such investments. Consequently, a relatively small
price movement in the security underlying a leveraged instrument may result in a substantial loss to a
Fund.
Counterparty and Broker Credit Risk
A Fund will be exposed to the credit risk of the counterparties or the brokers and dealers andexchanges through which, it deals, whether it engages in exchange-traded or off-exchangetransactions. A Fund may be subject to risk of loss of its assets held by a broker in the event of thebroker's bankruptcy, the bankruptcy of any clearing broker through which the broker executes andclears transactions on behalf of a Fund, or the bankruptcy of an exchange clearing house.
Cross liability between Funds
The Company is established as a segregated portfolio company. As a matter of Irish law, the assets of
one Fund will not be available to satisfy the liabilities of another. However, the Company is a single
legal entity which may operate or have assets held on its behalf or be subject to claims in otherjurisdictions which may not necessarily recognise such segregation. There is no guarantee that the
courts of any jurisdiction outside Ireland will respect the limitations on liability associated withsegregated portfolio companies nor is there any guarantee that the creditors of one Fund will not seek
to enforce such Fund’s obligations against another Fund.
Currency Hedged Share Class risk
Where Classes of Shares denominated in different currencies are created within a Fund and currency
hedging transactions are entered into in order to hedge any relevant currency exposure, the cost andbenefit of such hedging is charged, or credited to the individual Fund and allocated to the ShareClasses concerned and is reflected at each Valuation Point in the published Net Asset Value per
Share. Currency hedging is based on anticipated investment performance and known cash flows.
There can be no guarantee that currency hedging will match exactly the Share Class currency
exposure.

MDW\2406443.74

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Sub-Investment Grade Risks
Investment in corporate bonds which hold a sub-Investment Grade credit rating, are subject to agreater risk that such investment could not be readily sold or that the issuer could default on its
obligations causing a Fund to sustain losses on such investments. The Investment Manager and,
where applicable, the Sub-Investment Manager will seek to limit such risks by in-depth credit
research and careful securities selection but there can no assurance it will not acquire securities withrespect to which the issuer subsequently defaults. Sub-Investment Grade debt securities are
speculative and involve a greater risk of default and price changes due to changes in the issuer’s
creditworthiness. The market prices of these debt securities fluctuate to a greater extent thanInvestment Grade securities and may decline significantly in periods of general economic difficulty or
uncertainty
Substantial Repurchases
Substantial repurchases by Shareholders may necessitate liquidation of investments. It is possiblethat losses may be incurred due to such liquidations that might otherwise not have arisen.
Expenses Charged to Capital
Shareholders should note that if there is insufficient income, all or part of the management fees andexpense of a Fund may be charged to the capital of a Fund as set out in the applicable Supplement.
This will have the effect of lowering the capital value of the Shareholder’s investment and “income”
will be achieved by foregoing the potential for future capital growth.
Valuation Risk
Uncertainties surrounding, or delay of, the valuation of investments of any Fund could have an
adverse effect on the Shareholders thereof and their investment in the Fund. Valuation of theinvestments, which will affect the investment management fee paid and performance fee allocated to
the Investment Manager, may involve estimates, uncertainties and judgments, and if such valuations
prove to be incorrect, a Fund’s Net Asset Value could be overstated or understated, perhaps
materially. Likewise, redemptions may be based upon such overstated or understated Net Asset
Value, which may adversely affect incoming or redeeming Shareholders or remaining Shareholders.
The value of the assets held in each Fund is determined according to the valuation principles
described in Schedule I – Valuations of Funds. However, in certain circumstances, valuations are
based on sources deemed reliable by the Investment Manager, in consultation with the Administrator
and approved by the Depositary, in their good faith judgment.
None of the Manager, the Administrator, the Depositary, the Investment Manager or a SubInvestment Manager will bear any liability if a price, reasonably believed by it to be an accuratevaluation of a particular investment, is subsequently found to be inaccurate.
Taxation
Any change in the Company’s tax status or in applicable tax legislation or practice could affect thevalue of investments held by the Company and affect the Company’s ability to provide a return toinvestors. Potential investors and Shareholders are advised to consult their professional advisersconcerning the potential tax consequences of acquiring, holding and disposing of shares in the
Company and should note that the statements on taxation, which are set out herein and in eachSupplement, are based on advice which has been received by the Directors regarding the tax law andpublished tax authority practice in force in the relevant jurisdiction as at the date of this Prospectus
and each Supplement. As is the case with any investment, there can be no guarantee that a tax
position or proposed tax position prevailing at the time an investment is made in the Company will

MDW\2406443.74

23

endure indefinitely. The attention of potential investors is drawn to the tax risks associated withinvesting in the Company, particularly the section entitled “Taxation of the Company” starting on
page 55.
Temporary suspension
Investors are reminded that in certain circumstances their right to redeem or convert Shares may be
temporarily suspended as set out in more detail in the section entitled “Temporary Suspension ofValuation of the Participating Shares and of Sales, Redemptions and Exchanges” on page 54.
The value of a Fund’s assets may be affected by uncertainties such as international politicaldevelopments, changes in government policies, changes in taxation, restrictions in foreign investment
and currency repatriation, currency fluctuations and other developments in the laws and regulationsof countries in which investments may be made.
Investment in cash
A Fund may also invest substantially in Cash Deposits and Money Market Instruments. Investors
should note the difference between the nature of a direct investment in a Cash Deposit or Money
Market Instrument and the nature of an investment in the Fund and, in particular, the risk that the
principal invested in the Fund is capable of fluctuation.
Controlling Shareholder
There is no restriction on the percentage of the Company’s Shares that may be owned by one person
or a number of connected persons. It is possible, therefore, that one person, including a person orentity related to the Investment Manager or, a collective investment scheme managed by theInvestment Manager, may obtain control of the Company or of a Fund.
Emerging Markets Risk
Emerging markets require consideration of matters not usually associated with investing in securities
of issuers in developed capital markets. Emerging markets may present different economic andpolitical conditions from those in western markets, and less social, political and economic stability.
The absence, until relatively recently, of any move towards capital markets structures or to a freemarket economy mean that exposure to emerging markets is more risky than investing in westernmarkets.
Investments in emerging markets may carry risks with failed or delayed settlement and withregistration and custody of securities. Companies in emerging markets may not be subject toaccounting, auditing and financial reporting standards or be subject to the same level of government
supervision and regulation as in more developed markets. The reliability of trading and settlement
systems in some emerging markets may not be equal to that available in more developed markets
which may result in problems in realising investments. Lack of liquidity and efficiency in certain
stock markets or foreign exchange markets in certain emerging markets may mean that from time totime there may be difficulties in purchasing or selling securities there.
The Net Asset Value of the Fund may be affected by uncertainties such as political or diplomaticdevelopments, social instability and religious differences, changes in government policies, taxationand interest rates, currency conversion and repatriation and other political and economic
developments in law or regulations in emerging markets and, in particular, the risks of expropriation,nationalisation, confiscation or other taking of assets, debt moratoria and/or debt defaults andchanges in legislation relating to the level of foreign ownership in certain sectors of the economy.

MDW\2406443.74

24

There are also other risks associated with investment in emerging markets, particularly in Russia.
Such risks include a potentially low level of investor protection (the absence of, or the failure toobserve, legal and regulatory standards designed to protect investors); poor or opaque corporate
governance (loss may be caused owing to the ineffective manner in which an organisation iscontrolled or managed); legislative risk (that laws may be changed with retrospective and/or
immediate effect); and political risk (that the interpretation or method of enforcement of laws may bechanged with a consequent and adverse effect on a Fund).
Convertible Securities
A Fund may invest in convertible securities. Convertible securities are preferred stocks or debt
obligations that are convertible at a stated exchange rate or formula into common stock or other
equity securities. Convertible securities generally offer lower interest or dividend yields than nonconvertible securities of similar quality. Convertible securities have both equity and fixed-income
risk characteristics. Like all fixed-income securities, the value of convertible securities is susceptible
to the risk of market losses attributable to changes in interest rates. Generally, the market value of
convertible securities tends to decline as interest rates increase and, conversely, to increase as interest
rates decline. The markets for convertible securities may be less liquid than markets for common
stocks or bonds. Convertible securities are also subject to credit risk, and are often lower-quality
securities.
Fixed income securities
Fixed income securities are subject to the risk of an issuer's ability to meet principal and interest
payments on the obligation (credit risk), and may also be subject to price volatility due to such factors
as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (market risk). The fixed income securities in which the Fund may invest are interest ratesensitive. An increase in interest rates will generally reduce the value of fixed-income securities, while
a decline in interest rates will generally increase the value of fixed-income securities. The performanceof the Fund will therefore depend in part on the ability to anticipate and respond to such fluctuations
on market interest rates, and to utilise appropriate strategies to maximise returns, while attempting tominimise the associated risks to investment capital.
Preferred Shares
A Fund may invest in preferred shares. Preferred shares are securities that represent an ownershipinterest providing the holder with claims on the issuer’s earnings and assets before commonshareholders, but after bond holders and other creditors. Because preferred shares are equity
securities, they may be more susceptible to risks traditionally associated with equity investments thana Fund’s fixed income securities. Investments in preferred stock present market and liquidity risks.
The value of a preferred stock may be highly sensitive to the economic condition of the issuer, andmarkets for preferred stock may be less liquid than the market for the issuer’s common stock. The
market prices of preferred stocks are subject to changes in interest rates and are more sensitive tochanges in an issuer’s creditworthiness than are the prices of debt securities. Shareholders ofpreferred stock may suffer a loss of value if dividends are not paid. Under ordinary circumstances,preferred stock does not carry voting rights.
Depositary Receipts
A Fund’s investments in foreign securities may include investment in depositary receipts, including
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary
Receipts (GDRs).
Certain depositary receipts, typically those denominated as unsponsored, require the holders thereof
to bear most of the costs of the facilities while issuers of sponsored facilities normally pay more of the

MDW\2406443.74

25

costs thereof. The depository of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited securities or to passthrough the voting rights to facility holders in respect to the deposited securities, whereas thedepository of a sponsored facility typically distributes shareholder communications and passes
through voting rights.
Subordinated Securities
A Fund may invest in other types of fixed income securities which are subordinated or “junior” tomore senior securities of the issuer, or which represent interests in pools of such subordinated or
junior securities. Such securities may include below Investment Grade bonds and preferred stock.
Under the terms of subordinated securities, payments that would otherwise be made to their holders
may be required to be made to the holders of more senior securities, and/or the subordinated or
junior securities may have junior liens, if they have any rights at all, in any collateral (meaning
proceeds of the collateral are required to be paid first to the holders of more senior securities). As aresult, subordinated or junior securities will be disproportionately adversely affected by a default oreven a perceived decline in creditworthiness of the issuer.
Structured Securities
A Fund may invest in structured securities. The value of the principal and/or interest on suchsecurities is determined by reference to changes in the value of specific currencies, interest rates,
commodities, indices or other financial indicators (the “Reference”) or the relative change in two or
more References. The interest rate or the principal amount payable upon maturity or redemption
may be increased or decreased depending upon changes in the Reference. The terms of the structured
securities may provide in certain circumstances that no principal is due at maturity and therefore may
result in a loss of a Fund’s investment. Changes in the interest rate or principal payable at maturity
may be a multiple of the changes in the value of the Reference. Structured securities are a type ofderivative instrument and the payment and credit qualities from these securities derive from theassets embedded in the structure from which they are issued. Structured securities may entail agreater degree of risk than other types of fixed income securities.
Debt Obligations
A Fund may invest in governmental debt obligations. An investment in governmental debt
obligations (sovereign debt) involves special risks that are not present in corporate debt obligations.
The issuer of the sovereign debt or the governmental authorities that control the repayment of thedebt may be unable or unwilling to repay principal or interest when due, and a Fund may have
limited recourse in the event of a default. During periods of economic uncertainty, the market prices
of sovereign debt may be more volatile than prices of debt obligations of other issuers. In the past,certain countries have encountered difficulties in servicing their debt obligations, withheld payments
of principal and interest and declared moratoria on the payment of principal and interest on theirsovereign debt.
Exchange-Traded Funds
A Fund may invest in exchange-traded funds (“ETFs”). ETFs are a type of index fund bought andsold on a securities exchange. In addition, because they, unlike traditional mutual funds, are tradedon an exchange, ETFs are subject to the following risks: (i) the performance of the ETF may not
replicate the performance of the underlying index that it is designed to track; (ii) the market price of
the ETF’s shares may trade at a premium or discount to the ETF’s net asset value; (iii) an active
trading market for an ETF may not develop or be maintained; and (iv) there is no assurance that therequirements of the exchange necessary to maintain the listing of the ETF will continue to be met or
remain unchanged. In the event substantial market or other disruptions affecting ETFs should occur

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in the future, the liquidity and value of the Fund’s shares could also be substantially and adversely
affected.
Risks Related to the Investment Manager
Dependence on the Investment Manager. All decisions with respect to the trading activities of theFunds will be made by the Investment Manager or any applicable Sub-Investment Managers.
Investors will not have the opportunity to evaluate fully for themselves the relevant economic,
financial, and other information regarding any Fund’s investments. Shareholders will be dependent
on the Investment Manager’s judgment and abilities in selecting investments and in selecting
successful Sub-Investment Managers and on the Sub-Investment Manager’s judgment and abilities inselecting investments. There is no assurance that the Investment Manager or any Sub-Investment
Manager will be successful. Accordingly, no subscriber should purchase any Shares unless it iswilling to entrust all aspects of the selected Fund’s trading activities to the Investment Manager.
Key Personnel. The Investment Manager of each Fund is dependent upon the services of its key
personnel. If the services of any such person were to become unavailable to a Investment Manager,
there is no guarantee that the Investment Manager would continue to trade in accordance with themethodology set forth in the Supplement applicable to the particular Fund, or to act as a SubInvestment Manager to the Fund.
Operating History. Potential investors have only each Fund’s operating history upon which toevaluate such Fund’s performance. Certain of the Funds have limited operating histories. The past
performance of any Fund or of the Investment Manager cannot be relied upon as an indicator of theFund’s future performance or success. No assurance can be given that any Fund will be profitable orwill not incur substantial losses.
Holdings. The Investment Manager and its affiliates (each, an “Adviser Investor”) may from time totime own a significant amount of a Fund’s shares (an “Adviser Investment”). An Adviser Investor
may make an Adviser Investment to enable a Fund to reach critical mass or because the Adviser
Investor has capital to invest and wants exposure to a Fund’s investment strategy or for other reasons.
If an Adviser Investment is substantial relative to a Fund’s overall asset size, a partial or complete
redemption of the Adviser Investment, which may occur at any time, including at the time of otherinflows or outflows, may have a material adverse effect on a Fund’s expense ratio, portfolio turnover
and the overall ability to manage a Fund. The Adviser Investor reserves the right to redeem its
Adviser Investment at any time in accordance with applicable law in its sole and absolute discretion.
Claims Against Brookfield; Regulatory Investigations. The Investment Manager’s parent company(“Brookfield”) is a global asset manager with many investment strategies and offices and employees
around the world. Given the broad spectrum of operations of Brookfield and its affiliates, claims (orthreats of claims) and governmental investigations, examinations, requests for information, audits,inquiries, subpoenas and other regulatory or civil proceedings can and do occur in the ordinary
course of its and its affiliates’ (including the Investment Manager’s) business. Such investigations,actions and proceedings may impact the Company, including by virtue of reputational damage to
Brookfield (including the Investment Manager) or otherwise. The unfavorable resolution of suchitems could result in criminal or civil liability, fines, settlements, charges, penalties or other monetaryor non-monetary remedies or sanctions that could negatively impact Brookfield (including theInvestment Manager). In addition, such actions and proceedings may involve claims of strict liability
or similar risks against the Company in certain jurisdictions or in connection with certain types ofactivities. While Brookfield (including the Investment Manager) has implemented policies andprocedures designed to protect against non-compliance with applicable rules and regulations, there is
no guarantee that such policies and procedures will be adequate or will protect Brookfield in all
instances.

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Other ClientsThe Investment Manager may manage other investment vehicles and has not agreed to commit any
particular percentage of its time or resources to the management of any one of the Funds.
Compulsory Redemption of Shares
The Shares of any Shareholder may be compulsorily redeemed as more fully described in the section
headed “Compulsory Redemptions” on page 49.
Different Investment Experience of Investors
Because investors will both acquire and redeem Shares of a Fund at different times, certain investors
may experience a loss on their Shares even though other investors experience gains and the particularFund, as a whole, is profitable. Consequently, the performance of a Fund will not necessarily be
representative of any particular Shareholder’s investment experience in it.
Charges
In addition to normal and usual operating expenses, each Fund will be subject to the management fee
and the administration fee, payable irrespective of profitability, and its transactional expenses andcustodial costs.
In addition to the risks set out above, any risks specific to a particular Fund will be as set out in theapplicable Supplement.
The foregoing list of risk factors does not purport to be a complete enumeration or explanation of therisks involved in an investment in the Fund. Prospective investors should read this entire Prospectus
and consult with their own advisers before deciding to invest in the Fund.
Cyber Security Risk
Cyber security breaches may occur allowing an unauthorised party to gain access to assets of theFunds, Shareholder data, or proprietary information, or may cause the Company, the Manager, theInvestment Manager, the Administrator or the Depositary to suffer data corruption or lose
operational functionality.
The Funds may be affected by intentional cyber security breaches which include unauthorised accessto systems, networks, or devices (such as through “hacking” activity); infection from computerviruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise
disrupt operations, business processes, or website access or functionality. In addition, unintentional
incidents can occur, such as the inadvertent release of confidential information (possibly resulting in
the violation of applicable privacy laws). A cyber security breach could result in the loss or theft ofShareholder data (including information in relation to identity) or funds, the inability to accesselectronic systems, loss or theft of proprietary information or corporate data, physical damage to acomputer or network system, or costs associated with system repairs. Such incidents could cause theCompany, the Manager, the Investment Manager, the Administrator, the Depositary, or other service
providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial
loss. Consequently, such incidents could have a material adverse effect on a Fund. In addition, such
incidents could affect issuers in which a Fund invests, and thereby cause a Fund’s investments to lose
value, as a result of which investors, including the relevant Fund and its Shareholders, could
potentially lose all or a portion of their investment with that issuer.
Data Protection Risk

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In order to maintain security and to prevent infringement of Data Protection Law, the Company, theAdministrator or the Depositary where acting as a “data controller” are each required to evaluate therisks inherent in the processing of data and implement measures to mitigate those risks, such as
encryption. Such measures are required to ensure an appropriate level of security, including
confidentiality, taking into account the state of the art and the costs of implementation in relation to
the risks and the nature of the personal data to be protected. Potential investors and Shareholders
should be aware that certain data security risks can arise by processing of personal data, such asaccidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal
data transmitted, stored or otherwise processed which may in particular lead to physical, material or
non-material damage. There may be instances where processing operations by the Company, theManager, the Investment Manager, the Administrator and/or the Depositary are likely to result in ahigh risk to the rights and freedoms of potential investors or Shareholders, however, the relevant data
controller will be responsible for the carrying out of a data protection impact assessment to evaluate,
in particular, the origin, nature, particularity and severity of any such risk. A personal data breachmay, if not addressed in an appropriate and timely manner, result in physical, material or nonmaterial damage to potential investors or Shareholder such as loss of control over their personal dataor limitation of their rights, discrimination, identity theft or fraud, financial loss, damage to
reputation, loss of confidentiality of personal data protected by professional secrecy or any othersignificant economic or social disadvantage to the natural person concerned and/or the Company.
Risks Associated with Umbrella Fund Cash Accounts
An umbrella fund cash account will operate in respect of the Company rather than a relevant Fundand the segregation of Unprocessed Monies from the liabilities of Funds other than the relevant Fundto which the Unprocessed Monies relate is dependent upon, among other things, the correct
recording of the assets and liabilities attributable to individual Funds by or on behalf of the Company.
In the event of an insolvency of the Fund, there is no guarantee that the Fund will have sufficientmonies to pay unsecured creditors (including the investors entitled to Unprocessed Monies) in full.
Monies attributable to any other Funds will also be held in the umbrella fund cash accounts. In theevent of the insolvency of a Fund (an “Insolvent Fund”), the recovery of any amounts to whichanother Fund (the “Beneficiary Fund”) is entitled, but which may have transferred in error to theInsolvent Fund as a result of the operation of the umbrella fund cash account, will be subject toapplicable law and the operational procedures for the umbrella fund cash account. There may bedelays in effecting, and/or disputes as to the recovery of, such amounts, and the Insolvent Fund may
have insufficient funds to repay amounts due to the Beneficiary Fund.
In the event that an investor fails to provide the subscription monies and all requisite documentation
associated with its subscription application within the timeframe stipulated in this Prospectus, theinvestor will be required to indemnify the Fund against the liabilities that may be incurred by it. The
Company may cancel any Shares that have been issued to the investor and charge the investor
interest and other expenses incurred by the relevant Fund. In the event that the Company is unable torecoup such amounts from the defaulting investor, the relevant Fund may incur losses or expenses in
anticipation of receiving such amounts, for which the relevant Fund, and consequently its
Shareholders, may be liable.
It is not expected that any interest will be paid on the amounts held in the umbrella fund cash
account. Any interest earned on the monies in the umbrella fund cash account will be for the benefitof the relevant Fund and will be allocated to the Fund on a periodic basis for the benefit of the
Shareholders at the time of the allocation.
The Central Bank’s guidance titled “Umbrella funds - cash accounts holding subscription, redemption anddividend monies” is new and, as a result, may be subject to change and further clarification.

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Common Reporting Standard (“CRS”) Risks
The requirements of the CRS as implemented in Ireland may impose additional due diligenceprocedures, systems and/or administrative burdens and costs on the Company and/or its
Shareholders. Investors are reminded that their personal and account information may need to bereported to the relevant tax authorities. Where investors provide inaccurate or incomplete
information, the Funds could become liable to withholding taxes and other penalties for noncompliance. The Company has the ability to compulsorily redeem recalcitrant investors and makewithholdings from distributions/redemption proceeds to pass on any CRS related financial penalties
and costs suffered by a Fund solely to any recalcitrant investors that have caused the liabilities rather
than allowing such liabilities to be borne by the investors as a whole.
US Foreign Account Tax Compliance Act (“FATCA”)
Pursuant to FATCA, the Company (or each Fund) will be required to comply (or be deemedcompliant) with extensive reporting and withholding requirements designed to inform the U.S.
Department of the Treasury of U.S.-owned foreign investment accounts. Failure to comply (or bedeemed compliant) with these requirements will subject the Company (or each Fund) to U.S.
withholding taxes on certain U.S.-sourced income and gains. Pursuant to an intergovernmental
agreement between the United States and Ireland, the Company (or each Fund) may be deemedcompliant, and therefore not subject to the withholding tax, if it identifies and reports U.S. taxpayer
information directly to the Revenue Commissioners of Ireland. Investors may be requested toprovide additional information to the Company to enable the Company (or each Fund) to satisfy
these obligations. Failure to provide requested information may subject an investor to liability for any
resulting U.S. withholding taxes, U.S. tax information reporting and/or mandatory redemption,transfer or other termination of the investor’s interest in its Shares.
Prospective investors should consult their own tax advisor with regard to US federal, state, local andnon-US tax reporting and certification requirements associated with an investment in the Company.
MiFID II
The package of European Union market infrastructure reforms known as “MiFID II” (Markets in
Financial Instruments Directive 2014/65/EU) is expected to have a significant impact on theEuropean capital markets. MiFID II, which took effect from 3 January 2018, increases the regulation of
trading platforms and firms providing investment services.
Among its many reforms, MiFID II will bring in significant changes to pre-trade and post-tradetransparency obligations in respect of financial instruments admitted to trading on EU trading
venues, including a new transparency regime for non-equity financial instruments; an obligation to
execute transactions in shares and derivatives on a regulated trading venue; and a new focus on
regulation of algorithmic and high frequency trading. These reforms may lead to a reduction inliquidity in certain financial instruments, as some of the sources of liquidity exit European markets,and an increase in transaction costs, and, as a consequence, may have an adverse impact on the abilityof the Investment Manager to execute the investment program effectively.
New rules requiring unbundling the costs of research and other services from dealing commission
and further restrictions on the Investment Manager’s ability to receive certain types of goods andservices from brokers may result in an increase in the investment-related expenditure of the Company
and/or negatively impact the Investment Manager’s ability to access investment research.
Government Intervention in Financial Markets
Global economies and financial markets are increasingly interconnected, which increases thepossibility that conditions in one country or region may adversely affect companies in a different

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country or region. In the past, instability in the financial markets has led governments and regulators
around the world to take a number of unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme volatility, and insome cases a lack of liquidity. Governments, their regulatory agencies, or self-regulatoryorganizations may take actions that affect the regulation of the instruments in which a Fund invests,
or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may alsochange the way in which the Company or a Fund is regulated. Such legislation or regulation could
limit or preclude a Fund’s ability to achieve its investment objective.
Governments or their agencies may also acquire distressed assets from financial institutions andacquire ownership interests in those institutions. The implications of government ownership anddisposition of these assets are unclear, and such a program may have positive or negative effects on
the liquidity, valuation and performance of a Fund’s portfolio holdings. Furthermore, volatilefinancial markets can expose a Fund to greater market and liquidity risk and potential difficulty invaluing portfolio instruments held by a Fund.
In addition to the risks discussed above, the change in presidential administration could significantly
impact the regulation of U.S. financial markets. Areas subject to potential change, amendment or
repeal include the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, including theSection 619 (the “Volcker Rule”) and various swaps and derivatives regulations, the authority of theFederal Reserve Board and Financial Stability Oversight Council, and renewed proposals to separate
banks’ commercial and investment banking activities. Other potential changes that could be pursued
by the new presidential administration could include the United States’ withdrawal from, or attempt
to renegotiate, various trade agreements or the taking of other actions that would change current
trade policies of the United States. It is not possible to predict which, if any, of these actions will betaken or, if taken, their effect on the economy, securities markets or the financial stability of theUnited States. The Company and/or a Fund may be affected by governmental action in ways that are
not foreseeable, and there is a possibility that such actions could have a significant adverse effect on
the Company and/or a Fund and a Fund’s ability to achieve its investment objective.
Recent Market, Economic and Social Developments Risk
Periods of market volatility remain, and may continue to occur in the future, in response to various
political, social and economic events worldwide. These conditions have resulted in, and in manycases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack ofprice transparency, with many securities remaining illiquid and of uncertain value. Such market
conditions may adversely affect a Fund, including by making valuation of some of a Fund’s securities
uncertain and/or result in sudden and significant valuation increases or declines in a Fund’s
holdings. If there is a significant decline in the value of a Fund’s portfolio, this may impact the asset
coverage levels for a Fund’s outstanding leverage. Risks resulting from any future debt or othereconomic crisis could also have a detrimental impact on the global economic recovery, the financial
condition of financial institutions and a Fund’s business, financial condition and results of operation.
Market and economic disruptions have affected, and may in the future affect, consumer confidence
levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt
and home prices, among other factors. To the extent uncertainty regarding the global economy
negatively impacts consumer confidence and consumer credit factors, a Fund’s business, financial
condition and results of operations could be significantly and adversely affected. Downgrades to thecredit ratings of major banks could result in increased borrowing costs for such banks and negatively
affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain
interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interestpaying securities. Market volatility, rising interest rates and/or unfavorable economic conditions
could impair a Fund’s ability to achieve its investment objective.
Political Risks Relating to Russia’s Invasion of Ukraine

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The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine,
Europe, NATO and the United States. Russia’s military invasion of Ukraine, the resulting responses
by the United States and other countries, and the potential for wider conflict has increased volatility
and uncertainty in the financial markets, specifically on companies in the oil and gas sector, financeand resource extraction. The extent and duration of Russia’s military actions, resulting sanctions andconsequent future market disruptions are impossible to predict, but could be significant and may
negatively affect global supply chains, inflation, oil and gas supply, and global growth. The
ramifications of the hostilities and sanctions, however, may not be limited to Russia. Conflict between
Ukraine and Russia is likely to negatively impact other regional and global economic markets(including Europe, Asia and the United States), companies in other countries (particularly those thathave exposure to Russia and Ukraine) and on various sectors, industries and markets for securities
and commodities globally, such as oil and natural gas and banking.
Health Crisis Risk
An outbreak of an infectious respiratory illness, COVID-19, caused by a novel coronavirus has
resulted in travel restrictions, disruption of healthcare systems, prolonged quarantines, cancellations,
supply chain disruptions, lower consumer demand, layoffs, ratings downgrades, defaults and othersignificant economic impacts. Certain markets have experienced temporary closures, extreme
volatility, severe losses, reduced liquidity and increased trading costs. In particular, COVID-19 has
resulted in substantial market volatility and global business disruption, impacting the global
economy and the financial health of individual companies in significant and unforeseen ways. The
future impact of COVID-19 are currently unknown, which may exacerbate other types of risks that
apply to a Funds and negatively impact Fund performance and the value of your investment in any of
the Funds. It is not possible to determine the ultimate impact of COVID-19 at this time. Further, theextent and strength of any economic recovery after the COVID-19 pandemic abates is uncertain andsubject to various factors and conditions, including the emergence of other infectious illness
outbreaks that may have similar impacts. Accordingly, an investment in any of the Funds is subject toan elevated degree of risk as compared to other market environments.
Geopolitical Risk
Occurrence of global events such as war, terrorist attacks, natural disasters, country instability,
infectious disease epidemics, pandemics and other public health issues, market instability, debt crises
and downgrades, embargoes, tariffs, sanctions and other trade barriers and other governmental tradeor market control programs, the potential exit of a country from its respective union and related
geopolitical events, may result in market volatility and may have long-lasting impacts on both the
U.S. and global financial markets. Additionally, those events, as well as other changes in foreign anddomestic political and economic conditions, could adversely affect individual issuers or relatedgroups of issuers, securities markets, interest rates, secondary trading, credit ratings, inflation,
investor sentiment and other factors affecting the value of a Fund’s investments. Certain of a Funds’
investments may be subject to Brexit risk. About one year after the United Kingdom officiallydeparted the European Union (commonly referred to as “Brexit”), the United Kingdom and theEuropean Union reached a trade agreement that became effective on December 31, 2020. Under theterms of the trade deal, there will be no tariffs or quotas on the movement of goods between the
United Kingdom and Europe. The decision made in the United Kingdom referendum to leave theEuropean Union has led to volatility in global financial markets, and in particular in the markets of
the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate andfinancial confidence in the United Kingdom and Europe. There can be no assurance that the new
trade agreement will improve the instability in global financial markets caused by Brexit. Given thesize and importance of the United Kingdom’s economy, uncertainty or unpredictability about its
legal, political and/or economic relationships with Europe has been, and may continue to be, a sourceof instability and could lead to significant currency fluctuations and other adverse effects on
international markets and international trade even under the new trade guidelines.

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FEES, COSTS AND EXPENSESManagement Fee
Under the provisions of the Management Agreement, the Company will pay the Manager a fee notexceeding 0.02% per annum of the Net Asset Value of a Fund as of the relevant Valuation Date subject
to the minimum fee of €50,000 per annum for the initial Fund and €12,500 per annum for eachincremental Fund. The management fee will accrue daily and will be payable monthly in arrears (andpro rata for lesser periods).
The Manager will also be entitled to reimbursement of all reasonable properly-vouched out-of-pocket
expenses (including VAT thereon) incurred in the performance of its duties hereunder.
Investment Management Fee
Under the provisions of the investment management agreement, the Company will pay theInvestment Manager a fee in respect of its duties as investment manager at an agreed upon
percentage of the closing Net Asset Value of the relevant Fund (plus VAT, if any) prior to the accrualof the investment management fee as of each Valuation Date. The investment management fee willaccrue on and will be reflected in the Net Asset Value calculated on each Valuation Date and will be
paid monthly in arrears. Further details of such fees will be set out in the applicable Supplement.
The Investment Manager shall also be entitled to be repaid all of its reasonable out of pocket expenses
incurred in the performance of its duties hereunder.
The Investment Manager shall pay, out of its own funds, the fees payable to a Sub-Investment
Manager and may pay all or any part of its investment management fee to the Sub-Investment
Manager of the relevant Fund.
Administration Fee
Under the provisions of the Administration Agreement, the Administrator is entitled to a fee for theprovision of fund accounting and administrative services at a rate which will be set out in the
Supplement for each Fund. The administration fee will accrue daily and will be paid monthly inarrears out of the assets of the Fund.
The Administrator shall also be entitled to be repaid out of the assets of the Fund all of its reasonable
out-of-pocket expenses incurred on behalf of the Fund which shall include legal fees, couriers’ fees
and telecommunication costs and expenses.
Depositary Fee
Under the provisions of the Depositary Agreement, the Depositary is entitled to a fee for trustee andcustody services at a rate which will be set out in the Supplement for each Fund. The depositary fee
will accrue daily and will be payable monthly in arrears out of the assets of the relevant Fund.
The Depositary shall be reimbursed all reasonable out-of-pocket expenses incurred by it on behalf of
the Fund (such as telephone and fax expenses) including stamp duties and registration fees, banking
maintenance fees and interbank transfer fees, and the fees and expenses of sub-custodians, at normal
commercial rates.
Where the Depositary is required to carry out additional duties to those originally agreed, including
the provision of additional reports, amending the structure of a Fund or its documentation or
terminating a Fund or winding up the Company, and this requires additional work to be performedby or review of the documents by the Depositary, the Depositary will be entitled to charge additional

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fees at a rate as may be agreed in advance with the Directors. Shareholders will be notified of any
increase in custody fees due to such additional work before such increase takes effect.
Director’s Remuneration
The Directors shall be entitled to a fee in remuneration for their services at a rate to be determinedfrom time to time by the Directors, but so that the aggregate amount of Directors’ remuneration in
any one year shall not initially exceed €110,000. The Directors may also be reimbursed for expenses
incurred in connection with the business of the Company and may, if the Directors so determine (andsubject to subsequent Shareholder ratification in a general meeting), receive additional remuneration
for special services rendered to or at the request of the Company. Such fees and expenses shall bepayable by the Company.
Establishment Expenses
The fees and expenses incurred in connection with the establishment of the Company, the preparationand publication of this Prospectus and all legal costs and out-of-pocket expenses did not exceed
US$115,000.
All of the establishment expenses were initially borne by the Funds of the Company established at thetime of the establishment of the Company.
Soft Commissions
A Sub-Investment Manager may effect transactions by or through the agency of another person withwhom the Sub-Investment Manager for a Fund or any of its affiliates have arrangements under whichthat party will from time to time provide to or procure for the Sub-Investment Manager or any of its
affiliates, goods, services or other benefits (such as research and advisory services, computer
hardware associated with specialised software research measures and performance measures etc.),
the nature of which must be such that their provision can reasonably be expected to assist in theprovision of investment services to the Fund for which the Sub-Investment Manager is providing
advice and for which no direct payment is made but instead the Sub-Investment Manager and any of
its affiliates undertake to place business with that party. Such arrangements are known as "softcommission" arrangements.
Where soft commission arrangements are to be entered into by, or on behalf of, a Fund, appropriatearrangements will be made to ensure that:(i)the broker or counterparty to the arrangement has agreed to provide best execution to the
Fund;

(ii)

the benefits provided under the arrangement will be those which assist in the provision of
investment services to the Fund; and(iii)

there will be adequate disclosure of such arrangements in the periodic reports relating to the
Fund.

Other Expenses
The Company will also pay the following costs and expenses:(a)all stamp duty (other than any payable by an applicant for Participating Shares or by a
Shareholder) or other tax or duty which may be levied or payable from time to time, on or in
respect of, the Company or on creation or issue of Shares or arising in any other circumstance;

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(b)

all fiscal and purchase or fiscal and sale charges arising on any acquisition or disposal ofinvestments;(c)

all expenses incurred in relation to the registration of any investments into and transfer of any
investments out of the name of the Company or its nominees or the holding of any
investment or the custody of investments and/or any Prospectus or title thereto (includingbank charges, insurance of documents of title against loss in shipment, transit or otherwise)and charges made by the registrar for acceptance of documents for safe custody, retention
and/or delivery;(d)

all expenses incurred in the collection of income of the Company;(e)all ongoing fees & expenses of investing in various markets including, but not limited to, setup costs and account maintenance costs;(f)

all costs and expenses of, and incidental to, preparing resolutions of Shareholders for the
purpose of securing that the Company conforms to legislation coming into force after the dateof the incorporation of the Company (including costs and expenses incurred in the holding ofa meeting of Shareholders, where necessary);(g)

all taxation payable in respect of the holding of, or dealings with, or income from, theCompany relating to the Company’s property and in respect of allocation and distribution ofincome to Shareholders other than tax of Shareholders or tax withheld on account of
Shareholders’ tax liability;(h)all commissions, stamp duty, value added tax and other costs and expenses (including
brokerage charges) of, or incidental to, any acquisition, holding, realisation or other dealing ininvestments, foreign exchange options, financial futures, contracts for differences or any otherderivative instruments or the provision of cover or margin therefore or in respect thereof or inconnection therewith;(i)all stationery, printing and postage costs in connection with the preparation and distributionof cheques, warrants, tax certificates, statements, accounts and reports made, issued or
despatched pursuant to the Articles;(j)the fees and expenses including any VAT thereon of the auditors, tax and legal advisers andother professional advisers to the Company;(k)any annual regulatory fees payable including any VAT thereon to the Central Bank;(l)any fees payable including any VAT thereon by the Company to any regulatory authority in
any other country or territory, the costs and expenses (including legal, accountancy and otherprofessional charges and printing costs) incurred in meeting on a continuing basis thenotification, registration and other requirements of each such regulatory authority, and any
fees and expenses of representatives or facilities agents in any such other country or territory;(m)

all fees and costs relating to a scheme of reconstruction and amalgamation (to the extent it has
not been agreed that such expenses should be borne by other parties) under which theCompany acquires property;(n)all research and due diligence fees and expenses (including research and due diligence
related travel expenses);(o)

all other costs and expenses incurred by the Company and any of its appointees which arepermitted by the Articles; andMDW\2406443.74

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(p)

fees in respect of company secretarial services.

The foregoing expenses will be properly vouched for.

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MANAGEMENT AND ADMINISTRATIONThe Directors
The Directors of the Company are:
Heather Goldman
Heather Goldman is an independent non-executive director. Ms. Goldman has extensive experiencein executive leadership, business development and marketing of investment vehicles similar to thosemanaged by the Investment Manager. She has over 25 years’ experience as a financial services
executive having worked in a senior capacity across a diverse array of firms in the private equity,
investment management, fintech and commercial banking industries including the Bank of Montrealgroup of companies and Starwood Capital Group Global. She previously served as head of global
marketing and business development for the Investment Manager, and as such has extensive
knowledge of the Investment Manager, its operations and personnel. She also has prior experience
working in other roles for the parent company of the Investment Manager. In addition to herphilanthropic board activities, Ms. Goldman serves on a number of independent directorships that
include other fund platforms of the Investment Manager. Heather holds an MBA from Chicago Booth
Graduate School of Business and a BA in International Relations from the University of WisconsinMadison. She has been a registered representative holding Series 7, 63, 79 and 24 licenses (inactive).
Desmond Quigley
Desmond Quigley is a non-executive director of a number of investment funds and financial services
companies. From 1995 to 2010, Mr Quigley was head of the Financial Services Group at Ernst &Young in Ireland, covering Asset Management, Banking and Insurance Business. Prior to this, from1988 to 1994, Mr Quigley served two terms as Managing Partner of Ernst & Young in Ireland. Before
that, Mr Quigley was appointed as a partner of Ernst & Whinney in Ireland in 1977. Mr Quigley is achartered accountant and is a Fellow of Chartered Accountants Ireland.
Jonathan Tyras
Jonathan Tyras is an independent non-executive director of a number of investment funds. Mr. Tyras
has almost three decades' experience in the financial services industry. He currently is a member ofsenior management of CB1 Capital, and previously served as the General Counsel, Chief Financial
Officer and as a Managing Director of the Investment Manager for over ten years, and has extensive
knowledge of the Investment Manager, its operations and personnel. Prior to joining the Investment
Manager in 2006, Mr. Tyras spent eight years as a capital markets attorney with a major internationallaw firm, after beginning his career with Ernst & Young LLP, where he was a certified public
accountant.
Mr. Tyras holds a JD from the University of Pennsylvania Law School and BSBA degrees in Financeand Accounting from Georgetown University.
Lesley Williams
Lesley Williams is an independent non-executive director. Ms. Williams has over 25 years' experiencein capital markets having held senior positions with Goodbody Stockbrokers, Euronext Dublin and
Investec Bank Ireland. She is a non-executive director of Irish Continental Group plc and Origin
Enterprises plc. She also holds a number of directorships in the asset management and International
fund sectors.
Lesley is an Associate member of the Chartered Financial Analyst Institute (CFA) from which she also
holds the certificate in ESG Investing, and is a Fellow of the Chartered Institute for Securities and

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Investment. She also holds the diploma in company direction from the Institute of Directors and a
B.Comm from University College Dublin.
All of the Directors are non-executive directors and their address, for the purpose of the Company, isthe registered office of the Company.
The Manager
The Company has appointed Waystone Management Company (IE) Limited as Manager of theCompany pursuant to the terms of the Management Agreement.
The Manager will be responsible for the management and general administration of the Company
with power to delegate such functions subject to the overall supervision and control of the Manager.
In accordance with the requirements of the Central Bank, the Manager delegates certain of its fundadministration duties to the Administrator and some of its portfolio management functions to theInvestment Manager. The liability of the Manager to the Company will not be affected by the fact thatit has delegated certain of its functions.
The Manager was incorporated in Ireland as a private limited company on 7 August 2012. It is a 100%
subsidiary of Waystone (Ireland) Limited, a limited liability company incorporated in Ireland, which
is a 100% subsidiary of Waystone Governance Limited, a Cayman incorporated private limited
company which is regulated by the Cayman Islands Monetary Authority. The company secretary of
the Manager is Waystone Centralised Services Limited.
The Manager and Waystone Governance Limited are part of the Waystone group of companies (theWaystone Group). The Waystone Group is a worldwide leader in fund governance, based in Dublin,
Waystone also has offices in Cashel, Cayman, Luxembourg, London, Hong Kong, Singapore and New
York led by principals experienced in their specialist markets.
The Manager must perform its duties under the Management Agreement in good faith and in acommercially reasonable manner using a degree of skill, care and attention reasonably expected of aprofessional manager and in the best interests of the Shareholders. The Manager has the discretion todelegate all the powers, duties and discretions exercisable in respect of its obligations under theManagement Agreement as the Manager and any delegate may from time to time agree. Any suchappointment will be in accordance with the requirements of the Central Bank.
The Manager has delegated the administration of the Company’s affairs, including responsibility forthe preparation and maintenance of the Company’s records and accounts and related fundaccounting matters, the calculation of the Net Asset Value per Share and the provision of registration
services in respect of the Funds to the Administrator.
The Manager has further delegated the investment management and distribution responsibilities inrespect of the Funds to the Investment Manager.
The Management Agreement provides that the appointment of the Manager will continue in force
unless and until terminated by either party on ninety days’ prior written notice or otherwise inaccordance with the terms of the Management Agreement. The Management Agreement contains
provisions regarding the Manager’s legal responsibilities. The Manager is not liable for losses,
actions, proceedings, claims, damages, costs, demands and expenses caused to the Company unless
resulting from its negligence, wilful default or fraud.
The Manager is subject to remuneration policies, procedures and practices (together, the“Remuneration Policy”). The Remuneration Policy is consistent with and promotes sound andeffective risk management. It is designed not to encourage risk-taking which is inconsistent with therisk profile of the Funds. The Remuneration Policy is in line with the business strategy, objectives,

MDW\2406443.74

38values and interests of the Company and the Funds, and includes measures to avoid conflicts ofinterest. The Remuneration Policy applies to staff whose professional activities have a material impact
on the risk profile of the Funds, and ensures that no individual will be involved in determining or
approving their own remuneration. The Remuneration Policy will be reviewed annually.
Details of the up-to-date Remuneration Policy, including a description of how remuneration andbenefits are calculated, the identity of persons responsible for awarding the remuneration andbenefits, including the composition of the remuneration committee (if any), are available via
https://www.waystone.com/waystone-policies/. The Remuneration Policy summary will be madeavailable for inspection and a paper copy may be obtained, free of charge, on request from theManager.
The Manager's main business is the provision of fund management services to collective investment
schemes such as the Company. The Manager is legally and operationally independent of the
Administrator, the Depositary and the Investment Manager.
Directors of the Manager
The Directors of the Manager are:
Tim Madigan (Irish Resident) (Independent). Mr. Madigan is an independent non-executive chairperson
for the Company. He is also an independent non-executive chairperson for Waystone Management(UK) Limited. He serves as an independent non-executive director for a number of investment funds,
both Irish-domiciled (UCITS and AIFs) and Luxembourg-domiciled (AIFs), as well as for an Irish
cross-border life insurance company (where he also acts as chair of the audit committee). He waspreviously an independent non-executive director of a UK life insurance company (where he also
acted as chair of the risk and compliance committee). From 2010 to 2011 Mr. Madigan was financedirector of Aviva Investment Management Europe, where he led the set-up of the finance function for
Aviva Europe's Dublin based centre of excellence, established to manage treasury assets andinvestment management mandates. Prior to this, Mr. Madigan was managing director of cross-borderlife insurance company Aviva Life International from 2006 to 2010. Previously he was finance director
for that company. In this role he chaired the investment committee as well as leading a strategic
review of business in 2009 following the onset of the global financial crisis. He holds a bachelor’s
degree in Business Studies (Finance) from the University of Limerick, is a Fellow of the Association ofChartered Certified Accountants and is a Certified Investment Fund Director. He served as an elected
Council member of the Irish Fund Directors Association from 2016 to 2020.
Andrew Bates (Irish Resident) (Independent), Mr. Bates is an independent non-executive director for theCompany as well as Chair of its risk committee. He currently serves as chair and non-executive
director for a number of Central Bank regulated operating companies and fund product vehicles. Mr.
Bates was the Head of the Financial Services practice at Dillon Eustace LLP spending almost 30 years
as a legal advisor, working with a wide variety of financial services companies and fund promoterson establishment and authorisation matters, product design contract negotiations, outsourcing, crossborder passporting and on various interactions with regulators. Recognised as a leading lawyer in his
practice areas by Chambers, by the IFLR 1000 and by the Legal 500, Mr. Bates has also previously
serviced as a Council Member of Irish Funds for 3 years. Mr. Bates holds a Diploma in Company
Direction from the Institute of Directors, as well as a Bachelor of Civil Law from University College
Dublin.
Rachel Wheeler (UK Resident). Ms. Wheeler is CEO of Global Management Company Solutions at
Waystone and non-executive director for the Company. A leading asset management general counsel,
Ms. Wheeler brings to Waystone over 20 years of experience in managing legal and regulatory risk
and working with the corresponding regulatory bodies. At Waystone, Ms. Wheeler oversees its
management companies and MiFID services globally, ensuring that a uniform, best-in-classoperational process is applied to all entities within her remit.Ms. Wheeler plays a pivotal role in all

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operational and strategic matters and works closely with Waystone’s leadership team on its growthstrategy, including future acquisitions.
Ms. Wheeler joined Waystone from GAM Investments where she served as Group General Counsel
and as a member of the Senior Leadership Team. Prior to this, Ms. Wheeler served as General Counsel
at Aviva Investors where she was a member of the Executive Team. Ms. Wheeler has held senior
positions in the legal teams of USS Investment Management, Bank of New York Mellon, Gartmore
Investment Management and Merrill Lynch Investment Management. Ms. Wheeler began her career
as a solicitor in corporate and financial services law at Simmons & Simmons. Ms. Wheeler has apostgraduate diploma in Law and Legal Practice Course from the College of Law, Guildford and a
BA (Hons) in History from the University of Wales.
James Allis (Irish Resident). Mr. Allis serves as the European Fund Services Chief Operating Officer
and is currently executive director for the Company. Mr. Allis has been active in the financial services
industry since 2004. He joined Waystone in 2016 and has served for a time as the Company’s CEO,
Chief Operations Officer and prior to that, as the Designated Person responsible for Operational Risk
Management. Mr. Allis has overseen a range of international investment management clientscovering both AIFM and UCITS. His remits have covered product development, risk, valuation, due
diligence, and audit. Mr. Allis has also been a Board member of Waystone’s Irish MiFID firm and has
acted as chairperson for the risk committee of the company. Prior to joining Waystone, Mr. Allis
worked for Citco Fund Services, Dublin as Senior Account Manager, leading a team to work on awide array of structures. Mr. Allis holds a Bachelor of Business Studies in Finance and a Masters inInternational Relations, both from Dublin City University. Mr. Allis was also a member of the Irish
Funds Organizational Risk Working Group for over two years and is certified by PRMIA.
Andrew Kehoe (Irish Resident) is the CEO and executive director for the Company. At Waystone, heoversees the Irish management company business and works closely with the CEO of Waystone’s
Global Management Company Solutions and senior management in Waystone’s managementcompanies in other jurisdictions to help ensure that a uniform, best in class operational process isapplied across all entities and that group strategy is implemented at an Irish level. He is also
responsible for Waystone’s fund consulting services in Ireland.
The Investment Manager
Brookfield Public Securities Group LLC (the “Investment Manager”) serves as the Company’s
investment manager and promoter. The Investment Manager is an SEC-registered investment adviser
and represents the public securities platform of Brookfield Asset Management. The Investment
Manager provides global listed real assets strategies including real estate equities, infrastructure
equities, real asset debt and diversified real assets. With more than $18 billion of assets undermanagement as of 31 October 2023, the Investment Manager manages separate accounts, registeredfunds and opportunistic strategies for institutional and individual clients, including financial
institutions, public and private pension plans, insurance companies, endowments and foundations,sovereign wealth funds and high net worth investors. The Investment Manager is a wholly owned
subsidiary of Brookfield Asset Management, a leading global alternative asset manager withapproximately $800 billion of assets under management as of 30 September 2023. For more
information, go to www.brookfield.com.
The Investment Manager currently serves as the investment manager to all the Funds pursuant to an
investment management agreement between the Company, the Manager and the Investment
Manager dated 6 December 2021 (the “Investment Management Agreement”). Pursuant to theInvestment Management Agreement, the Investment Manager furnishes a continuous investment
program for the Funds’ portfolios, makes the day-to-day investment decisions for the Funds, arranges
the portfolio transactions of the Funds, and generally manages the Funds’ investments in accordancewith the stated policies of the Fund, subject to the general supervision of the Manager and the Board.
The Investment Management Agreement provides, inter alia, that:

MDW\2406443.74

40

(i)

the appointment of the Investment Manager shall continue and remain in force unless anduntil terminated by any party giving to the other not more than 90 days’ nor less than 30
days’ notice in writing;(ii)

the Company shall indemnify and keep indemnified and hold harmless, the Manager and theInvestment Manager (and each of its partners, officers, employees and agents) out of theassets of each Fund from and against any liabilities and expense (including legal fees andexpenses) reasonably incurred by the Investment Manager in connection with theperformance of its duties and/or the exercise of its powers under the Investment
Management Agreement in the absence of any wilful misfeasance, negligence, material
breach of Agreement, bad faith, reckless disregard or wilful default in the performance or
non-performance by the Investment Manager of its duties under the Investment Management
Agreement. The benefit of any such indemnity shall be extended to any Sub-Investment
Manager appointed by the Investment Manager in accordance with the provisions of theInvestment Management Agreement provided always that the scope and terms of suchindemnity provided to that Sub-Investment Manager do not materially differ from the scope
and terms of the indemnity provided to the Investment Manager pursuant to the Investment
Management Agreement; and(iii)

the Investment Manager is entitled to payment of fees for its services and reimbursement ofexpenses, as more fully described in the sections headed “Fees, Costs and Expenses –Investment Management Fee” on page 33.

The Investment Manager may, with the prior consent of the Manager, appoint a Sub-Investment
Manager to certain Funds with responsibility for investing the assets of that Fund. Details of each
Sub-Investment Manager will be as set out in the applicable Supplement.
The Administration Agreement
The Company and the Manager have appointed the Administrator under the terms of an agreement
dated on or about 6 December 2021 (the “Administration Agreement”) to carry on the generaladministration and accounting of the Company and to act as registrar and transfer agent to theCompany.
The Administrator is a company incorporated with limited liability in Ireland on 31 January 1997.
The Administrator is engaged in the business of, inter alia, providing fund administration services toand in respect of collective investment undertakings and investment companies. The Administrator
has responsibility for the administration of the Company’s affairs including the calculation of the Net
Asset Value and preparation of the accounts of the Company, subject to the overall supervision of the
Directors.
The Administrator is a subsidiary of CACEIS Investor Services Bank S.A., which is a company
incorporated with limited liability in Luxembourg with its registered address at 14, Porte de France,
L-4360, Esch-sur-Alzette,Luxembourg.
The Administration Agreement provides, inter alia, that:(i)the appointment of the Administrator shall continue and remain in force unless and until
terminated immediately upon any party (a) going into liquidation, (b) ceasing to be permitted
to act in its current capacity, (c) commits a material breach of the agreement or (d) in theevent that an administrator/examiner is appointed or by either party giving to the other notless than 90 days’ written notice.

(ii)

the Company shall indemnify the Administrator against all actions, claims, costs, damages,
liabilities and expenses incurred by the Administrator, its Directors, officers, shareholders,

MDW\2406443.74

41

employees, servants or agents in the performance of any of its obligations or duties under the
Administration Agreement including, without limitation, complying with any proper
instructions otherwise than due to the fraud, bad faith, negligence, recklessness, or wilful
default of the Administrator, its Directors, officers, employees, servants or agents in theperformance of any of its obligations or duties under the Administration Agreement. Any
indemnity expressly given to the Administrator under the Administration Agreement shallbe in addition to, and without prejudice to, any indemnity allowed at law.
(iii)

the Administrator is entitled to payment of fees for its services and reimbursement ofexpenses, as more fully described in the section headed “FEES AND EXPENSES Administration Fee” on page 33.

The Depositary Agreement
The Company has appointed the Depositary under the Depositary Agreement to act as the depositary
in respect of the Company’s assets.
The Depositary is a branch of CACEIS Investor Services Bank S.A. CACEIS Investor Services Bank
S.A. is a company incorporated with limited liability in Luxembourg on 11 April 1994. The head
office of CACEIS Investor Services Bank S.A. is 14, Porte de France, L-4360 Esch-sur-Alzette,
Luxembourg. The Depositary is responsible for providing safe custody, oversight and asset
verification services for all of the Company’s assets which are held under the control of the
Depositary. Pursuant to the UCITS Regulations, the Depositary, in respect of the Company, shall,inter alia, monitor and verify the Company’s cash flows, custody all of the Company’s financial
instruments that are capable of being held in custody and shall perform verification and record
keeping services in respect of the Company’s other assets. The main activity of the Depositary is toact as trustee and custodian of collective investment schemes such as the Company. The Depositary
has been approved by the Central Bank to act as depositary for the Company.
The Depositary Agreement provides, inter alia, that:(i)the appointment of the Depositary shall continue and remain in force unless and until
terminated immediately upon any party (a) going into liquidation (b) ceasing to be permitted
to act in its current capacity or (c) commits a material breach of the agreement or by any party
giving to the other not less than 90 days’ written notice(ii)

the Company agrees to indemnify and keep indemnified the Depositary, its directors, officers,
employees and shareholders from and against any and all actions, proceedings, claims, costs,
demands and expenses (including, without limitation, legal fees and other costs, charges andexpenses in enforcing or attempting to enforce this indemnity) which may be brought against,
suffered or incurred by the Depositary other than those resulting from the unjustifiable
failure to perform its obligations or its improper performance of such obligations;(iii)

the Company may invest in markets where custodial and/or settlement systems are not fully
developed and, therefore, the assets of the Company which are traded in such markets andwhich have been entrusted to sub-custodians where the use of such sub-custodians isnecessary, may be exposed to risk in circumstances whereby the Depositary will have noliability. Such countries include Argentina, Russia, Nigeria and Vietnam; and(iv)

the Depositary is entitled to payment of fees for its services and reimbursement of expenses,
as more fully described in the section headed “FEES AND EXPENSES - Depositary Fee” onpage 33.

A list of the delegates and sub-delegates who have been appointed by the Depositary can be found in
Schedule 5 hereto. Any fees and transaction charges associated with the use of such sub-delegates

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42

shall be at normal commercial rates. Up-to-date information on the identity of the Depositary, adescription of the Depositary’s duties; a description of any conflicts of interest that may arise; and a
description of any safekeeping functions delegated by the Depositary, the list of delegates and subdelegates and any conflicts of interest that may arise from such delegation will be made available toinvestors upon request.
Additional Material Contracts
Swiss Agreements
Pursuant to the Representation Agreement between the Company and ACOLIN Fund Services AG(“Acolin”) (the “Representation Agreement”), the Company has appointed Acolin to act as theCompany’s Swiss representative.
The Representation Agreement provides, inter alia, that:(i)the appointment of Acolin shall remain in force, and in any event for a minimum period of
one year, until terminated (a) by either party upon 30 days’ written notice; or (b) immediately
upon the occurrence of certain events, such as the insolvency of one of the parties or if it is in
the best interest of Shareholders.

(ii)

the parties shall perform their activities to the best of their knowledge, conscience and ingood faith, and with the due care expected from a professional specialist in the fund industry.
Furthermore, each party shall indemnify (the "Indemnifying Party") the other party from andagainst all direct losses which the other party may at any time suffer, in particular in respectof losses suffered or alleged to be suffered by any investor or former investor of the Company
as a result of the Indemnifying Party's negligent, wilful or fraudulent action contravening theapplicable law, the Representation Agreement or the Company’s fund documentation. For
the avoidance of doubt, in no event shall the parties be liable for, or be indemnified against,
any special, indirect, consequential or punitive loss or damages under the Representation
Agreement.

(iii)

Acolin is entitled to be paid fees at normal commercial rates with respect its appointment as
the Company’s Swiss representative, in addition to any reasonable and necessary out-ofpocket expenses.

Pursuant to the Paying Agent Agreement among the Company, the Depositary and Neue Helvetische
Bank AG (“Neue Helvetische”) dated 23 August 2017 (the “Paying Agent Agreement”), theCompany and the Depositary have appointed Neue Helvetische Bank AG to act as the Company’s
paying agent in Switzerland.
The Paying Agent Agreement provides, inter alia, that:(i)the appointment of Neue Helvetische shall remain in force until terminated (a) by either party
at the end of each month upon 30 days’ written notice; or (b) immediately upon theoccurrence of certain events, such as the insolvency of one of the parties;(ii)

the Company shall indemnify Neue Helvetische in full upon first request regarding claims
from third parties directly arising from a breach of Company’s duties under the Paying Agent
Agreement, unless such claims arise as a result of Neue Helvetische‘s gross negligence or
wilful misconduct with regard to its duties under the Paying Agent Agreement. In addition,
Neue Helvetische shall be liable for its own gross negligence and wilful misconduct; andMDW\2406443.74

43(iii)

Neue Helvetische is entitled to be paid fees at normal commercial rates with respect its
appointment as the Company’s paying agent in Switzerland, in addition to any properly
vouched documented costs relating to the function of Aquila.

In the context of the Company appointing Acolin as its Swiss representative and Neue Helvetische as
its Swiss paying agent, the Company was required from a Swiss regulatory perspective to enter into a
Swiss distribution agreement among the Company, Acolin and the Investment Manager pursuant towhich the Investment Manager is to distribute the relevant Funds to qualified investors in
Switzerland. For the avoidance of doubt, there are no fees to be paid to the Investment Manager by
the Company under the Swiss distribution agreement.
Distributors and Other Parties
The Company, the Manager and/or the Investment Manager may, from time to time, appoint
distributors, paying agents, representative agents, facilities agents, information agents or otherentities with regard to the distribution, placement or marketing of Shares. Should the fees andexpenses payable to such parties be paid out of the assets of the Company or of a Fund, such fees andexpenses shall be charged to the Company or a Fund at normal commercial rates.

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VALUATIONS, SUBSCRIPTIONS AND REDEMPTIONS
Subscriptions
The Directors shall, before the Initial Offer of Shares in any Fund, determine the terms on which such
Shares will be issued.
There is no maximum amount to be raised for each Fund during the Initial Offer or thereafter;
however, no Fund will commence trading until such time as sufficient amounts, as determined by the
Directors in their discretion, have been received by the Fund.
Shares are available for general subscription, subject to certain restrictions set out below and as
described in the section headed “Investor Restrictions” on page 50.
Shares of each Fund may be divided into separate Classes. The various Classes will generally differ
from each other in the fees payable with respect to such Class, as set out in the applicable
Supplement, and with respect to the investors that are eligible to invest in the various Classes.
All applicants must subscribe for Shares of an amount equal to the Minimum Initial Subscription or
the Minimum Subsequent Subscription, in the case of an applicant’s first subscription or any further
subscription, as applicable.
The Directors, in their absolute discretion, may choose to accept an amount less than the minimum
initial subscription or the minimum subsequent subscription.
After the Initial Offer for each Fund has closed, the Fund may accept requests for subscriptions oneach Subscription Date at a price equal to the Net Asset Value per Share of the relevant Fund as
calculated at the Valuation Point on the relevant Subscription Date.
Applicants should complete the subscription agreement (available from the Administrator) and send
it by post, delivery or fax (with the original signed form and supporting documentation in relation toanti-money laundering checks to follow immediately) to the Administrator to be received no later
than 12.00pm (Dublin time), in the case of the Initial Offer, on the date on which the Initial Offer
closes and, thereafter, no later than 12.00pm (Dublin time) on the relevant Subscription Date on
which Shares are to be issued (each a “Subscription Dealing Deadline”). Subscription monies must
be received by the Administrator, for the account of the Fund, by no later than, in the case of theInitial Offer, the date on which the Initial Offer closes. Thereafter, subscription monies must be
received by the Administrator, for the account of the Fund, by no later than 5pm on the third BusinessDay after the relevant Subscription Date, or such later date as the Directors may determine. If
payment in full has not been received by the relevant times stipulated above, the Company and/or
the Investment Manager may cancel the allotment and the Shareholder shall indemnify and holdharmless the Company, the Directors, the Manager, the Investment Manager, the Administrator andthe Depositary for any loss, cost or expense suffered by them as a result of a failure by the
Shareholder to pay the subscription monies by the relevant time
Applications not received or incorrectly completed applications received by the Administrator by thetimes stipulated above may, at the absolute discretion of the Directors, be held over and applied on
the next following applicable Subscription Date or until such time as a properly completed
subscription agreement is received by the Administrator on the date on which it is processed. The
Directors may, in exceptional circumstances, accept applications for Shares after the relevant
Subscription Dealing Deadline specified above provided that they are received before the Valuation
Point. The Directors will determine whether the circumstances are exceptional and the rationale forthis decision will be documented.
During any period of net subscriptions, a charge may be added to the purchase price per Share anddeducted directly from the subscription proceeds, to cover the dealing cost involved in purchasing

MDW\2406443.74

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investments in the underlying investments of the relevant Fund as set out in the applicable
Supplement. The charge is intended to protect existing and continuing Shareholders against thedilution of the value of their investment on account of these charges and to preserve the value of theunderlying assets of the relevant Fund.
In addition, the Directors may in their discretion charge a subscription fee, payable to the Investment
Manager (and as further disclosed in the relevant Supplement for the relevant Fund). This fee may be
paid in full or in part by the Investment Manager to introducing agents and intermediaries.
Before subscribing for Shares, an applicant who is not an Irish Resident or is an Exempt Irish Resident
will be required to complete a declaration in a form prescribed by the Revenue Commissioners of
Ireland. Such declaration will be included in the subscription agreement, which is available from theAdministrator.
Shareholders are required to notify the Administrator immediately of any change in their status withrespect to the eligibility requirements described herein and in the subscription agreement and furnish
the Administrator with whatever additional documents relating to such change as it may request. IT
IS THE RESPONSIBILITY OF EACH SHAREHOLDER TO VERIFY THAT IT IS PERMITTED TOOWN SHARES AND TO ENSURE THAT THE SHARES HELD BY IT WILL AT NO TIME BE HELDFOR THE ACCOUNT OR BENEFIT OF ANY PERSON PROHIBITED FROM HOLDING SUCHSHARES.
Measures aimed at the prevention of money laundering will require an applicant to provide
verification of identity, verification of address and source of funds to the Administrator.
The Administrator reserves the right to request such information as is necessary to verify the identity,
address and source of funds of the applicant. This information may also include details as to the tax
residency of an applicant together with relevant documentary evidence. Depending on thecircumstances of each application, a detailed verification of the source of funds might not be required
where (i) the investor makes payment from an account held in the investor’s name at a recognised
financial institution or (ii) the application is made through a recognised intermediary. These
exceptions will only apply if the financial institution or intermediary referred to above is locatedwithin a country recognised in Ireland as having equivalent anti-money laundering regulations or
satisfies other applicable conditions. In the event of delay or failure by the applicant to produce any
information required for verification purposes, the Administrator may refuse to accept the application
and all subscription monies. The Administrator may also refuse to process a redemption or pay out
redemption proceeds if any requested information in original form is not received.
The Administrator will notify applicants if additional proof of identity is required. By way of
example, an individual will be required to produce a certified copy of a current passport or
identification card (which should show the signature and date of birth of the individual applicant)together with two pieces of evidence of the applicant’s address, such as an original or certified copy ofa utility bill or bank statement (no more than six months old). In the case of corporate applicants, thiswill require production of certified copies of all documentation including the certificate ofincorporation (and any change of name), bye-laws, memorandum and articles of association (orequivalent), and authorised signatories list together with the names, occupations, residential andbusiness addresses and dates of birth of all directors, beneficial owners and authorised signatories.
Detailed verification of directors’ and substantial beneficial owners’ identity and address may also be
required.
Shares will not be issued until such time as the Administrator is satisfied with all the information anddocumentation that it has received from the applicant. This may result in Shares being issued on a
Subscription Date subsequent to the Subscription Date on which an applicant initially wished to have
Shares issued to him/her. It is further acknowledged that the Administrator shall be held harmlessby the applicant against any loss arising as a result of the failure to process the subscription or pay

MDW\2406443.74

46

out redemption proceeds if such information as has been requested by the Administrator has not been
provided by the applicant. In addition, the Administrator will not pay out redemption proceeds until
such time as the original of the subscription agreement used on initial subscription and any otherdocumentation required by the Administrator, including all anti-money laundering documentation, isreceived by the Administrator and all anti-money laundering procedures have been completed.
Shares will be issued in registered form. A contract note, which will constitute a written confirmationof ownership of the Shares to which it relates, will be sent to each successful applicant within fiveBusiness Days of the determination of the Net Asset Value in respect of the relevant Subscription Dateon which the application is being processed. The contract note will detail the number of Shares towhich it relates, the Class of Shares to which it relates, the Fund to which it relates and the price atwhich the Shares have been issued. Shareholder certificates will not be issued. Investors will not beentered onto the register of Shareholders if they subscribe for less than the Minimum Initial
Subscription (or such other amount as the Directors have in their absolute discretion determined).
Shares will be issued upon: (i) fulfilment of the conditions for acceptable subscriptions; (ii) the
provision of all relevant money laundering documentation; and (iii) receipt of cleared funds by theCompany and the Administrator in accordance with the terms and conditions of the Prospectus andSupplements in force at the time of the subscription. Failure by the Company to receive cleared funds
within the relevant time limit as set out above may result in the cancellation of the subscription.
Applicants will be required to agree to indemnify and hold harmless the Company, the Manager, theDirectors, the Investment Manager, the relevant Sub-Investment Manager, the Administrator and the
Depositary for any losses, costs or expenses incurred by them as a result of the failure or default of theinvestor to transmit subscription monies in immediately available funds to the account of theCompany within the time specified above.
In addition, the Administrator may delay processing a redemption request or paying out redemption
proceeds until proper information has been provided including any relevant money laundering
documentation and such delays could lead to redemption requests being held over to subsequent
Redemption Dates. The Administrator shall be held harmless by the applicant against any loss
arising as a result of such delays.
The Directors, in consultation with the Manager, may, in their absolute discretion (and following
consultation with the Administrator), accept payment for Shares by a transfer in specie of assets, thenature of which would qualify as investments of the relevant Fund in accordance with the investment
objective, policy and restrictions of the relevant Fund and the value of which (including the Net Asset
Value per Share, thereof) shall be determined by the Administrator, having consulted with theInvestment Manager and the Depositary, in accordance with the valuation principles governing theCompany and applicable law. The Directors, in consultation with the Manager, and the Depositary
will also ensure that the number of Shares issued in respect of any such in specie transfer will be thesame amount which would have fallen to be allotted for settlement in cash. Any prospective investor
wishing to subscribe for Shares by a transfer in specie of assets will be required to comply with any
administrative and other arrangements (including any warranties to the Company in relation to thetitle of such assets being passed to the Depositary, if applicable) for the transfer specified by the
Depositary and the Administrator. In addition, the Directors, in consultation with the Manager,
must ensure that any assets transferred will be vested with the Depositary on behalf of the Company.
The Directors, in consultation with the Manager, and the Depositary must be satisfied that any suchin specie transfer will not result in any material prejudice to existing Shareholders.
The Directors, in consultation with the Manager, may, in their absolute discretion, reject any
application for Shares in full or in part. Amounts paid to the Company in respect of subscription
applications which are rejected (or, in the case of applications which are not accepted in full, thebalance of the amount paid) will be returned, where permitted by applicable law, to the applicant at
his/her own risk and expense without interest.

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Redemptions
After the Initial Offer for each Fund has closed, the Fund may accept requests for redemptions oneach Redemption Date at a price equal to the Net Asset Value per Share of the relevant Fund as
calculated at the Valuation Point on the relevant Redemption Date.
Unless otherwise stated in the applicable Supplement, requests for redemption may be made by post,delivery or fax (with the original to follow immediately) to the Administrator so as to be received byno later than 12.00pm (Dublin time) on the relevant Redemption Date on which the Shares are to beredeemed (the “Redemption Dealing Deadline”). Redemption requests will only be processed onreceipt of faxed instructions where payment is made to a bank account on record.
Redemption requests not received by the times set out above may, at the absolute discretion of the
Directors, be held over and applied on the next following applicable Redemption Date. A request fora partial redemption of Shares will be refused, or the holding may be redeemed in its entirety, if, as aresult of such partial redemption, the aggregate Net Asset Value of the Shares maintained by the
Shareholder would be less than the Minimum Holding. The Directors may, in exceptional
circumstances, accept redemption requests after the Redemption Dealing Deadline specified above
provided that they are received before the Valuation Point. The Directors will determine whether thecircumstances are exceptional and the rationale for this decision will be documented.
Settlement for redemptions will normally be made by telegraphic transfer or other form of banktransfer to the bank account of the Shareholder specified in the subscription agreement (at the
Shareholder’s risk) within three Business Days after the Redemption Date, or in any event within fiveBusiness Days after the Redemption Date, provided that the Administrator has received the correct
redemption documentation, including all relevant anti-money laundering documentation. In any
event, subject to the terms herein and in the relevant Supplement, the period for payment ofredemption proceeds shall not exceed 14 calendar days following the deadline that redemption
requests must be received by. No payments to third parties will be effected.
Redemption proceeds will not be paid where an original subscription agreement and, where relevant,such other anti-money laundering documentation as is required in original format, has not beenpreviously received from the investor. No redemption payment may be made from that holding until
the original subscription agreement has been received from the Shareholder and all documentation
required by the Administrator including any documents in connection with anti-money laundering
procedures have been received and anti-money laundering procedures have been completed. Anyamendments to an investor’s registration details and payment instructions can only be effected uponreceipt of original documentation. Redemption requests will only be processed on receipt of faxed
instructions where payment is made to a bank account on record. In addition, the Administrator may
refuse to process a redemption request unless proper information has been provided.
The
Administrator shall be held harmless by the applicant against any loss arising as a result of such
refusal.
During any period of net redemptions, the redemption price per Share may be reduced, at thediscretion of the Directors, by a charge in respect of each Fund to cover the dealing costs involved inredeeming investments in the underlying investments of the relevant Fund as set out in the applicable
Supplement. The charge is intended to protect existing and continuing Shareholders against thedilution of the value of their investment on account of these charges.
The Company and the Administrator will be required to withhold tax on redemption monies at theapplicable rate unless it has received from the Shareholder a declaration as to status and residency inthe form prescribed by the Revenue Commissioners of Ireland confirming that the Shareholder iseither (i) not an Irish Resident, or (ii) an Exempt Irish Resident, in each case in respect of whom it is
not necessary to deduct tax.

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Deferral of Redemptions
The Directors, in consultation with the Manager, may, in their absolute discretion, refuse to redeem
Shares in excess of 10% of the Net Asset Value of the relevant Fund on any applicable Redemption
Date. In this event, the limitation will apply pro rata so that all Shareholders wishing to have their
Shares redeemed on that Redemption Date redeem the same proportion of such Shares, and Shares
not redeemed will be carried forward for redemption on the next applicable Redemption Date and all
following applicable Redemption Dates (in relation to which the Administrator will carry out thesame procedure as described herein) until the original request has been satisfied in full. If requests
for redemption are so carried forward, the Administrator will inform the Shareholders affected.
Where part of a redemption request is carried forward to one or more subsequent Redemption Dates,
the redemption request will be treated as if it was received on each subsequent Redemption Date,
without priority over new redemption requests received on the same Redemption Date, until all the
Shares subject to the original redemption request have been redeemed.
In specie Redemptions
The Directors, in consultation with the Manager, may, in their absolute discretion, determine that thepayment of redemption proceeds shall be satisfied in whole or in part by the in specie transfer ofassets of the relevant Fund having a value equal to the Net Asset Value of the Shares to be redeemed.
Such in specie transfers may only be made with the consent of the redeeming Shareholder, unless theredemption request represents 5% or more of the Net Asset Value of the Fund, in which case theconsent of the redeeming Shareholder is not required but the Directors will, if requested by such
Shareholder, sell the assets which have been allocated to satisfy the redemption request, with thecosts of the sale of the assets being deducted from the redemption proceeds which are to be remitted
to such Shareholder. The allocation of the assets of the Fund used to satisfy all in specie redemption
requests are subject to the approval of the Depositary.
Compulsory Redemptions
The Directors, in consultation with the Manager, may compulsorily redeem or transfer any holding of
Shares if it comes to their attention that those Shares are being held directly or beneficially by any
person who is not entitled to apply for Shares as described more fully in the section headed “Investor
Restrictions” below. The Directors, in consultation with the Manager, also reserve the right to thecompulsory redemption of all Shares held by a Shareholder if the aggregate Net Asset Value of the
Shares held by the Shareholder is less than the Minimum Holding. Prior to any compulsory
redemption of Shares, the Directors will notify the Shareholder in writing and allow such Shareholder
thirty days to purchase additional Shares to meet this minimum holding requirement.
Abusive Trading Practices
Excessive, short-term (or market timing) or other abusive trading practices may disrupt portfolio
management strategies and harm performance of a Fund. To minimise harm to a Fund and its
Shareholders, the Directors, working in conjunction with the designated anti-money laundering
reporting officer, reserve the right to reject any subscription (including any transfer) from any
investor whom they believe has a history of abusive trading or whose trading, in their judgement, hasbeen or may be disruptive to a Fund. In making this judgement, the Directors may consider trading
done in multiple accounts under common ownership or control.
Transfers
A Shareholder may transfer all or any of his Shares by an instrument in writing in the usual orcommon form or in any other form as the Directors may approve. The transferor shall be deemed toremain the holder of any Shares that it proposes to transfer until the name of the transferee is enteredin the Company’s register of members in respect of those Shares. In respect of the Shares, each

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transferee will be required to provide the same information, representations and warranties to theCompany as are required from any applicant for Shares.
The Company will be required to account for tax on the value of the Shares transferred at theapplicable rate unless it has received from the transferor a declaration as to status and residency inthe prescribed form confirming that the Shareholder transferring their Shares is not Resident in
Ireland or is an Exempt Irish Resident. The Company reserves the right to redeem such number of
Shares held by a transferor as may be necessary to discharge the tax liability arising. The Company
reserves the right to refuse to register a transfer of Shares until it receives a declaration as to thetransferee’s status and residency in the form prescribed by the Revenue Commissioners of Ireland.
Investor Restrictions
Potential investors should note that restrictions apply regarding the types of persons to whom Shares
may be issued and transferred. These restrictions apply, inter alia, in order to comply with the laws
and regulations of certain jurisdictions, including Ireland.
Shares will only be issued, and are only transferable to investors who, in the opinion of the Directors,
are not Restricted Persons. A “Restricted Person” is a person in respect of whom the Directors have
imposed restrictions for the purpose of ensuring that no Shares are held by any person or persons:(i)in breach of the law or requirements of any country or governmental authority;(ii)

in circumstances (whether directly or indirectly affecting such person or persons and whether
taken alone or in conjunction with any other person or persons, connected or not, or any
other circumstance appearing to the Directors to be relevant) where, in the opinion of the
Directors, such holding might result in taxation, legal, pecuniary, regulatory or material
administrative disadvantage to the Company or its Shareholders as a whole; or(iii)

would result in the Company being required to register under any applicable US securities
laws.

Shareholders are required to notify the Administrator immediately in the event that they become U.S.
Persons. Shareholders who become U.S. Persons may be required to dispose of their Shares to non
U.S. Persons. The Fund reserves the right to redeem any Shares which are or become owned, directly
or indirectly, by a U.S. Person or if the holding of the Shares by any person is unlawful or detrimental
to the interests of the Fund or other Shareholders.
In the event that the Directors of the Fund determine that the Fund’s Shares or an interest therein
have been issued, sold or transferred to a Restricted Person, the Fund may exercise its rights under its
Articles to compel such Shareholders to redeem such Shares.
Exchange of Participating Shares
Shareholders may request on the relevant Redemption Date that all or part of their holding of Sharesof any Fund(s) (the “original Shares”) be exchanged for Shares of the same Fund or Shares of another
Fund(s) (the “new Shares”) by giving notice to the Administrator in writing in such form as the
Administrator may from time to time require duly signed by the Shareholder (the “exchange notice”)
provided that no exchange shall be effected unless Shares in such other Fund are at the date of such
notice in issue and offered for sale.
Exchange notices for Shares of a different Class of the same Fund or for Shares of another Fund must
be received by the Administrator by no later than 10.00 am (Dublin time) one Business Day prior to
the relevant Redemption Date.

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The number of new Shares which shall be issued shall be the number calculated by the Administrator
by dividing the price of an original Share by the price of a new Share and multiplying the result by
the number of the original Shares to be exchanged.
The right to exchange may be suspended in the circumstances mentioned in the section entitled“Temporary Suspension of Valuation of the Participating Shares and of Sales, Redemptions andExchanges”. On any exchange the Shareholder shall reimburse the Administrator for any duties andcharges arising out of such exchange (although no preliminary charge will be payable in respect
thereof).
Publication of the Price of the Participating Shares
Except where the determination of the Net Asset Value has been suspended, in the circumstances
described below, the Net Asset Value per Share as calculated as at each Valuation Point will be
published as soon as practicable after each Valuation Date on the Investment Manager’s website(https://publicsecurities.brookfield.com/en) and will be kept up-to-date. The Directors may fromtime to time determine that the Net Asset Value per Share is published on another website or throughanother media (for example, in a newspaper). In such an event, the publication of the Net Asset Valueper Share on the Investment Manager’s website may be ceased. In such a situation, all Shareholders
and prospective investors will be informed of the other media through which the Net Asset Value per
Share will be published. The Net Asset Value per Share will also be available from the Administrator.
Such information is published for information only and is not an invitation to subscribe for or redeem
Shares at that Net Asset Value.
Umbrella Fund Cash Accounts
In connection with the processing of subscriptions, redemptions, distributions or other relevant
payments to or from investors or Shareholders, the Company may establish or operate one or moreumbrella fund cash accounts in accordance with the requirements of the Central Bank. Any balanceson such accounts shall belong to the Company or the relevant Fund and are not held on trust on
behalf of any investors or Shareholders or any other persons.
Cash subscriptions received in advance of the relevant Subscription Date will be held as an asset ofthe relevant Fund in cash in an umbrella fund cash account until the relevant Subscription Date, atwhich time the Shares will be issued and the investor will become a Shareholder in the relevant Fund.
In respect of such subscription proceeds received in advance of the relevant Dealing Day and until
such time as the Shares have been issued to the investor, in the event of the Company or the relevant
Fund becoming insolvent, the investor will rank as a general unsecured creditor of the Company or
relevant Fund in respect of such subscription proceeds.
Should the Company be unable to issue Shares to an investor who has paid the requisite subscription
amount to the Company but has yet to provide the Company or the Administrator with all requisite
information or documentation in order to verify the investor’s identity, the Depositary shall ensurethat in the event that such subscription proceeds cannot be applied, it will return such subscription
proceeds to the relevant investor within five working days.
The Company may temporarily borrow an amount equal to a subscription amount, subject to aFund’s borrowing limits as set out in this Prospectus, and invest the amount borrowed in accordancewith the investment objective and policies of the Fund. Once the required subscription monies havebeen received, the Company will use this to repay the borrowings. In the event of any delay in thesettlement of the investor’s subscription monies, the Company reserves the right to charge that
Shareholder for any interest or other costs incurred by the Company as a result of this borrowing. If
the Shareholder fails to reimburse the Company for those charges, the Company will have the right tosell all or part of the investor’s holdings of Shares in the Fund in order to meet those charges and/or
to pursue that Shareholder for such charges.

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In respect of a dividend payment declared and owing to a Shareholder that is unable to be paid forany reason whatsoever, such as, for example, if the relevant Shareholder has not provided therequisite information or documentation to the Company or the Administrator, such distribution
amount will be held as an asset of the relevant Fund in cash in an umbrella fund cash account until
such time as the reason for the Company or the Administrator being unable to pay the distribution
amount to the relevant Shareholder has been addressed, at which point the Company or the
Administrator shall pay the distribution amount to the Shareholder. In this regard, the relevant
Shareholder should seek to promptly address the reason for the Company or the Administrator being
unable to pay the distribution amount to the relevant Shareholder. In respect of such distribution
amounts that are unable to be paid and until such time as such distribution amount has been paid to
the Shareholder, in the event of the Company or the relevant Fund becoming insolvent, theShareholder will rank as a general unsecured creditor of the Company or relevant Fund in respect ofsuch a distribution amount.
In respect of a redemption request, the Company or the Administrator may refuse to remit theredemption proceeds until such time as the Shareholder has provided the requisite information or
documentation to the Company or the Administrator, as requested by the Company or the
Administrator from time to time. In such circumstances, the Administrator will process theredemption request received by the Shareholder, at which point in time the Shareholder will nolonger be considered a Shareholder of the relevant Fund and the proceeds of that redemption shall beheld as an asset of the relevant Fund in cash in an umbrella fund cash account until such time as theCompany or the Administrator has received all requisite information or documentation and has
verified the Shareholder’s identity to its satisfaction, following which the redemption proceeds will be
released. In this regard, the relevant Shareholder should seek to promptly address the reason for theCompany or the Administrator being unable to pay the redemption proceeds to the relevant
Shareholder. In respect of such redemption proceeds that are unable to be paid and until such time as
the redemption proceeds have been released to the investor, in the event of the Company or the
relevant Fund becoming insolvent, the investor will rank as a general unsecured creditor of theCompany or relevant Fund in respect of such redemption proceeds.
For information on the risks associated with umbrella fund cash accounts, see “Risks Associated with
Umbrella Fund Cash Accounts” in the section entitled “Risk Factors” in this Prospectus.
Data Protection Information
Prospective investors should note that by completing the application form they are providing
personal information to the Company, which may constitute personal data within the meaning of
Data Protection Law. This personal data will be kept only for as long as necessary and used for the
purposes of client identification, administration, updating the Company’s records for fee billing, tomonitor and record calls and electronic communications for quality, business analysis, training,
investigation and fraud prevention purposes, for crime detection, prevention, investigation andprosecution and to enforce or defend the Company’s, the Manager’s, the Administrator’s orDepositary’s rights directly or through third parties to whom either the Company, Manager
Administrator or Depositary delegates such rights or responsibilities, statistical analysis, market
research, and to comply with any applicable legal or regulatory requirements, such as anti-money
laundering checks and related actions which the Company, the Manager, the Administrator or the
Depositary considers necessary to meet any legal obligations. The Company and the Administrator
will retain your personal information for the duration of your investment in the Company and for as
long as required for the Company or the Administrator to perform the services or perform
investigations in relation to same depending on whether additional legal/regulatory obligations
mandate that the Company retains your personal information. Data may be disclosed to third parties
including regulatory bodies, tax authorities in accordance with the CRS and any other tax reporting
obligations under legislation or regulation, delegates, advisers and service providers of the Company
and their or the Company’s duly authorised agents and any of their respective related, associated oraffiliated companies wherever located (including outside the EEA) for the purposes specified.

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Investors have the following rights in respect of their personal data kept by the Company, theManager, the Administrator or the Depositary: the right to access their personal information, the rightto rectify their personal information, the right to restrict the use of their personal information, theright to request that their personal information is erased, the right to object to processing of theirpersonal information and the right to data portability (in certain specific circumstances as set out inmore detail in the application form).

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TEMPORARY SUSPENSION OF VALUATION OF THE PARTICIPATING SHARES AND OFSALES, REDEMPTIONS AND EXCHANGESThe Company may, in consultation with the Manager, temporarily suspend the determination of the
Net Asset Value and the sale, exchange and/or redemption of Participating Shares in the Company or
any Fund during:(a)any period (other than ordinary holiday or customary weekend closings) when any market or
stock exchange is closed which is the main market for a significant part of the Company's or a
Fund's investments, or during which dealings therein or thereon are restricted or suspended;(b)

any period when any circumstance exists as a result of which disposal or valuation of
investments of the Company or a Fund is not reasonably practicable without this being
seriously detrimental to the interests of the shareholder or redemption prices cannot be fairly
calculated;(c)any period when there is any breakdown in the means of communication normally employed
in determining the price of any of the Company's or a Fund's investments or when for any
other reason the current prices on any market or stock exchange of any investments of theCompany or of a Fund cannot be reasonably, promptly or accurately ascertained;(d)any period during which the board is unable to repatriate funds required for the purpose of
making payments due or where the acquisition or realisation of investments cannot, in theopinion of the board of directors, be effected at normal prices or normal rates of exchange;(e)

any period when proceeds of the sale or redemption of the Participating Shares cannot betransmitted to or from the Company or the Fund's account; or(f)upon the publication of a notice convening a general meeting of Shareholders for the
purposes of winding up the Company or any Fund.

Any such suspension will be notified to the Central Bank immediately and, where possible, allreasonable steps will be taken to bring any period of suspension to an end as soon as possible.

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TAXATION
The taxation of income and capital gains of the Company and of the Shareholders is subject to thefiscal laws and practices of Ireland, of the countries in which the Company invests and of thejurisdictions in which Shareholders are resident or otherwise subject to tax.
The following summary of certain relevant taxation provisions is based on current law andpublished practice, which law and practice are in principle subject to change (potentially withretrospective effect), and does not constitute legal or tax advice. It does not purport to deal with all
the tax consequences applicable to the Company or to all categories of investors, some of whom
may be subject to special rules. Shareholders and potential investors are advised to consult theirprofessional advisers concerning possible taxation or other consequences of purchasing, holding,selling, converting or otherwise disposing of the Shares under the laws of their country ofincorporation, establishment, citizenship, residence or domicile, and in the light of their particular
circumstances.
Potential investors and Shareholders should note that the statements on taxation which are set out
below are based on advice which has been received by the Directors regarding the law and practice inforce in the relevant jurisdiction as at the date of this Prospectus. As is the case with any investment,
there can be no guarantee that the tax position or proposed tax position prevailing at the time aninvestment is made in the Company will endure indefinitely.
Taxation outside Ireland
The income and gains of the Company from its securities and assets may suffer withholding tax interritory where such income and gains arise, which may not be reclaimable by the Company in thoseterritories. Similarly, the Company, in certain circumstances, may not be able to benefit from theapplicable reduced rates of withholding tax provided in double taxation agreements between Irelandand double tax treaty territories. The availability of relief under such agreements will depend on theparticular position taken by the tax authority in the relevant territory and no assurance can be giventhat relief will be available. However, in the event that the Company successfully reclaims a portionor all of a particular withholding tax charge and/or a lower withholding tax rate results in a
repayment to the Company, the Net Asset Value of the relevant Fund will not be restated and thebenefit will be allocated to the existing Shareholders rateably at the time of receipt of the reclaimed
amount and/or repayment.
Taxation in Ireland
Taxation of the Company
The Directors have been advised that for as long as the Company is Resident in Ireland for taxation
purposes the taxation of the Company is set out below.
Residence of the Company
The Company will be regarded as Resident in Ireland if its central and effective management andcontrol is exercised in Ireland. The Directors of the Company will make every effort to ensure that thebusiness of the Company will be conducted in such a manner as to ensure that it is Resident in
Ireland.
Exemption from tax on income and gains
As an Investment Undertaking, which is not an IREF, the Company is not chargeable to Irish tax onincome or gains arising to the Company save as described below in connection with gains arising on
chargeable events.

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Tax on chargeable events
Tax can arise on the happening of a “chargeable event” in relation to the Company.
A chargeable event includes:(i)the payment of a distribution;(ii)

the redemption, repurchase, cancellation or transfer of Shares;(iii)

the appropriation or cancellation of Shares for the purposes of meeting the tax arising on
certain chargeable events that do not involve the making of a payment to a Shareholder(including but not limited to the transfer by a Shareholder, by way of sale or otherwise ofentitlement to a Share); and(iv)

the ending of a Relevant Period.

However, the following events are not chargeable events:(i)

any transaction in relation to or in respect of Shares held in a Recognised Clearing System;(ii)

an exchange on an arm’s length basis with the Company of Shares representing one Fund foranother Fund of the Company where no payment is made to the Shareholder;(iii)

an exchange on an arm’s length basis with the Company of Shares in the Company for other
Shares in the Company where no payment is made to the Shareholder;(iv)

the transfer by a Shareholder of entitlement to a Share where the transfer is between spouses
or civil partners, (subject to certain conditions this exemption may also apply to transfers
between former spouses or civil partners); the transferee spouse or civil partner is treated ashaving acquired the Shares at their original cost to the transferring spouse or civil partner;(v)

the cancellation of Shares arising on a “scheme of reconstruction or amalgamation” (within
the meaning of section 739H(1) of the Taxes Act) or a “scheme of amalgamation” (within themeaning of section 739HA(1) of the Taxes Act) of the Company or other Investment
Undertaking(s), subject to certain conditions being fulfilled.

A chargeable event will not give rise to an obligation for the Company to account for the appropriate
tax if:(i)the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of
amalgamation within the meaning of Section 739D (8C) of the Taxes Act, subject to certain
conditions being fulfilled;(ii)

the chargeable event occurs solely on account of an exchange of Shares arising on a scheme of
migration and amalgamation within the meaning of Section 739D (8D) of the Taxes Act,
subject to certain conditions being fulfilled; or(iii)

the chargeable event occurs solely on account of a scheme of migration within the meaning ofSection 739D (8E) of the Taxes Act, subject to certain conditions being fulfilled.

A chargeable event that occurs solely on the ending of a Relevant Period will not give rise to an
obligation to deduct tax if:

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(a)

immediately before the chargeable event the value of the number of Shares in the Company,in respect of which any gains arising would be treated as arising to the Company, on thehappening of a chargeable event is less than 10% of the value of the total number of Shares in
the Company, as the case may be, at that time; and(b)

the Company has made an election, in writing, to the Revenue Commissioners that it will
make in respect of each year of assessment a statement (including where it is the case, astatement with a nil amount) to the Revenue Commissioners in electronic format approvedby them, on or before 31 March in the year following the year of assessment, which specifies
in respect of the Shareholder:(i)the name and address of the Shareholder;(ii)

the value at the end of the year of assessment of the Shares to which the Shareholder
is entitled at that time; and(iii)

such other information as the Revenue Commissioners may require.

The Company is obliged to notify the relevant Shareholders, in writing, if such an election has beenmade. Where a Shareholder receives such a notification, that Shareholder is deemed to be achargeable person for the purposes of Sections 951 and 1084 of the Taxes Act and therefore would be
required to prepare and deliver to the Revenue Commissioners on or before a specified return date areturn of income. The return of income shall include the following details:(a)the name and address of the Company; and(b)

the gains arising on the chargeable event.

Exemption from Irish tax arising on chargeable events
The Company will not be liable to account for Irish tax on gains arising on chargeable events where:(i)in the case of Shareholders who are Resident in Ireland or Ordinarily Resident in Ireland,
they are Exempt Irish Residents; or(ii)

in the case of Shareholders who are neither Resident in Ireland nor Ordinarily Resident in
Ireland, they are Exempt Non-Residents.

Tax payable
Where none of the relieving provisions outlined above have application, the Company will deduct
and account for Irish tax on chargeable events as follows:(a)where the chargeable event relates to a unit held by a Shareholder that is acompany and that company has made a declaration to the Company that it is acompany and that declaration contains its Irish corporation tax reference number(“Corporate Shareholder”) , Irish tax is payable at a rate of 25%;(b)in all other cases, Irish tax is payable at a rate of 41%.

In the case of chargeable events other than a chargeable event arising on a transfer or the ending of a
Relevant Period, any tax arising will be deducted from the relevant payments (distribution/
repurchase payments/ cancellation/ redemption payments) to the Shareholders.

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In the case of a chargeable event arising as a result of a transfer of Shares or the ending of a Relevant
Period or any other chargeable event arising that does not give rise to a payment to be made by theCompany to a Shareholder, the Company is entitled to cancel or appropriate sufficient Shares of the
Shareholder to meet the tax liability of that Shareholder.
To the extent that any tax is paid on a chargeable event that occurs solely as a consequence of theending of a Relevant Period, such tax will be allowed as a credit or paid by the Company to the
Shareholder on the happening of a subsequent chargeable event in accordance with the provisions ofSection 739E of the Taxes Act.
The relevant Shareholder shall indemnify the Company against any loss arising to the Company byreason of the Company becoming liable to account for tax on the happening of a chargeable event if
no such appropriation, cancellation or deduction is made.
Dividend withholding tax
Distributions paid by the Company are not subject to Irish dividend withholding tax provided theCompany continues to be a collective investment undertaking as defined in Section 172A(1) of theTaxes Act (which definition includes an investment undertaking within the meaning of section 739Bof the Taxes Act).
Dividends received by the Company from companies that are Resident in Ireland may be subject to
Irish dividend withholding tax (currently 25%). However, where the Company makes an appropriate
declaration pursuant to paragraph 6, Schedule 2A of the Taxes Act to the payer that it is a collective
investment undertaking within the meaning of Section 734 of the Taxes Act, it will be entitled toreceive such dividends without deduction of tax.
As an Investment Undertaking, the Company is not required to deduct dividend withholding tax
from dividend payments made to Shareholders.
Stamp Duty
As an Investment Undertaking, no liability in respect of Irish stamp duty will arise in respect of theissue, redemption, sale, conversion, transfer or reissue of Shares in the Company. Where any
subscription for Shares is satisfied by the in specie transfer of Irish securities or other Irish property,
Irish stamp duty may arise on the transfer of such securities or property.
Generally, no Irish stamp duty will be payable by the Company on the conveyance or transfer ofstocks or marketable securities provided that the stocks or marketable securities in question have notbeen issued by a company incorporated in Ireland and provided the conveyance or transfer does not
relate to any immovable property situated in Ireland or any right over or interest in such property or
to any stocks or marketable securities of a company (other than a company which is an investment
undertaking within the meaning of Section 739B of the Taxes Act or a company which is a Qualifying
Company) which is incorporated in Ireland.
Taxation of Shareholders in IrelandInterpretation
For the purpose of determining the Irish tax liability of any Shareholder, payments made by theCompany to a Shareholder who holds Shares which are held in a Recognised Clearing System, will bedeemed to be payments from which tax has not been deducted.

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Taxable Corporate Shareholder
The Irish tax position of a Taxable Corporate Shareholder will depend on whether the Shareholder istrading in the Shares or whether they are held as an investment:
Shares held as stock in trade
Taxable Corporate Shareholders who are trading in Shares or who are Qualifying Companies will betaxable on any income or gains (grossed up for any tax deducted by the Company) earned inconnection with those Shares as part of the profits of that trade (currently at a rate of 12.5%) or as
profits of its business as a Qualifying Company (currently at a rate of 25%), as the case may be. Such
Shareholders will be entitled to a set off against corporation tax payable for any tax deducted by theCompany against its corporation tax liability.
Shares held as an investment
The tax position of a Taxable Corporate Shareholder whose Shares are not held as part of a sharedealing trade will depend on whether or not tax is withheld by the Company:Tax withheld by the Company
Taxable Corporate Shareholders who receive payments in respect of Shares from which tax has been
deducted by the Company at a rate of 25% will not be subject to further Irish tax on the payments
received. However, where the Shares are not denominated in Euro, such Shareholders may also be
liable to corporation tax on foreign currency gains upon the cancellation, redemption, repurchase ortransfer of Shares.
Tax not withheld by the Company
Corporate Shareholders who receive payments in respect of Shares from which tax has not been
deducted will be chargeable to corporation tax under Case IV of Schedule D at a rate of 25%.
However where the payment is in respect of the cancellation, redemption, repurchase or transfer of
Shares, such payment shall be reduced by the amount of the consideration in money or money’s
worth given by the Shareholder for the acquisition of the Shares. In addition, where the Shares are notdenominated in euro, such Shareholders may also be liable to corporation tax on foreign currency
gains upon the cancellation, redemption, repurchase or transfer of Shares.
Non-Corporate Shareholders who are Resident in Ireland or Ordinarily Resident in Ireland
The tax position of a non-corporate Shareholder will depend on whether tax is withheld by theCompany:
Tax withheld by the Company
Non-corporate Shareholders who are Resident in Ireland or Ordinarily Resident in Ireland will not be
subject to further Irish income tax from their Shares or gains made on the disposal of their Shares
where tax has been deducted by the Company at the rate of 41% from the income or gain.
However, where the Shares are not denominated in euro, such Shareholders may also be liable tocapital gains tax on foreign currency gains upon the cancellation, redemption, repurchase or transfer
of Shares.

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Where a non-corporate Shareholder who is Resident in Ireland or Ordinarily Resident in Ireland
receives a payment in respect of Shares from which tax has not been deducted, the payment will betaxable at a rate of 41%.
However, where the payment is in respect of the cancellation, redemption, repurchase or transfer of
Shares or the ending of a Relevant Period, such payment shall be reduced by the amount of theconsideration in money or money’s worth given by the Shareholder for the acquisition of the Shares.
Also, where the Shares are not denominated in euro, such Shareholders may also be liable to capitalgains tax on foreign currency gains upon such cancellation, redemption, repurchase or transfer.
Shareholders who are Exempt Irish Residents
Shareholders who are Exempt Irish Residents will not be subject to Irish tax on income from their
Shares or gains made on the disposal of their Shares provided that, where necessary, each
Shareholder has made a Relevant Declaration to the Company prior to the chargeable event.
Shareholders who are neither Resident in Ireland nor Ordinarily Resident in Ireland
Shareholders who are Exempt Non-Residents will not be subject to Irish tax on income from their
Shares or gains made on the disposal of their Shares.
Refunds of Tax withheld
Where tax is withheld by the Company on the basis that no Relevant Declaration has been filed with
the Company by the Shareholder, Irish legislation does not provide for a refund of tax to a noncorporate Shareholder or to a corporate Shareholder who is not Resident in Ireland and who is notwithin the charge to Irish corporation tax other than in the following circumstances:(i)the appropriate tax has been correctly returned by the Company and within one year of the
making of the return, the Company can prove to the satisfaction of the Revenue
Commissioners that it is just and reasonable for such tax which has been paid, to be repaid to
the Company;(ii)

where a claim is made for a refund of Irish tax under Section 189, 189A and 192 (relieving
provisions relating to incapacitated persons, trusts in relation thereto and persons
incapacitated as a result of drugs containing thalidomide). In such circumstances, theShareholder is treated as having received a net amount of income from the gross amount of
which tax has been deducted and that gross amount is treated as an amount of income
chargeable to tax under Case III of Schedule D.

Capital Acquisitions Tax
Under current law and practice and on the basis that the Company qualifies as an Investment
Undertaking, where a Share is comprised in a gift or inheritance, it will be exempt under Section 75 of
the Capital Acquisitions Tax Consolidation Act 2003 from Irish gift or inheritance tax (capitalacquisitions tax), currently 33%) provided:(i)

the Shares are comprised in the gift or inheritance at the date of the gift or inheritance and at
the valuation date;(ii)

at the date of the disposition, the disponer is neither domiciled in Ireland nor Ordinarily
Resident in Ireland for capital acquisitions tax purposes; andMDW\2406443.74

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(iii)

at the date of the gift or inheritance, the donee or successor is neither domiciled in Ireland nor
Ordinarily Resident in Ireland for capital acquisitions tax purposes.

For the purpose of Irish capital acquisitions tax only, a non-Irish domiciled person will not be treatedas Resident in Ireland or Ordinarily Resident in Ireland at the relevant date unless that person has
been resident in Ireland for 5 consecutive years of assessment immediately preceding the year ofassessment in which the date of the gift or inheritance falls and that person is either Irish Resident or
Ordinarily Resident in Ireland on that date.
Shareholder Reporting
Pursuant to the provisions of Section 891C of the Taxes Act and the Return of Values (Investment
Undertakings) Regulations 2013 (the “Regulations”) the Company is required to provide certain
information to the Revenue Commissioners in relation to the Shareholders other than “excepted
unitholders” within the meaning of the Regulations (“Excepted Shareholders”).
The information to be provided to the Revenue Commissioners includes:(a)the name, registered address, contact details and tax reference number of the Company;(b)

the name, address, tax reference number and date of birth (if applicable) of each Shareholderthat is not an Excepted Shareholder; and(c)the investment number and the value of the investment held by each Shareholder that is not
an Excepted Shareholder.

Exempt Irish Residents and Exempt Non-Residents would be Excepted Shareholders for this purpose.
Automatic Exchange of Information for Tax Purposes
Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended
by Council Directive 2014/107/EU) (“DAC2”) provides for the implementation among Member
States (and certain third countries that have entered into information exchange agreements) of theautomatic exchange of information in respect of various categories of income and capital and broadly
encompasses the regime known as the Common Reporting Standard (“CRS”) proposed by the OECD
as a new global standard for the automatic exchange of information between tax authorities inparticipating jurisdictions. Under the CRS, governments of participating jurisdictions have committed
to collect detailed information to be shared with other jurisdictions annually. CRS is implemented in
Ireland pursuant to the Returns of Certain Information by Reporting Financial Institutions
Regulations 2015, S.I. 583 of 2015, made under Section 891F of the Taxes Act.
DAC2 is implemented in Ireland pursuant to the Mandatory Automatic Exchange of Information in
the Field of Taxation Regulations of 2015, S.I. No. 609 of 2015 made under Section 891G of the Taxes
Act.
Pursuant to these Regulations, the Company will be required to obtain and report to the Revenue
Commissioners annually certain financial account and other information for non-Irish and non-US
accountholders in respect of their Shares. The returns must be submitted by 30 June annually. The
information must include amongst other things, details of the name, address, taxpayer identification
number (“TIN”), place of residence and, in the case of accountholders who are individuals, the dateand place of birth, together with details relating to payments made to accountholders and theirholdings. All Shareholders will be required to provide this information and documentation, if
applicable, to the Company and each Shareholder will agree or will be deemed to agree by its
subscription for Shares or, by its holding of Shares, to provide the requisite information and

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documentation, if applicable, to the Company, upon request by it or its service providers so that theCompany can comply with its obligations under the CRS.

FATCA Implementation in Ireland
The FATCA provisions of the US Hiring Incentives to Restore Employment Act were enacted to
identify US persons either directly investing outside the US or indirectly earning income inside oroutside the US by using foreign entities.
The obligations of Irish financial institutions under FATCA are covered by the provisions of the
Ireland and US Intergovernmental Agreement ("IGA") and the supporting Irish legislation, theFinancial Accounts Reporting (United States of America) Regulations 2014, as amended (the“Regulations”). Under the IGA Regulations, any Irish financial institutions as defined in theRegulations are required to report annually to the Revenue Commissioners details of its US accountholders including the name, address and taxpayer identification number ("TIN") and certain otherdetails. The Company, in conjunction with assistance from its service providers where necessary, will
endeavour to ensure that it satisfies any obligations imposed on it under the IGA and the Regulations.
The Company's ability to satisfy its obligations under the Regulations will depend on each
Shareholder in the Company, providing the Company with any information and/or documentation,
including information concerning the direct or indirect owners of such Shareholders, that theCompany determines is necessary to satisfy such obligations. Each Shareholder will agree in its
application form or will be deemed to agree by its holding of Shares in the Company to provide suchinformation and/or documentation as may be required, upon request from the Company. If theCompany fails to satisfy its obligations under the Regulations, it may, in certain circumstances, betreated as a Non-participating Financial Institution by the US Tax Authorities and therefore subject toa 30% withholding on its US source income and any proceeds from the sale of property that could
give rise to US source income. Shareholders are encouraged to consult with their own tax advisors
regarding the possible implications of FATCA on their interest in the Company.

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GENERAL
Incorporation and Share CapitalAt the date hereof the maximum authorised share capital of the Company is 100,000,000,000 Shares of
no par value and 500,000 Subscriber Shares of US$1 each. The Subscriber Shares do not entitle theholders to any dividend and on a winding up entitle the holder to receive the amount paid up thereon
but not otherwise to participate in the assets of the Company. As at the date of this Prospectus, theInvestment Manager and Brookfield Investment Management (UK) Limited each hold one Subscriber
Share.
The Company may by ordinary resolution of all Shareholders increase its authorised share capital,
consolidate and divide all or any of its share capital into shares of larger amount or sub-divide its
shares or any of them into shares of smaller amount. The Company may, by special resolution of all
Shareholders, reduce its issued share capital.
Memorandum and Articles of Association
Clause (3) of the Memorandum and Articles provides, inter alia, that the sole object of the Company is
the collective investment in transferable securities and/or in other liquid financial assets as permitted
by the UCITS Regulations of capital raised from the public, operating on the principle of risk
spreading.
The Articles contain provisions to the following effect:
Issue of Shares
The Directors are authorised to exercise all the powers of the Company to offer, allot or otherwise
deal with or dispose of “relevant securities” within the meaning of Section 20 of the (Irish) Companies(Amendment) Act 1983 up to an amount equal to the authorised but as yet unissued share capital of
the Company.
The price at which Shares shall be issued shall be determined by reference to the Net Asset Value ofthe relevant Fund or Class calculated as at the relevant Valuation Point.
The Directors may, with the prior approval of the Central Bank, establish new Funds. The Directors
have the power to issue different classes of Shares in each Fund.
The Investment Manager or, where appropriate, a Sub-Investment Manager of a Fund, may wish tohedge the currency exposure of certain classes of Shares from time to time. As foreign exchange
hedging may be utilised for the benefit of a class of Shares within a Fund, its costs and related
liabilities and/or benefits shall be for the account of that class of Share only. Accordingly, such costs
and related liabilities and/or benefits will be reflected only in the Net Asset Value per Share of thatclass of Share. These currency hedging transactions will not be combined with or offset against anyother currency transactions undertaken by a Fund and hedged positions will be kept under review
and in no case will these transactions exceed 105 per cent of the Net Asset Value attributable to eachof the relevant Share class.
Investors should be aware that if hedging is successful, the performance of the hedged Share class islikely to move in line with the performance of the underlying assets and this strategy may
substantially limit holders of a hedged Share class from benefiting if the class currency falls against
the base currency and/or the currency in which the assets of a Fund are denominated. While not theintention, over-hedged or under-hedged positions may arise due to factors outside of the control of aFund. Any hedged positions materially in excess of 100% of NAV (if any) will not be carried forwardfrom month to month.

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Rights of Subscriber Shares
As the Subscriber Shares are not Participating Shares (and as such do not represent any interest in aFund) they do not entitle the holders thereof to participate in the dividends of any Fund.
Each holder of Subscriber Shares is entitled to attend and vote at any general meeting provided thatany holder of Subscriber Shares shall not be entitled to vote at any such general meeting at any timethat Shares in issue are held by two or more Shareholders. In the event of a winding-up or
dissolution of the Company, the Subscriber Shares have the entitlements referred to under “WindingUp” below.
Variation of Rights
The rights attached to any class of Share may, whether or not the Company is being wound up, bevaried or abrogated with the consent in writing of the holders of 75% of the issued Shares of that classor with the sanction of a special resolution passed at a separate general meeting of the holders of theshares of that class. The provisions of the Articles relating to general meetings shall apply to every
such separate general meeting but the necessary quorum at any such meeting shall be two persons
holding or representing by proxy at least one third of the issued Shares of the class in question. Any
holder of Shares of the class in question present in person or by proxy may demand a poll.
Voting Rights of Shares
Subject to disenfranchisement in the event of non-compliance with any notice requiring disclosure of
the beneficial ownership of Shares, the Articles provide that on a show of hands at a general meetingof the Company, at a meeting of holders of Shares in a particular Fund or at a meeting of holders of
Shares of a particular class, every holder of Shares present in person or by proxy shall have one voteand on a poll every holder of Shares who is present in person or by proxy shall have one vote inrespect of each whole Share held by him.
Change in Share Capital
The Company may from time to time by ordinary resolution increase its capital, consolidate anddivide its Shares into shares of larger amount or subdivide its Shares into shares of smaller amount orcancel any Shares not taken or agreed to be taken by any person. The Company may by special
resolution from time to time reduce its share capital in any way permitted by law.
Directors’ Interests
A Director may hold any other office or place of profit under the Company in conjunction with his
office of Director on such terms as to tenure of office, and otherwise as the Directors may determine.
No Director or intending Director shall be disqualified by his office from contracting with theCompany either as vendor, purchaser or otherwise, nor shall any such contract or any contract orarrangement entered into by or on behalf of the Company or in which the Company is interested, inwhich any Director is in any way interested be liable to 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. A Director who is in any way, whether directly or indirectly,interested in such a contract or arrangement or proposed contract or arrangement with the Company
shall declare the nature of his interest if his interest then exists, or in any other case at the firstmeeting of the Directors after he becomes so interested. A general notice given by a Director to theeffect that he is a member of a specified company, society or firm and is to be regarded as interested
in all transactions with such company, society or firm shall be a sufficient declaration of interest, andafter such general notice it shall not be necessary to give any special notice relating to any subsequentMDW\2406443.74

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transaction with such company or firm, provided that either the notice is given at a meeting of the
Directors or the Director giving the notice takes reasonable steps to secure that it is brought up andread at the next meeting of the Directors after it is given.
Any Director may act by himself or through his firm in a professional capacity for the Company, andhe or his firm shall be entitled to remuneration for professional services as if he were not a Director.
Any Director may continue to be or become a director, managing director, manager or other officer ormember of any company promoted by the Company or in which the Company may be interested,
and no such Director shall be accountable for any remuneration or other benefits received by him as adirector, managing director, manager, or other officer or member of any such other company. The
Directors may exercise the voting power conferred by the shares in any other company held or ownedby the Company or exercisable by them as directors of such other company, in such manner in all
respects as they think fit (including the exercise thereof in favour of any resolution appointing
themselves or any of the directors, managing directors, managers or other officers of such company,
or voting or providing for the payment of remuneration to directors, managing directors, managers orother officers of such company).
Borrowing Powers
Subject to the UCITS Regulations, the Directors may exercise all of the powers of the Company toborrow or raise money in any currency and secure or discharge any debt or obligation of or bindingon the Company in any manner.
Retirement of Directors
The Directors shall not be required to retire by rotation or by virtue of their attaining a certain age.
Dividends
The Articles permit the Directors to declare on the Shares or on any class of Shares such dividends,
including interim dividends, as appear to the Directors to be justified. The Directors may, with the
sanction of the Company in a general meeting, satisfy any dividend due to holders of the Shares, inwhole or in part, by distributing to them in specie any of the assets of the Company and, in particular,
any investments to which the Company is entitled provided that, where the share capital is divided
into different classes of Shares, any such distributions to the holders of one class of Shares shall notmaterially prejudice the interests of the holders of the other classes of Shares. Alternatively, if aholder does not wish to receive a dividend by way of in specie distribution, it may require the
Directors to realise such investments necessary in order to effect the relevant distribution.
Any dividend unclaimed after a period of six years from the date of declaration of such dividend
shall be forfeited and shall revert to the relevant Fund.
Redemption of Shares
If it shall come to the notice of the Directors that any Shares are owned directly or beneficially by any
person in breach of any law or requirement of any country or governmental authority or by virtue of
which such person is not qualified to hold such Shares or who belongs, or may belong to, or iscomprised in, or may be comprised in, a class of persons designated by the Directors as above, theDirectors may give notice to such person requiring him to transfer such Shares to a person who isqualified or entitled to own the same or to give a request in writing for the redemption of such Shares.
If any person upon whom such a notice is served does not within 30 days after such notice transfer
his Shares to a person qualified to own the same or establish to the satisfaction of the Directors(whose judgement shall be final and binding) that he is qualified, entitled and permitted to own the

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Shares, he shall be deemed upon the expiration of 30 days to have given a request in writing for theredemption of all his Shares.
Winding Up
The Articles contain provisions to the following effect:(i)If the Company shall be wound up, the liquidator shall apply the assets of the Company insuch manner and order as he thinks fit in satisfaction of creditors’ claims. The liquidator shallin relation to the assets available for distribution among the Shareholders make in the booksof the Company such transfers thereof to and from Funds as may be necessary in order thatthe effective burden of such creditors’ claims may be shared between the holders of Shares ofdifferent classes in such proportions as the liquidator in his absolute discretion may thinkequitable;(ii)

The assets available for distribution among the Shareholders shall then be applied in thefollowing priority:(a)(iii)

first, in the payment to the holders of the Shares of each class of a sum in the currency
in which that class is designated (or in any other currency selected by the liquidator)
as nearly as possible equal (at a rate of exchange determined by the liquidator) to the
Net Asset Value of the Shares of such class held by such holders respectively as at thedate of commencement to wind up, provided that there are sufficient assets available
in the relevant Fund to enable such payments to be made. In the event that, asregards any class of Shares, there are insufficient assets available in the relevant Fundto enable such payment to be made, recourse shall be had:(i)first, to the assets of the Company not comprised within any of the Funds;
and

(ii)

second, to the assets remaining in the Funds for the other classes of Shares(after payment to the holders of the Shares of the classes to which they relateof the amounts to which they are respectively entitled under this paragraph(a)) pro rata to the total value of such assets remaining within each such
Fund;

(b)

second, in the payment to the holders of the Subscriber Shares of sums up to thenominal amount paid thereon out of the assets of the Company not comprised within
any of the Funds remaining after any recourse thereto under paragraph (ii)(a) above.
In the event that there are insufficient assets as aforesaid to enable such payment infull to be made, no recourse shall be had to the assets comprised within any of theFunds;(c)third, in the payment to the holders of each class of Shares of any balance thenremaining in the relevant Fund, such payment being made in proportion to thenumber of Shares of that class held; and(d)fourth, in the payment to the holders of the Shares of any balance then remaining andnot comprised within any of the Funds, such payment being made in proportion to
the number of Shares held.

If the Company shall be wound up (whether the liquidation is voluntary, under supervision
or by the court), then the liquidator may, with the authority of a special resolution and anyother sanction required by the Companies Acts 1963 to 2009, divide among the Shareholders
in specie the whole or any part of the assets of the Company, and whether or not the assets
shall consist of property of a single kind and may for such purposes set such value as he

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deems fair upon any one or more class or classes of property, and may determine how such
division shall be carried out as between the holders of different classes of Shares. The valueof such assets will be the same amount that would be received by a Shareholder for
settlement in cash. The liquidator may, with the like authority, vest any part of the assets intrustees upon such trusts for the benefit of Shareholders as the liquidator, with the likeauthority, shall think fit, and the liquidation of the Company may be closed and theCompany dissolved, but so that no holder shall be compelled to accept any assets in respectof which there is liability. For the avoidance of doubt, if the special resolution above ispassed, each Shareholder is entitled to elect on a winding-up whether or not he wishes toreceive a distribution in specie or a cash distribution made in accordance with the provisionsof paragraph (ii) above. However, in the absence of a Shareholder electing to receive a
distribution in specie on winding-up, such Shareholder shall receive a cash distribution
payment in accordance with the provisions of paragraph (ii) above.
The Funds
The proceeds from the issue of Shares shall be applied in the books of the Company to the relevant
Fund and shall be used in the acquisition on behalf of the relevant Fund of assets in which the Fundmay invest. The records and accounts of each Fund shall be maintained separately.
The assets of each Fund shall belong exclusively to that Fund, shall be recorded in the books andrecords maintained for the Fund as being held for that Fund and separately from the assets of otherFunds and shall not be used to discharge directly or indirectly the liabilities of or claims against anyother Fund and shall not be available for any such purpose. The Directors also reserve the right toredesignate any class of Participating Shares from time to time, provided that Shareholders in thatclass shall first have been notified by the Company that the Shares will be redesignated and shallhave been given the opportunity to have their Shares redeemed by the Company, except that thisrequirement shall not apply where the Directors redesignate Shares in issue in order to facilitate thecreation of an additional Class of Share. In the event that the Directors transfer any asset to and fromany Fund they shall advise Shareholders of any such transfer in the next succeeding annual or halfyearly report to Shareholders.
Where any Fund (or Class of Shares in a Fund) is distributing in nature, each of the Participating
Shares in a Fund (or any Class thereof) entitles the Shareholder to participate equally on a pro rata
basis in the dividends and net assets of the Company, save in the case of dividends declared prior to
becoming a Shareholder.
Each of the Shares entitles the holder to attend and vote at meetings of the Company. No Class of
Shares confers on the holder thereof any preferential or pre-emptive rights or any rights to participate
in the profits and dividends of any other Class of Shares or any voting rights in relation to mattersrelating solely to any other Class of Shares.
Any resolution to alter the rights of the Shares requires the approval of three quarters of the holdersof the Shares (or where relevant, the particular Class thereof) in writing or else represented or present
and voting at a general meeting duly convened in accordance with the Articles.
Conflicts of Interest
The Manager, the Investment Manager, the Sub-Investment Manager, the Administrator, theDepositary and their affiliates, officers and shareholders (collectively the “Parties”) are or may be
involved in other financial investment and professional activities which will on occasion cause
conflict of interest with the management of this Company. This includes the management of otherfunds, purchases and sales of securities, investment management counselling, brokerage services andserving as directors, officers, advisers, or agents of other funds or other companies, including
companies or Funds in which the Company may invest. Dan C. Tutcher, a portfolio manager with the

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Investment Manager, presently serves on the board of Enbridge, Inc. (NYSE:ENB). As of the date ofthis Prospectus, Enbridge Inc. is the parent company of Enbridge Energy Management (NYSE:EEQ),
Midcoast Energy Partners (NYSE: MEP), Enbridge Energy Partners (NYSE:EEP), Spectra Energy Corp
(NYSE:SE), DCP Midstream Partners (NYSE: DCP) and Spectra Energy Partners (NYSE: SEP)
(collectively, the “Enbridge Companies”). As a board member, Mr. Tutcher attends quarterly board
meetings for Enbridge, Inc. The Funds may from time to time invest in Enbridge Companies. In
connection with any such investments, the Investment Manager has adopted policies and proceduresthat are designed to address potential conflicts of interest that may arise in connection with Mr.
Tutcher’s service as a director of Enbridge Inc. Specifically, these policies and procedures, among
other things; (i) establish information barriers designed to restrict Mr. Tutcher from sharing
information regarding Enbridge Companies with other investment professionals of the Investment
Manager, (ii) require Mr. Tutcher to recuse himself from any discussions by the Investment
Manager’s Investment Committee involving Enbridge Companies and (iii) require that all trading
decisions involving Enbridge Companies be made by other portfolio managers, without any input
from Mr. Tutcher. While these policies and procedures are designed to allow the Funds to invest in
Enbridge Companies, the policies and procedures may require the Investment Manager to restrict
trading in Enbridge Companies from time to time, which may prevent the Funds from acquiring or
disposing of securities of Enbridge Companies at a favourable time. In addition, as a result of thesepolicies and procedures, the Funds will not benefit from Mr. Tutcher’s experience and expertise withrespect to investments in Enbridge Companies.
Furthermore, it is envisaged that the Investment Manager may be involved in managing and/or
advising other investment funds and accounts which may have similar or overlapping investment
objectives to or with the Company. Where a “competent person” valuing securities is a related party
to the Company, a possible conflict of interest may arise for example, where a valuation is provided
by an investment manager, the investment manager’s fees will increase as the value for the Company
increases. Each of the Parties and the Directors of the Company will respectively ensure that theperformance of their respective duties will not be impaired by any such involvement that they may
have and that any conflicts which may arise including the allocation of investment opportunities will
be resolved fairly.
Any transaction carried out with the Company by the Manager, the Investment Manager, the SubInvestment Managers, the Administrator, the Depositary and/or associated or group companies ofthese will be carried out as if effected on normal commercial terms negotiated at arms length.
Transactions will be in the best interests of the Shareholders.
Transactions permitted will be subject to:(a)certified valuation by a person approved by the Depositary (or the Directors in the case of atransaction involving the Depositary or its affiliates) as independent and competent;(b)execution on best terms on organised investment exchanges under their rules; or(c)where (a) or (b) are not practical, execution on terms which the Depositary (or the Directors in
the case of a transaction involving the Depositary) is satisfied conform to the principle thatsuch transactions be carried out as if effected on normal commercial terms negotiated at arms
length,and provided further that any such transaction is in the best interests of Shareholders.
The Depositary (or in the case of a transaction involving the Depositary, the Company) shalldocument how it complies with paragraphs (a), (b) and (c) above. Where transactions are conductedin accordance with paragraph (c) above, the Depositary (or in the case of a transaction involving the
Depositary, the Company) shall document its rationale for being satisfied that the transaction
conforms with the requirements set out at paragraph (c) above.

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Each Sub-Investment Manager of a Fund may serve as investment manager for other clients and may
continue to do so. The Sub-Investment Managers are not obligated to devote their full time andattention to the Funds, but only such portion of their time and attention as they shall reasonably
determine to be appropriate to fulfill their obligations under their respective Sub-Investment Manager
Agreement.
The Sub-Investment Manager Agreements do not limit or restrict in any way the Sub-Investment
Managers from buying, selling or trading in any securities or other investments for other clients or for
their own account, even if such securities or other investments are the same as or similar to those
traded by a Fund to which it provides services. The situation may arise in which a Sub-Investment
Manager’s activities on behalf of other clients may disadvantage the Fund to which it provides
services, such as the inability of the market to absorb fully orders for the purchase or sale of particularinvestments placed by the Sub-Investment Manager for the Fund and for other clients at prices and inquantities which would be obtainable if the same were being placed only by the Fund to which it
provides services.
While the Sub-Investment Managers will act in a fair and reasonable manner in allocating suitable
investment opportunities among their client accounts (including the Fund to which it provides
services), no Sub-Investment Manager is obligated to present any particular investment opportunity
to the Fund even if such opportunity would constitute an appropriate investment for the Fund. Each
Sub-Investment Manager has the right to take for the account of any of its clients, or to recommend toclients, any such particular investment opportunity. Accordingly, there can be no assurance thatparticular investment opportunities allocated to accounts other than the Fund will not outperform
investment opportunities allocated to the Fund or that equality of treatment will otherwise be
assured. When the Sub-Investment Manager deems the purchase or sale of securities or otherproperty to be in the best interests of the Fund and of other clients, the Sub-Investment Manager may,where permitted by law, but shall not be obligated to, aggregate the securities or other property to bepurchased or sold. In such event, allocation of the securities or other assets purchased or sold, as well
as expenses incurred in the transaction, shall be made to the participating accounts in a manner
determined by the Sub-Investment Manager. The Sub-Investment Managers have each agreed that
the Fund managed by such Sub-Investment Manager will receive substantially similar treatment assuch Sub-Investment Manager’s own fund(s), if any. Generally, each Sub-Investment Manager has
agreed to deal in the best interests of the Fund to which it provides services and not deal with theassets of such Fund for its own interest or its own account.
The Sub-Investment Managers, in trading on behalf of client accounts or their own accounts, may
make use of information obtained by them in the course of managing the Funds, except to the extent
that they may have confidentiality and non-use obligations pursuant to the Sub-Investment Manager
Agreements. The Sub-Investment Managers have no obligation to the Investment Manager, or to theFunds, for any profits earned from their use of such information or to compensate the Investment
Manager or the Funds in any respect for their receipt of such information.
The Sub-Investment Managers may give advice or take action in performing their duties to otherclients, or take action for their own accounts, that differs from advice given to or action taken for theFund. Without limiting the generality of the foregoing, the Sub-Investment Manager: (i) may
recommend that the Fund purchase or sell an investment that is being sold or purchased,
respectively, by another advisory client or for its own account; and (ii) is not obligated to buy, sell orrecommend for the Fund any security or other investment that the Sub-Investment Manager may
buy, sell or recommend for any other client or for its own account. Such activity may adversely affectthe price that the Fund, indirectly, pays or receives for such securities or other investments.
The Sub-Investment Managers may obtain material non-public or other confidential information
about an issuer of securities that, if disclosed, might affect an investor’s decision to buy, sell or hold asecurity. Under applicable law, the Sub-Investment Managers cannot improperly disclose or use thisinformation for their personal benefit or for the benefit of any person, including clients of the Sub-

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Investment Manager. If a Sub-Investment Manager obtains non-public or other confidential
information about any issuer, it cannot disclose the information to the Investment Manager or theFund or use it for the benefit of either of them.
The Sub-Investment Managers receive performance-based compensation from the Funds that may
create an incentive for the Sub-Investment Managers to make riskier or more speculative investments
in order to generate profits than they would if they were not receiving performance-based
compensation.
Meetings and Votes of Shareholders
All general meetings of the Company shall be held in Ireland. In each year the Company shall hold ageneral meeting as its annual general meeting. No resolution shall be passed at any general meetingas a special resolution of the Company to alter the provisions contained in the Memorandum in any
way that is not in accordance with the requirements of the Central Bank. Each holder of Subscriber
Shares is entitled to attend and vote at any general meeting where there are no Participating Shares inissue. When Participating Shares are in issue, each holder of one or more Subscriber Share and eachholder of Participating Shares is entitled to attend and vote at any general meeting provided that any
holder of Subscriber Shares shall not be entitled to attend or vote at any general meeting at any timethat Participating Shares are held by more than one person. On a show of hands, every Shareholder
entitled to vote shall have one vote in respect of all the Participating Shares held by that Shareholder.
On a poll, every Shareholder entitled to vote shall have one vote in respect of each Participating Shareand Subscriber Share held by him. For all purposes the quorum for a general meeting shall be not lessthan two Shareholders present in person or by proxy and entitled to vote except where there are lessthan two Shareholders in any class, when the quorum shall be one person. If within half an hourfrom the time appointed for the general meeting a quorum is not present the general meeting shall bedissolved. A proxy may attend on behalf of any Shareholder. An instrument of proxy shall be in any
common form or in such other form as the Directors may approve.
Termination of Funds and Total Repurchase
The Directors shall have the power upon 30 days’ notice to Shareholders of a particular Fund toterminate that Fund on any Redemption Date (i) if the Net Asset Value of the Fund falls to a level
that, in the absolute discretion of the Directors makes the Fund cease to be economically viable or (ii)for any other reason that the Directors determine, in their absolute discretion, is in the best interests of
the Shareholders of a particular Fund as a whole. The Directors are also entitled to terminate any
Fund with the sanction of a special resolution of the holders of the Shares relating to that Fund.
Furthermore, the Company may, by not less than four weeks’ notice to all Shareholders, repurchase at
the Net Asset Value per Share on such Redemption Date, all (but not some) of the Shares in issue for
any Fund or for the Company as a whole on such date in the following instances:(i)

if the Company or any Fund is no longer authorised or approved by the Central Bank;(ii)

if any law is passed which renders it illegal, or in the reasonable opinion of the
Directors it is impracticable or inadvisable, to continue the Company or any
Fund;

(iii)

if the Sub-Investment Manager Agreement in respect of a Fund is terminated and theInvestment Manager determines that a replacement Sub-Investment Manager will not be
appointed to that Fund; or(iv)

if within a period of 90 days from the date on which the Depositary notifies the Company of
its desire to retire in accordance with the terms of the Depositary Agreement, or from the dateon which the appointment of the Depositary is terminated by the Company in accordance

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with the terms of the Depositary Agreement, or from the date on which the Depositary ceases
to be qualified to act as Depositary and no new depositary shall have been appointed.
Reports
The Company’s year end is 31 December in each year with the first annual report being published in
respect of the period ending 31 December 2012. The annual report, incorporating audited financial
statements in respect of each Fund, will be published within four months of the end of the relevant
financial year.
The half yearly accounting date is 30 June in each year with the first half yearly report being
published in respect of the period ending 30 June 2012. The half-yearly report, which shall includeunaudited half yearly accounts for each Fund, will be published within two months of the end of therelevant period.
Audited annual reports and unaudited half-yearly reports will be sent to all Shareholders and to theCentral Bank upon publication. As with all communications from the Company to Shareholders, theannual and half-yearly reports will be sent electronically to Shareholders, unless a hard copy is
specifically requested.
Documents Available
Copies of the Memorandum and Articles of the Company and the latest financial reports of theCompany, as appropriate, may be obtained, free of charge, upon request at the registered office of theCompany. A copy of the Memorandum and Articles of the Company may also be obtained from theInvestment Manager free of charge.

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SCHEDULE 1: VALUATIONS OF SUB-FUNDSThe Net Asset Value of the Company, the Net Asset Value of each Fund or the Net Asset Value attributable to eachClass of Shares, as the case may be, will be calculated in the relevant currency by the Administrator at the
Valuation Point in respect of each Valuation Date in accordance with the principles more fully described below.
The Net Asset Value of each Fund is the aggregate value of the assets of each Fund (including, without limitation,
any unamortised expenses attributable to each Fund) less the aggregate liabilities attributable to each Fund. The
Net Asset Value per Share in each Fund will be calculated by dividing the Net Asset Value of such Fund by the
number of Shares in issue in respect of that Fund.
Where a Fund is made up of more than one Class of Shares, the Net Asset Value of each Class of Shares will becalculated by determining that part of the Net Asset Value of each Fund attributable to each such Class of Sharesand dividing this value by the number of Shares of that Class or Series in issue. Any increase or decrease in the
Net Asset Value of each Fund will be allocated between the Share Classes based on their pro rata closing Net Asset
Values when calculating the Net Asset Value of each Class or Series.
Where classes of Shares denominated in different currencies are created within a Fund and currency hedging
transactions are entered into in order to hedge any relevant currency exposure, such transactions will be clearly
attributable to a specific Share series and any costs and gains/losses of the hedging transactions will accrue solely
to the relevant class of Shares. Furthermore, no currency Share class may be leveraged as a result of using suchcurrency hedging transactions, although over- or under-hedged positions may arise due to factors outside thecontrol of the Fund. All hedged positions will be kept under review to ensure that any over-hedged positions do
not exceed 105% of the Net Asset Value attributable to each class of Shares and procedures will be put in place toensure that any over-hedged positions materially in excess of 100% of the Net Asset Value attributable to therelevant class of Shares is not carried forward from month to month. Furthermore, the Company will ensure that
under-hedged positions do not fall short of 95% of the portion of the Net Asset Value of the relevant hedged ShareClass and shall keep any such under-hedged position under review so as to ensure it is not carried forward frommonth to month. The costs and gains/losses of the hedging transactions will accrue solely to the relevant series ofShare. This strategy may substantially limit Shareholders of the series of Share from benefiting if the series
currency falls against the base currency and/or the currency in which the assets of a Fund are denominated.
The Net Asset Value per Share will increase or decrease in accordance with profits or losses incurred by theCompany.
Allocation of Assets and Liabilities
The Articles require the Directors to establish separate Funds in the following manner:(a)the proceeds from the issue of each Share shall be applied to the Fund established for that Share, and theassets and liabilities and income and expenditure attributable thereto shall be applied to such Fund subject
to the provisions of the Articles;(b)

where any asset is derived from another asset, the derived asset shall be applied to the same Fund as theassets from which it was derived and on each revaluation of an asset the increase or diminution in value
shall be applied to the relevant Fund;(c)in the case of any asset which the Directors do not consider as attributable to a particular Fund, theManager shall have discretion to determine the basis upon which any such asset shall be allocated between
Funds and the Manager shall have the power at any time, to vary such basis, provided that such allocation
is done on a fair and equitable basis;(d)the Manager shall have the discretion to determine the basis upon which any liability (which, without
limitation, may include all operating expenses of the Company such as stamp duties, taxes, brokerage orother expenses of acquiring and disposing of investments, ongoing regulatory fees and expenses, the feesand expenses of the tax advisers, auditors and legal advisers, the costs of printing and distributing reports,
accounts and any prospectus, publishing prices and any relevant registration fees etc.) shall be allocatedbetween Funds (including conditions as to the subsequent re-allocation thereof if circumstances so permit)and shall have power at any time and from time to time to vary such basis, provided that such allocation isdone on a fair and equitable basis; andMDW\2406443.74

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(e)

subject to the approval of the Depositary, the Manager may transfer any assets to and from Funds if, as aresult of a creditor proceeding against certain of the assets of the Company or otherwise, a liability would
be borne in a different manner from that in which it would have been borne under paragraph (d) above orin any similar circumstances.

Valuation Principles
The Articles provide for the method of valuation of the assets and liabilities of the Company, of each Fund and of
those attributable to each Class of Shares. The Articles provide that:(a)the value of any investment which is quoted, listed or normally dealt in on a regulated market shall becalculated at the last traded price, provided that:(i)if an investment is quoted, listed or normally dealt in on more than one market, the Manager shalladopt as the value thereof the price on the market as determined in accordance with paragraph (a)above which, in their opinion, provides the principal market for such investment; and(ii)

in the case of an investment which is quoted, listed or normally dealt in on a market but in respectof which, for any reason, prices on that market may not be available at any relevant time or may
not represent fair value, the value thereof shall be the probable realisation value which must be
estimated with care and in good faith by such competent person as may be appointed by theManager and approved for the purpose by the Depositary;(iii)

there shall be taken into account interest or dividends accrued but not received on investments up
to the relevant Valuation Point;(b)

the value of any investment which is not quoted, listed or normally dealt in on a market shall be theprobable realisation value which must be estimated with care and in good faith by such competent person
as may be appointed by the Manager and approved for the purpose by the Depositary. In valuing suchinvestments the Manager may consider, inter alia, the fundamental analytical data relating to theinvestments, the nature and duration of restrictions on disposition of the investments and the forces which
influence the market in which the investments are purchased and sold;(c)

cash shall be valued at face value (together with accrued interest on interest bearing accounts up to therelevant Valuation Point) unless, in the opinion of the Manager, any adjustment should be made to reflect
the value thereof;(d)fixed income securities for which a basis of valuation is not otherwise provided in this section shall bevalued by reference to prices ruling in the appropriate markets for such instruments of like maturity,
amount and credit risk, at the relevant Valuation Point. Such methodology will be compiled by Manager
or the Investment Manager as outlined herein;(e)forward foreign exchange contracts will be valued in accordance with paragraph (g) below, or,alternatively by reference to freely available market quotations. If such freely available market quotations
are used, there is no requirement to have such prices independently verified or reconciled to thecounterparty valuation on a monthly basis;(f)

derivative instruments dealt in on a market shall be calculated at the settlement price as determined by themarket in question, provided that where it is not the practice of the relevant market to quote a settlement
price or if such settlement price is not available for any reason, such value shall be the probable realisation
value estimated with care and in good faith by the Manager or a competent person appointed by theManager and approved for the purpose by the Depositary;(g)off-exchange derivative contracts shall be valued by the counterparty on a daily basis. The valuation must
be approved or verified weekly by a third party who is independent of the counterparty and who isappointed by the Manager and approved for the purpose by the Depositary. An alternative valuation may
also be used. Where an alternative valuation is used, the following conditions will be satisfied:

the Company will follow international best practice and adhere to the principles on valuation of OTC
instruments established by bodies such as IOSCO and AIMA;

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

the alternative valuation is that provided by a competent person appointed by the Company andapproved for the purpose by the Depositary or a valuation by any other means provided that the value
is approved by the Depositary; andthe alternative valuation must be reconciled to the counterparty valuation on a monthly basis. Where
significant differences arise these must be promptly investigated and explained;(h)the value of units or shares or other similar participation in any collective investment scheme shall bevalued at the last available net asset value per unit or share or other similar participation as at the
Valuation Point;(i)

notwithstanding any of the foregoing sub-paragraphs, the Manager may, with the approval of the
Depositary, adjust the value of any asset if, having regard to currency, applicable rate of interest, maturity,
marketability and/or such other considerations as they may deem relevant, they consider that suchadjustment is required to reflect the fair value thereof;(j)

if in the case of a particular asset the value is not ascertainable as above provided or if the Manager shallconsider that some other method of valuation better reflects the fair value of the relevant investment thenin such case the method of valuation of the relevant investment shall be such as the Directors, in theirabsolute discretion and in consultation with the Manager, shall decide with the approval of the Depositary;(k)notwithstanding the foregoing, where at the time of any valuation any asset of the Fund has been realised,or contracted to be realised, there shall be included in the assets of the Fund in place of such asset the net
amount receivable by the Fund in respect thereof provided that if such amount is not known exactly thenits value shall be the net amount estimated by the Manager as receivable by the Fund;(l)the pricing services, whether automated or not, of one or more third parties may be engaged to ascertain
the value of any Investment;(m)securities listed or traded on a regulated market but acquired or traded at a premium or at a discountoutside or off the relevant market may be valued, taking into account the level of premium or discount at
the date of the valuation with the approval of the Depositary. The Depositary shall ensure that the
adoption of such a procedure is justifiable in the context of establishing the probable realisation value ofthe security; and(n)in the event of substantial or recurring net subscriptions or redemptions the Manager may adjust the Net
Asset Value per Participating Share to reflect the value of the Company’s (or the relevant Fund’s) assets
using the lowest market dealing offer price in the case of net subscriptions and the lowest market dealing
bid price in the case of net redemptions in order to preserve the value of the shareholding of theCompany’s (or the relevant Fund’s) continuing shareholders provided that the valuation policies will beapplied on a consistent basis throughout the life of the Fund and that there is consistency in the policies
adopted throughout the various categories of assets.

The liabilities of each Fund shall be deemed to include:(a)

all bills, notes and accounts payable(b)

all administrative expenses payable and/or accrued (the latter up to the Valuation Point);(c)

all known liabilities including the amount of any unpaid dividend declared upon the Shares ineach Fund, if any, contractual obligations for the acquisition of investments or other property orfor the payment of money and outstanding payments on any Shares previously redeemed;(d)an appropriate provision for taxes (other than taxes taken into account as duties and charges) andcontingent liabilities as determined from time to time by the Manager; and(e)all other liabilities of each Fund of whatsoever kind and nature, whether estimated or actual,
except liabilities represented by Shares in the respective Funds and reserves (other than reservesauthorised or approved by the Manager for duties and charges or contingencies). In determining
the amount of such liabilities the Manager may calculate administrative and other expenses of aregular or recurring nature on an estimated figure for yearly or other periods in advance and

MDW\2406443.74

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accrue the same in equal proportions over any such period. Where the Directors have createddifferent Classes of Participating Shares within a Fund in accordance with Article 13 of the Articles
and have determined that each Class will incur different levels of fees (the details of which shall be
set out in the applicable Supplement for that Fund), the Administrator shall adjust the Net Asset
Value per Class in order to reflect such different levels of fees payable in respect of each Class.
The Manager may include in the determination of the Net Asset Value a sum representing a provision for duties
and charges relating to acquisition and disposal of investments. Such duties and charges include all stamp andother duties, taxes, governmental charges, brokerage, bank charges, transfer fees, registration fees and other duties
and charges whether in connection with the original acquisition or increase of the assets of the respective Funds orthe creation, issue, sale or repurchase of shares or the sale or purchase of investments by the Fund or in respect ofcertificates or otherwise which may have become or may be payable in respect of or prior to or upon the occasionof the transaction or dealing in respect of which such duties and charges are payable but shall not include any
commission, taxes, charges or costs which may have been taken into account in ascertaining the value of the Fundconcerned.
Any assets held, including funds on deposit and amounts payable to a Fund, and liabilities and amounts payable
by a Fund in a currency other than that in which the Shares are designated, shall be translated into the currency of
the Shares at the rate quoted at the Valuation Point by a recognised pricing service for the relevant Valuation Pointor, if no rate is so quoted, at such other rate of exchange as the Manager thinks fit.
Where the current price of an investment is quoted “ex” any dividend (including stock dividend), interest or otherrights but such dividend, interest or the property to which such rights relate has not been received and is not taken
into account under any other provisions of this Schedule, the amount of such dividend, interest, property or cash
shall be taken into account.
Any entity wholly owned by the Company pursuant to the provisions of Article 91(c) of the Articles shall bevalued on the basis of its net assets (being the difference between the value of its assets and liabilities) and in
valuing its net assets, the provisions of Article 17 of the Articles shall mutatis mutandis apply.

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SCHEDULE 2: INVESTMENT AND BORROWING RESTRICTIONSEach Fund of the Company will be subject to the investment and borrowing restrictions that are set out in the
UCITS Regulations and the Central Bank Regulations. Additional restrictions (if any) relevant to a Fund will be set
out in the applicable Supplement.
1.

2.

Investments of the Company are confined to:(a)Transferable Securities and Money Market Instruments which are either admitted to official listing
on a stock exchange in a Member State of the European Union or non-Member State of theEuropean Union or which are dealt on a market which is regulated, operates regularly, isrecognised and open to the public in a Member State of the European Union or non-Member Stateof the European Union;(b)

recently issued Transferable Securities which will be admitted to official listing on a stock
exchange or other market (as described above) within a year;(c)

Money Market Instruments, as defined in the Central Bank Regulations, other than those dealt on aregulated market;(d)units of Collective Investment Schemes;(e)units of AIFs as set out in the Central Bank Regulations;(f)deposits with credit institutions as prescribed in the Central Bank Regulations; and(g)financial derivative instruments as prescribed in the Central Bank Regulations.

Investment Restrictions(a)

A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities and Money
Market Instruments other than those referred to in paragraph 1.

(b)

A Fund may invest no more than 10% of its Net Asset Value in securities of the type to which
Regulation 68(1)(d) of the UCITS Regulations 2011 apply. This restriction will not apply to an
investment by a Fund in US securities known as “Rule 144 A securities” provided that:(i)the relevant securities have been issued with an undertaking to register the securities with
the SEC within 1 year of issue; and(ii)

the securities are not illiquid securities i.e. they may be realised by a Fund within 7 days at
the price, or approximately at the price, at which they are valued on behalf of the Fund.

(c)

A Fund may invest no more than 10% of its Net Asset Value in Transferable Securities or Money
Market Instruments issued by the same body provided that the total 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%.

(d)

The limit of 10% (in (c)) 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 of the European Union and is subject by law to
special public supervision designed to protect bond-holders. If a Fund invests more than 5% of its
Net Asset Value in these bonds issued by one issuer, the total value of these investments may notexceed 80% of the Net Asset Value of the Fund.

(e)

The limit of 10% (in (c)) is raised to 35% if the Transferable Securities or Money Market
Instruments are issued or guaranteed by a Member State of the European Union or its local
authorities or by a non- Member State of the European Union or public international body ofwhich one or more Member States of the European Union are members.

(f)

The Transferable Securities and Money Market Instruments referred to in (d) and (e) shall not betaken into account for the purpose of applying the limit of 40% referred to in (c).

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(g)

A Fund may not invest more than 20% of its Net Asset Value in deposits made with the same
credit institution.
Deposits with any one credit institution, other than (i) a credit institution authorised in the EEA; or(ii) a credit institution authorised within a signatory state (other than an EEA Member State) to theBasle Capital Convergence Agreement of July 1988; or (iii) a credit institution authorised in Jersey,
Guernsey, the Isle of Man, Australia or New Zealand, held as ancillary liquidity must not exceed
10% of its Net Asset Value.
This limit may be raised to 20% in the case of deposits made with the Depositary.

(h)

The risk exposure of a Fund to a counterparty to an OTC derivative may not exceed 5% of its Net
Asset Value.
This limit is raised to 10% in the case of (i) a credit institution authorised in the EEA; or (ii) a credit
institution authorised within a signatory state (other than an EEA Member State) to the Basle
Capital Convergence Agreement of July 1988; or (iii) a credit institution authorised in Jersey,
Guernsey, the Isle of Man, Australia or New Zealand.

(i)

Notwithstanding paragraphs (c), (g) and (h) 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 its Net Asset
Value:(i)investments in Transferable Securities or Money Market Instruments;(ii)

deposits; and/or(iii)

counterparty risk exposures arising from OTC derivatives transactions.

(j)

The limits referred to in (c), (d), (e), (g), (h) and (i) above may not be combined, so that exposure toa single body shall not exceed 35% of the relevant Fund’s Net Asset Value.

(k)Group companies are regarded as a single issuer for the purposes of (c), (d), (e), (g), (h) and (i).
However, a limit of 20% of net assets may be applied to investment in Transferable Securities andMoney Market Instruments within the same group.

(l)

A Fund may invest up to 100% of its Net Asset Value in different Transferable Securities andMoney Market Instruments issued or guaranteed by any EU Member State, its local authorities,
non-EU Member States or public international body of which one or more EU Member States are
members.
The individual issuers will be drawn from the following list:-

MDW\2406443.74

OECD Governments (provided the issues are of investment grade);Government of the People’s Republic of China;Government of Brazil (provided the issues are of investment grade);Government of India (provided the issues are of investment grade);Government of Singapore (provided the issues are of investment grade);European Investment Bank;European Bank for Reconstruction and Development;International Finance Corporation;International Monetary Fund;

Euratom;

The Asian Development Bank;European Central Bank;
77

Council of Europe;Eurofima;African Development Bank;International Bank for Reconstruction and Development (The World Bank);

The Inter American Development Bank;European Union;Federal National Mortgage Association (Fannie Mae);

Federal Home Loan Mortgage Corporation (Freddie Mac);

Government National Mortgage Association (Ginnie Mae);

Student Loan Marketing Association (Sallie Mae);

Federal Home Loan Bank;Federal Farm Credit Bank;

Tennessee Valley Authority; andStraight-A Funding LLC.

A Fund must hold securities from at least six different issuers, with securities from any one issuer not exceeding
30% of its Net Asset Value.
3.

4.

Investment in Collective Investment Schemes (“CIS”)(a)

A Fund may not invest more than 20% of its net assets in any one CIS.

(b)

Investment in AIFs may not, in aggregate, exceed 30% of a Fund’s net assets.

(c)

The CIS are prohibited from investing more than 10% of their net assets in other open-ended CIS.

(d)

When a Fund invests in the shares of other CIS that are managed, directly or by delegation, by theInvestment Manager or by any other company with which the Investment Manager is linked bycommon management or control, or by a substantial direct or indirect holding, that managementcompany or other company may not charge management, subscription, conversion or redemption
fees on account of the Funds investment in the shares of such other CIS.

(e)

Where a commission (including a rebated commission) is received by the Investment Manager byvirtue of an investment in the shares of another CIS, this commission must be paid into theproperty of the Fund.

General Provisions(a)An investment company or management company acting in connection with all of 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.

(b)

A Fund may acquire no more than:

MDW\2406443.74(i)

10% of the non-voting shares of any single issuing body;(ii)

10% of the debt securities of any single issuing body;(iii)

25% of the shares of any single CIS; or(iv)

10% of the Money Market Instruments of any single issuing body.

78

The limits laid down in (ii), (iii) and (iv) above may be disregarded at the time of acquisition if, atthat 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.
(c)

(i)

Transferable Securities and Money Market Instruments issued or guaranteed by an EU
Member State or its local authorities;(ii)

Transferable Securities and Money Market Instruments issued or guaranteed by a non- EU
Member State;(iii)

Transferable Securities and Money Market Instruments issued by public international
bodies of which one or more EU Member States are members;(iv)

shares held by a Fund in the capital of a company incorporated in a non-EU Member State
which invests its assets mainly in the securities of issuing bodies having their registeredoffices in that State, where under the legislation of that state such a holding represents the
only way in which the 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-EU
Member State complies with the limits laid down in 2(c) to 2(k), 3(a), 3(b), 4(a), 4(b), 4(d),4(e) and 4(f), and provided that where these limits are exceeded, paragraphs 4(e) and 4(f)below are observed; or(v)

shares held by an investment company or investment companies in the capital ofsubsidiary companies carrying on only the business of management, advice or marketingin the country where the subsidiary is located, in regard to the repurchase of shares at
Shareholders’ request exclusively on their behalf.

(d)Funds need not comply with the investment restrictions herein when exercising subscription
rights attaching to Transferable Securities or Money Market Instruments which form part of theirassets.

(e)

The Central Bank may allow recently authorised Funds to derogate from the provisions of 2(c) to2(l), 3(a) and 3(b) for six months following the date of their authorisation, provided they observe
the principle of risk spreading.

(f)

If the limits laid down herein are exceeded for reasons beyond the control of a Fund, or as a resultof 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.

(g)

The Investment Manager may not carry out uncovered sales of:(h)5.

Paragraphs 4(a) and 4(b) above shall not be applicable to:(i)Transferable Securities;(ii)

Money Market Instruments;(iii)

units of CIS; or(iv)

financial derivative instruments.

A Fund may hold ancillary liquid assets.

Financial Derivative Instruments
Funds may invest in financial derivative instruments dealt in over-the-counter markets provided that thefollowing are adhered to:(a)

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The Fund’s global exposure (as prescribed in the Central Bank Regulations) relating to financial
derivative instruments must not exceed its total Net Asset Value;
79

6.

(b)

Position exposure to the underlying assets of the 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,
does not exceed the investment limits set out in the Central Bank Regulations. (This provision does
not apply in the case of index based financial derivative instruments provided the underlying
index is one which meets with the criteria set out in the Central Bank Regulations);(c)

The Fund may invest in financial derivative instruments dealt in over-the-counter (OTC) provided
that the counterparties to over-the-counter transactions (OTCs) are institutions subject toprudential supervision and belonging to categories approved by the Central Bank; and(d)Investments in financial derivative instruments are subject to the conditions and limits laid downby the Central Bank.

Borrowing Restriction
Each Fund may borrow amounts by way of short term loans not exceeding 10% of its net assets provided
that such borrowing is on a temporary basis.

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SCHEDULE 3: LIST OF RECOGNISED MARKETSWith the exception of permitted investments in unlisted securities, the Company’s investments will be restricted tosecurities listed or traded on exchanges and markets listed below:1.

All stock exchanges:

In a Member State (other than Malta):-

Austria

Denmark

Hungary

Netherlands

SwedenBelgium

Estonia

Ireland

PolandRomania

Bulgaria

Finland

Italy

Portugal

Croatia

FranceLatviaSlovakia

CyprusGermany

Lithuania

Slovenia

Czech Republic

GreeceLuxembourg

Spain



In a Member State of the European Economic Area (EEA) (excluding Liechtenstein)

Iceland
Norway

2.

In any of the following countries:-

US

Australia

CanadaNew ZealandJapan

Hong Kong

Switzerland

United Kingdom

Any stock exchange included on the following list:Argentina

Buenos Aires Stock Exchange, Mercado Abierto Electronico S.A., Mercado
De Valores de Buenas Aires S.A., Mercado a Termino de Buenas Aires
S.A., Bolsa de Comercio de Cordoba, Bolsa de Comercio Rosario and Bolsa
de Comercio de Mendoza S.A., La Plata Stock Exchange

Bangladesh

Dhaka Stock Exchange

BrazilBolsa de Valores de Sao Paulo, Rio de Janeiro Stock Exchange, Bahia
Sergipe-Alagoas Stock Exchange, Extremo Sul Stock Exchange, Porto
Allegre, Minas Esperito Santo Brasila Stock Exchange, Parana Stock
Exchange, Curtiba, Pernambuco e Paraiba Stock Exchange, Regional Stock
Exchange, Fortaleza, Santos Stock Exchange

Chile

Santiago Stock Exchange, La Bolsa Electronica de Chile

China

Shanghai Stock Exchange and Shenzhen Stock Exchange

Columbia

Bogota Stock Exchange, Medellin Stock Exchange

Croatia

Zagreb Stock Exchange

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EgyptCairo and Alexandria Stock Exchange

India

National Stock Exchange, Mumbai Stock Exchange, Bangalore Stock
Exchange, Calcutta Stock Exchange, Delhi Stock Exchange, Gauhati Stock
Exchange, Hyderabad Stock Exchange, Ludhiana Stock Exchange, Madras
Stock Exchange, Pune Stock Exchange, Uttar Pradesh Stock Exchange
Association, Bombay Stock Exchange, Ahmedabad Stock Exchange,
Cochin Stock Exchange, Magadh Stock ExchangeIndonesia

Jakarta Stock Exchange and Surabaya Stock Exchange

IsraelTel Aviv Stock Exchange

JordanAmman Stock Exchange

Malaysia

Bursa Malaysia Stock Exchange, Kuala Lumpur Stock Exchange

Mauritius

Stock Exchange of Mauritius Ltd

MexicoBolsa Mexicana de Valores, SA.de.cv, Mexican Stock Exchange

MoroccoCasablanca Stock Exchange

Pakistan

Karachi Stock Exchange, Lahore Stock Exchange

Peru

Bolsa de Valores de Lima

Philippines

Philippines Stock Exchange

Singapore

Singapore ExchangeSouth Africa

JSE Securities ExchangeSouth Korea

Korea Exchange

Sri Lanka

Colombo Stock Exchange

TaiwanTaiwan Stock Exchange

Thailand

Stock Exchange of Thailand

TurkeyIstanbul Stock Exchange

Venezuela

Caracus Stock Exchange, Maracaibo Stock Exchange

3.

The derivative markets approved in the United Kingdom, the European Union or an EEA Member State(excluding Liechtenstein);

4.

The following regulated derivatives markets:- American Stock Exchange, Montreal Stock Exchange,
Australian Stock Exchange, New York Futures Exchange, Bolsa Mexicana de Valores, New York
Mercantile Exchange, Chicago Board of Trade, New York Stock Exchange, Chicago Board Options
Exchange, New Zealand Futures Exchange, Chicago Mercantile Exchange, OMLX The London Securities
and Derivatives Exchange Ltd, Copenhagen Stock Exchange (including FUTOP), European Options
Exchange, OM Stockholm AB, Eurex Deutschland, Osaka Securities Exchange, Financiele Termijnmarkt
Amsterdam, Pacific Stock Exchange, Finnish Options Market, Philadelphia Board of Trade, Hong Kong
Futures Exchange, Philadelphia Stock Exchange, International Securities Market Association, Singapore
International Monetary Exchange, Irish Futures and Option Exchange (IFOX), South Africa Futures
Exchange (SAFEX), Kansas City Board of Trade, Sydney Futures Exchange, Financial Futures and Options
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Marche a Terme des International de France, Marche des options Negociables de Paris (MONEP), MEFF
Renta Fija, Tokyo Stock Exchange, MEFF Renta Variable, Toronto Futures Exchange, Midwest Stock
Exchange.
5.

The market organised by the members of the International Capital Market Association;

6.

The market conducted by the ‘listed money market institutions’ as described in the Financial Services
Authority publication ‘The Regulation of Wholesale Cash and OTC Derivatives Markets’ (The Grey Paper);

7.

JASDAQ Securities Exchange;

8.

The market in US government securities conducted by primary dealers regulated by the Federal Reserve
Bank of New York;9.

The over-the-counter market in the US regulated by the National Association of Securities Dealers Inc;

10.

The French market for ‘Titres de Creance Negotiable’ (over-the-counter market in negotiable debt
instruments); and11.

The over-the-counter market in Canadian Government Bonds, regulated by the Investment Industry
Regulatory Organization of Canada.

12.

These exchanges and markets are listed in the Articles and in accordance with the requirements of theCentral Bank, which does not issue a list of approved markets.

This list of Recognised Markets is listed in accordance with the requirements of the Central Bank, which does notissue a list of approved markets.

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SCHEDULE 4: COLLATERAL POLICY
In the context of efficient portfolio management techniques and/or the use of financial derivative instruments(“FDIs”) for hedging or investment purposes, collateral may be received from a counterparty for the benefit of therelevant Fund or posted to a counterparty by or on behalf of the relevant Fund. Any receipt or posting of collateralby the Fund will be conducted in accordance with the requirements of the Central Bank and the terms of theCompany’s collateral policy outlined below.
The types of collateral acceptable for a Fund shall include but not be limited to: (i) cash; (ii) government or otherpublic securities; (iii) certificates of deposit issued by relevant institutions; (iv) bonds/commercial paper issued byrelevant institutions or by non-bank issuers; and (v) equity securities traded on certain stock exchanges.
Collateral – Received by the Fund
Collateral posted by a counterparty for the benefit of a Fund may be taken into account as reducing the exposure tosuch counterparty. The Fund will require receipt of the necessary level of collateral so as to ensure counterparty
exposure limits set out in the UCITS Regulations are not breached. Counterparty risk may be reduced by anamount equivalent to the value of the collateral received after taking into account appropriate discounts.
The Company or its delegate will liaise with the Depositary (and/or any other collateral management service
provider as may be appointed from time to time) in order to manage all aspects of the counterparty collateralprocess. Risks linked to the management of collateral, such as operational and legal risks, shall be identified,managed and mitigated by the Company’s risk management process.
If the relevant Fund receives collateral for at least 30% of its Net Asset Value it will put in place an appropriate
stress testing policy to ensure regular stress tests are carried out under normal and exceptional liquidity conditions
to enable the relevant Fund to assess the liquidity risk attached to the non-cash collateral. The liquidity stresstesting policy with respect to non-cash collateral will at least prescribe the following:(i) Design of stress test scenario analysis including calibration, certification and sensitivity analysis;(ii) Empirical approach to impact assessment, including back-testing of liquidity risk estimates;(iii) Reporting frequency and limit/loss tolerance thresholds; and(iv) Mitigation actions to reduce loss including haircut policy and gap risk protection.
All assets received by the relevant Fund in the context of stocklending/repurchase transactions shall be considered
as collateral and must comply with the terms of the Company’s collateral policy.
Non-Cash Collateral
For collateral management, cash as collateral is favoured by the Company. Where non-cash collateral is used, theCompany will typically only accept government securities of varying maturities as non-cash collateral that do notexhibit high price volatility. Non-Cash collateral received must, at all times, meet with the following criteria:(i) Liquidity: Collateral received other than cash 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 UCITS
Regulations.
(ii) Valuation: Collateral received should be valued on at least a daily basis and assets that exhibit high pricevolatility should not be accepted as collateral unless suitably conservative haircuts are in place. Any non-cash
collateral will be marked-to-market on a daily basis and subject to daily variation margin movements.
(iii) Issuer credit quality: Collateral received should be of high quality. The Investment Manager shall ensure that:(a) where the issuer was subject to a credit rating by an agency registered and supervised by ESMA that rating
shall be taken into account by the Investment Manager in the credit assessment process; and (b) where an issuer isdowngraded below the two highest short-term credit ratings by the credit rating agency referred to in (a) this shallresult in a new credit assessment being conducted of the issuer by the Investment Manager without delay. Rating
services are not regarded as an unimpeachable source for assessing credit quality.
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(iv) 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.
(v) Diversification (asset concentration): Collateral should be sufficiently diversified in terms of country, markets
and issuers in accordance with Schedule 2 of the Central Bank Regulations. When the Fund is exposed to different
counterparties, the different baskets of collateral should be aggregated to calculate the relevant exposure limit to asingle issuer. A Fund may be fully collateralised in different transferable securities and money market instruments
issued or guaranteed by a Member State, local authority, third country or public international body drawn fromthe list of issuers. The Fund will receive securities from at least 6 different issues, but securities from any single
issue will not account for more than 30% of the Fund's Net Asset Value and the Fund can accept more than 20% of
its Net Asset Value as collateral from those entities listed at Part 2(1) of Schedule 2 of this Prospectus. In
accordance with the Central Bank Regulations, invested cash collateral should be diversified in accordance withthe diversification requirement applicable to non-cash collateral. Invested cash collateral may not be placed on
deposit with the counterparty or a related entity.
(vi) Immediately Available: Collateral received should be capable of being fully enforced by the Fund at any time
without reference to or approval from the counterparty.
(vii) Safe-keeping: Collateral received on a title transfer basis will be held by the Depositary or its agent. Where theFund receives collateral on any basis other than a title transfer basis, the collateral can be held by a third party
depositary which is subject to prudential supervision, and is unrelated and unconnected to the provider of thecollateral.
(viii) Haircuts: The Company (or its delegate), on behalf of the Fund, shall apply suitably conservative haircuts or
discounts to the market value of assets being received as collateral where appropriate on the basis of an assessmentof the characteristics of the assets such as the credit standing or the price volatility, as well as the outcome of any
stress tests performed as referred to above. The Company has determined that generally if issuer or issue credit
quality of the collateral is not of a very high quality or the collateral carries a significant level of price volatility, aconservative haircut must be applied in accordance with the Company’s haircut policy. However, the applicationof such a haircut will be determined on a case by case basis. The Company, in its discretion, may accept certain
collateral with more conservative, less conservative or no haircuts applied in accordance with its haircut policy.
Non-cash collateral cannot be sold, pledged or re-invested.
Cash Collateral
Cash collateral received by a Fund may not be invested other than in the following:(i) deposits with relevant institutions;(ii) high-quality government bonds;(iii) reverse repurchase agreements provided the transactions are with credit institutions subject to prudential
supervision and the Fund is able to recall at any time the full amount of cash on an accrued basis;(iv) short-term money market funds as defined in the ESMA Guidelines on a Common Definition of European
Money Market Funds (ref CESR/10-049).
Any re-investment of cash collateral shall be diversified in accordance with the requirements of the Central Bank.
Re-invested cash collateral exposes the Funds to certain risks such as the risk of a failure or default of the issuer ofthe relevant security in which the cash collateral has been invested. Investors should consult the “Risk Factors” of
the Prospectus for information on counterparty risk and broker credit risk in this regard.
Collateral – Posted by the Fund
Collateral posted to a counterparty by or on behalf of the Fund must be taken into account when calculating
counterparty risk exposure. Collateral posted to a counterparty and collateral received by such counterparty may
be taken into account on a net basis provided the Fund is able to legally enforce netting arrangements with thecounterparty.

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For the purpose of providing margin or collateral in respect of transactions in techniques and instruments, theFund may transfer, mortgage, pledge, charge or encumber any assets or cash forming part of the Fund inaccordance with normal market practice and the requirements outlined in the Central Bank Regulations.
Risks Linked to Management of CollateralIn the event that collateral is received by the Company, the risks linked to the management of collateral, such as
operational and legal risks, will be identified, managed and mitigated by an updated version of the risk
management process. The management and monitoring of collateral received, including monitoring its liquidity isdependent upon systems and technology operated by the Company's service providers. Cyber-attacks,
disruptions, or failures that affect the Company's service providers or counterparties may adversely affect theCompany, including by causing loses for a Fund or impairing a Fund's operations. Where a Fund receives
collateral on any basis other than a title transfer basis, local custody services may be underdeveloped in many
emerging market countries and there is custody risk involved in dealing in such markets. In certain circumstances
a Fund may not be able to recover some of its collateral. Such circumstances may include any acts or omissions or
the liquidation, bankruptcy or insolvency of a sub-depositary, retroactive application of legislation and fraud.

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SCHEDULE 5: LIST OF SUB-CUSTODIAL AGENTS
The Depositary has appointed the following entities as sub-delegates in each of the markets set forth below. This
list may be updated from time to time and is available upon request in writing from the Administrator or the
Depositary. The Depositary does not anticipate that there would be any specific conflicts of interest arising as aresult of any delegation to any of the sub-delegates listed below. The Depositary will notify the Directors of theCompany of any such conflict should it so arise.

SUB-CUSTODIAN

MARKET
Argentina

Citibank N.A. Argentina Branch

Australia

Citigroup Pty Limited

Austria

Raiffeisen Bank International AG

BahrainStandard Chartered Bank, DIFC Branch

BangladeshStandard Chartered Bank

Belgium

Citibank Europe Plc

BermudaCitibank N.A.

Bosnia & Herzegovina

Raiffeisen Bank International AG

Botswana

Standard Chartered Bank, DIFC Branch

BrazilCitibank, N.A. – Filial Brasileira (Brazilian Branch)

Bulgaria

Raiffeisen Bank International AG

CanadaRoyal Bank of Canada

Chile

Banco de Chile

China B Shares (Shanghai)Standard Chartered Bank (China) Limited

China B Shares (Shenzhen)

Standard Chartered Bank (China) Limited

China A SharesStandard Chartered Bank (China) Limited

Colombia

Cititrust Colombia S.A.

Costa Rica

Citibank N.A.

Croatia

Raiffeisen Bank International AG

Cyprus

Citibank Europe plc, Greece Branch

Czech Republic

Raiffeisen Bank International AG

Denmark

Citibank Europe Plc

Egypt

Citibank N.A. Egypt

Estonia

Clearstream Banking S.A.

Finland

Citibank Europe Plc

FranceCitibank Europe plc

Germany

Citibank Europe plc

Georgia

Citibank N.A.

Ghana

Standard Chartered Bank DIFC Branch

GreeceCitibank Europe plc, Greece Branch

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Hong Kong

Standard Chartered Bank (Hong Kong) Limited
Hong Kong Connect: Citibank, N.A., Hong Kong Branch

Hungary

Raiffeisen Bank International AG

IcelandIslandsbanki hf

ICSD

Clearstream Banking S.A.

India

Standard Chartered Bank

Indonesia

Standard Chartered Bank

Ireland

Citibank N.A., London BranchIsraelCitibank N.A. Israel

Italy

Citibank Europe plc

Jamaica

Citibank N.A.

Japan

Citibank N.A., Tokyo Branch

Kazakhstan

JSC Citibank Kazakhstan

KenyaStandard Chartered Bank, DIFC Branch

KuwaitCitibank, N.A. Kuwait Branch

LatviaClearstream Banking S.A.

Lithuania

Clearstream Banking S.A.

Luxembourg

Clearstream Banking S.A.

Macedonia

Citibank N.A.

Malaysia

Standard Chartered Bank Malaysia Berhad

MauritiusStandard Chartered Bank, DIFC Branch

MexicoCitibanamex Securities Services

MoroccoSociété Générale Marocaine de Banques

Namibia

Citibank N.A.

Netherlands

Citibank Europe PLC

New Zealand

Citibank N.A. New Zealand Branch

Nigeria

Standard Chartered Bank, DIFC Branch

NorwayCitibank Europe Plc

Oman

Standard Chartered Bank, DIFC Branch

PakistanStandard Chartered Bank, DIFC Branch

PanamaCitibank N.A.

Peru

Citibank del Peru S.A.

Philippines

Standard Chartered Bank

PolandBank Polska Kasa Opieki S.A.

Portugal

Citibank Europe Plc

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QatarStandard Chartered Bank, DIFC Branch

Romania

BRD - Groupe Societe Generale

RussiaRaiffeisen Bank International AG

Saudi Arabia

HSBC Saudi Arabia

SerbiaRaiffeisen Bank International AG

SingaporeStandard Chartered Bank

Slovak Republic

Raiffeisen Bank International AG

Slovenia

Raiffeisen Bank International AG

South Africa

Standard Chartered Bank, DFIC BranchSouth Korea

Standard Chartered Bank Korea Limited

Spain

Citibank Europe Plc

Sri Lanka

Standard Chartered Bank

SwedenCitibank Europe Plc, Sweden Branch

Switzerland

Credit Suisse AG

TaiwanStandard Chartered Bank (Taiwan) Limited

Tanzania

Standard Chartered Bank, DFIC Branch

ThailandStandard Chartered Bank (Thai) Pcl

Tunisia

Societe Generale Securities Service UIB Tunisia

TurkeyCitibank A.S.

UAE - Abu Dhabi

Standard Chartered Bank, DIFC Branch

UAE - Dubai

Standard Chartered Bank, DIFC Branch

UAE – Nasdaq Dubai Ltd

Standard Chartered Bank, DIFC Branch

UgandaStandard Chartered Bank, DFIC Branch

UK

Citibank N.A., London Branch

Ukraine

JSC Citibank

Uruguay

Citibank N.A.

USA

The Bank of New York Mellon

VietnamStandard Chartered Bank, DFIC Branch

WAEMU (West African Economic and Monetary
Union, including Benin, Burkina Faso, GuineaBissau, Ivory Coast, Mali, Niger, Senegal andTogo)

Standard Chartered Bank, DFIC Branch

ZambiaStandard Chartered Bank, DIFC Branch

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