KENNOX STRATEGIC VALUE FUND FEEDER (LUXEMBOURG)

an investment company in Luxembourg with registration number B 187127

PROSPECTUS

May 2014

IMPORTANT INFORMATION

Terms used herein shall have the meaning attributed to them in the “Definitions” section, unless otherwise mentioned.

THIS PROSPECTUS

This Prospectus describes KENNOX STRATEGIC VALUE FUND FEEDER (Luxembourg) (the “SICAV”), an investment company with variable share capital incorporated in Luxembourg as a public limited liability company (société anonyme). The SICAV is an investment company organised under the laws of the Grand Duchy of Luxembourg as a societé d’investissement à capital variable, is governed by Part I of the UCI Law and qualifies as a UCITS. Shares may be divided into different Classes to accommodate different subscription and/or redemption charges and/or base currencies and/or dividend policies and/or fee arrangements and/or hedging arrangements. The Directors accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. INVESTOR RESPONSIBILITY

Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisers in relation to (a) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (b) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Shares; (c) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares; and (d) the provisions of this Prospectus. CSSF AUTHORISATION – UCITS

The registration of the SICAV on the official list of UCITS held with the CSSF shall not, under any circumstances, be described in any way whatsoever as a positive assessment made by the CSSF of the quality of the Shares offered for sale. DISTRIBUTION AND SELLING RESTRICTIONS

The distribution of this Prospectus and the offering or purchase of Shares may be restricted in certain jurisdictions. This Prospectus does not constitute, and may not be treated as, an offer or solicitation by or to anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. It is the responsibility of any persons in possession of this Prospectus and any persons wishing to apply for Shares pursuant to this Prospectus to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdiction. Shares may not be purchased or held by or for the benefit of, except with the consent of the Directors, US Persons. STOCK EXCHANGE LISTING

The Directors may, in their sole discretion, determine that an application may be made to the Luxembourg Stock Exchange for Shares of any Class to be admitted to its Official List.

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RELIANCE ON THIS PROSPECTUS

Shares are offered only on the basis of the information contained in this Prospectus and the latest audited annual accounts and any subsequent semi-annual report of the SICAV. Any further information or representations given or made by any dealer, broker or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representation in connection with the offering of Shares other than those contained in this Prospectus and in any subsequent semi-annual or annual report of the SICAV and, if given or made, such information or representations must not be relied upon as having been authorised by the SICAV, the Directors, the Management Company, the Investment Manager or the Depositary. Statements in this Prospectus are based on the law and practice in force in Luxembourg at the date hereof and are subject to change. Neither the delivery of this Prospectus nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the SICAV have not changed since the date hereof. Applications for Shares will only be considered on the basis of this Prospectus. Copies of the Articles, the current Prospectus, the KIIDs and the latest periodical reports (audited annual report and unaudited semi-annual report) may be obtained free of charge upon request from the registered office of the SICAV, the Central Administration or from the Investment Manager during normal business hours on any Business Day or on the website of the Investment Manager at www.kennox.eu. Copies of this Prospectus, the KIIDs and the latest periodical reports of the SICAV are also available online on the website of the Investment Manager at www.kennox.eu. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the SICAV have not changed since the date hereof.

A KIID for each available Class must be made available to investors free of charge prior to their

subscription for Shares. Prospective investors must consult the KIID for the relevant Class in

which they intend to invest. Requests for subscription or conversion of Shares will be accepted

upon verification by the Central Administration that the (prospective) Shareholder has received

the relevant KIID available as mentioned above.

This Prospectus (and certain material documents) may be translated into other languages. Where such translation occurs, it will accord in all respects with the English text and in the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail and all disputes as to the contents thereof shall be governed in accordance with the law of Luxembourg. RISKS

Investment in the SICAV carries with it a degree of risk. The value of Shares and the income from them may go down as well as up, and investors may not get back the amount invested. The difference at any one time between the sale and redemption price of Shares means that the investment should be viewed as medium to long-term. Investors should consider the “Investment Risks” section of this Prospectus.

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DIRECTORY

KENNOX STRATEGIC VALUE FUND FEEDER (Luxembourg) Registered Office:

2-4 rue Eugene Ruppert Vertigo Building - Polaris

L-2453 Luxembourg Grand Duchy of Luxembourg

William Jones Director

Directors: Peter Boyle

Chairman of the Board

Alice Paterson

Director

Management Company RBS (Luxembourg) S.A.

33, rue de Gasperich

L-5826 Hesperange

Grand Duchy of Luxembourg

Depositary The Bank of New York Mellon (Luxembourg) S.A. 2-4 rue Eugene Ruppert Vertigo Building - Polaris L-2453 Luxembourg Grand Duchy of Luxembourg

Investment Manager Kennox Asset Management Limited 28 Drumsheugh Gardens, Edinburgh, EH3 7RN, UK

Central Administration The Bank of New York Mellon (Luxembourg) S.A. 2-4 rue Eugene Ruppert Vertigo Building - Polaris L-2453 Luxembourg Grand Duchy of Luxembourg

Legal Advisers D.Law Aerogolf Bloc A, 1, rue Heienhaff, L-1736 Senningerberg Grand Duchy of Luxembourg

Auditors KPMG Luxembourg S.à r.l. 9, Allée Scheffer L-2520 Luxembourg Grand Duchy of Luxembourg

Master Fund S&W Kennox Strategic Value Fund a UCITS established in the United Kingdom 25 Moorgate, London EC2R 6AY London, United Kingdom FCA Registration Number IC000644

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INDEX CONTENTS

Page No

IMPORTANT INFORMATION ............................................................................................................... 2

DIRECTORY.......................................................................................................................................... 4

DEFINITIONS ........................................................................................................................................ 6

THE SICAV .......................................................................................................................................... 11

INVESTMENT OBJECTIVES AND POLICIES .................................................................................... 12

THE MASTER FUND .......................................................................................................................... 13

MANAGEMENT AND ADMINISTRATION .......................................................................................... 16

SUBSCRIPTIONS ............................................................................................................................... 21

REDEMPTIONS .................................................................................................................................. 24

MANDATORY REPURCHASE OF SHARES ...................................................................................... 26

TRANSFER OF SHARES ................................................................................................................... 27

CONVERSION BETWEEN SHARES CLASSES ................................................................................ 28

MARKET TIMING AND LATE TRADING ............................................................................................ 30

ANTI-MONEY LAUNDERING ............................................................................................................. 31

DETERMINATION OF NET ASSET VALUE ....................................................................................... 32

SUSPENSION OF DETERMINATION OF NET ASSET VALUE ........................................................ 35

FEES AND EXPENSES ...................................................................................................................... 37

TAXATION ........................................................................................................................................... 38

RISK MANAGEMENT PROCESS ....................................................................................................... 41

INVESTMENT RISKS .......................................................................................................................... 42

DISTRIBUTION POLICY ..................................................................................................................... 46

GENERAL ............................................................................................................................................ 47

APPENDIX 1........................................................................................................................................ 54

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DEFINITIONS

2010 Law or UCI Law the law of December 17, 2010 on undertakings for collective investment, as may be amended from time to time;

Appendix an Appendix to this Prospectus;

Application Form an application form for Shares, in the form the Directors deem appropriate and available from the Management Company;

Articles the articles of incorporation of the SICAV for the time being in force and as may be modified from time to time;

Auditor

the independent authorized auditor (réviseur d’entreprises agréé) of the SICAV, KPMG Luxembourg S.à r.l.;

Base Currency the currency in which a Class is expressed, as mentioned in Appendix 1;

Business Day an entire day on which banks in Luxembourg and in the United Kingdom are open for normal banking business or such other day or days (except Saturday, Sunday or any public holiday in Luxembourg and in the United Kingdom) as may be determined by the Directors;

Central Administration The Bank of New York Mellon (Luxembourg) S.A.;

Class Shares representing an interest in the SICAV and designated as a class of Shares for the purposes of attributing different proportions of the Net Asset Value to such Shares to accommodate different subscription, conversion and/or redemption charges, charges, dividend arrangements, base currencies, fee arrangements and/or hedging arrangements, etc. specific to such Shares;

Conversion Fee the fee which may be paid in relation to the conversion of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1;

Cut-Off Time such time in respect of any relevant Dealing Day as shall be

specified in the Prospectus or such other time as the Directors may determine and notify to Shareholders in advance provided always that the Cut-Off Time is no later than the point as at which the Net Asset Value is determined for the relevant Dealing Day;

CSSF Commission de Surveillance du Secteur Financier;

Dealing Day in respect of a Share Class, any Business Day on which Shares of that Class may be subscribed to, redeemed and/or exchanged for Shares of another Class, as specified in this Prospectus;

Depositary The Bank of New York Mellon (Luxembourg) S.A.;

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Designated Person any person to whom a transfer of Shares (legally of beneficially) or by whom a holding of Shares (legally or beneficially) would or, in the opinion of the Directors, might, be in breach of the law or the requirements of any country or governmental authority or result in the SICAV incurring any liability or taxation or suffering any other disadvantage which the SICAV may not otherwise have incurred or suffered;

Directors

the board of directors of the SICAV for the time being and any duly constituted committee thereof;

Distributor

Kennox Asset Management Limited and any other sub-distributor appointed by the latter;

EU European Union;

EUR Euro;

FATCA The Foreign Account Tax Compliance provisions in the U.S. Hiring Incentives to Restore Employment Act enacted in March 2010;

FCA Financial Conduct Authority or its successor authority in the United Kingdom;

Feeder Fund The SICAV, as feeder UCITS, as defined in the UCI Law, of the Master Fund

Fund Management Company Agreement

the fund management company agreement pursuant to which the Management Company is appointed as designated management company of the SICAV;

Group of Companies companies belonging to the same body of undertakings, and which must draw up consolidated accounts in accordance with Directive 2013/34/EU of 26 June 2013 on the annual financial statements, consolidated financial statements of certain types of undertakings;

Initial Offer Price the initial offer price of the Shares on the Launch Date, as specified for each Class of Shares in Appendix 1 to this Prospectus;

Investment Management Agreement

agreement for the outsourcing of the management of investment funds pursuant to which the Investment Manager is appointed as investment manager of the SICAV;

Investment Manager Kennox Asset Management Limited and any other investment manager or investment managers appointed by the SICAV with the prior approval of the CSSF and subject to amendment of this Prospectus];

KIID key investor information document issued for each available Class, as appropriate, as may be amended from time to time;

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Launch Date The date indicated for each Class of Shares in Appendix 1 to this Prospectus or, if no subscription applications are received on that date, the first subsequent date on which a subscription application is received;

Management Company RBS (Luxembourg) S.A.;

Management Company Fee the annual fee payable by the SICAV to the Management Company, as specified in this Prospectus;

Master Fund S&W Kennox Strategic Value Fund qualifying as master UCITS as defined in the UCI Law

Member State a member state of the EU;

Minimum Additional Subscription the minimum additional investment for each Class of Shares

Minimum Holding the minimum holding for each Class of Shares

Minimum Redemption the minimum redemption for each Class of Shares

Minimum Subscription the minimum investment for each Class of Shares

Money Market Instruments instruments normally dealt in on the money market, which are liquid and have a value which can be accurately determined at any time;

Net Asset Value (NAV) the net asset value of a Class calculated as described in the “Determination of Net Asset Value” section of this Prospectus;

Net Asset Value per Share (NAV per Share)

the net asset value of a Share in any Class issued, calculated as described in the “Determination of Net Asset Value” section of this Prospectus;

OECD Organization for Economic Cooperation and Development;

OTC over-the-counter;

Other Regulated Market a market which is regulated, and is recognized, and open to the public, namely a market: (i) that meets the following cumulative criteria - liquidity, multilateral order matching (general matching of bid and ask prices in order to establish a single price), transparency (the circulation of complete information in order to give clients the possibility of tracking trades, thereby ensuring that their orders are executed on current conditions); (ii) on which the securities are dealt in at a certain fixed frequency; (iii) which is recognized by a State, or by a public authority which has been delegated by that state, or by another entity, and which is recognized by that State or by that public authority such as a professional association; and (iv) on which the securities dealt are accessible to the public;

Other State any State of Europe which is not a Member State, any State of America, Africa, Asia, Australia and Oceania;

Prospectus this document, any Appendix designed to be read and construed together with and to form part of this document, and the SICAV’s

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most recent annual report and accounts (if issued) or, if more recent, its interim report and accounts;

RCS Registre de Commerce et des Sociétés de Luxembourg, the Luxembourg Trade and Companies’ Register;

Recognised Market any recognised exchange or market listed or referred to in Appendix 1 hereto in accordance with the requirements of the CSSF which does not issue a list of approved markets;

Redemption Fee the fee which may be paid in relation to the redemption of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1;

Redemption Price the price per Share at which Shares are redeemed;

Reference Currency The reference currency of the SICAV;

Regulated Market a regulated market within the meaning of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments;

Share or Shares a share or shares of whatsoever Class in the share capital of the SICAV entitling the holders to participate in the profits and losses of the SICAV;

Shareholder a person registered in the share register of members of the SICAV as a holder of Shares;

SICAV Kennox Strategic Value Fund Feeder (Luxembourg);

Subscription Fee the fee which may be paid in relation to the subscription of Shares of a Class; in case such fee is to be paid, the identity of the beneficiary thereof and the (maximum) amount of such fee shall be disclosed in Appendix 1;

Subscription Price the price per Share at which Shares are subscribed;

Transferable Securities - shares and other securities equivalent to shares; - bonds and other debt instruments; and - any other negotiable securities which carry the right to

acquire any such Transferable Securities by subscription, or exchange with the exclusion of techniques and instruments;

UCI an undertaking for collective investment as defined under

Luxembourg law;

UCITS an undertaking for collective investment in transferable securities within the meaning of Article 1 (2) of the UCITS Directive;

UCITS Directive Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to UCITS, as amended;

US or United States the United States of America, its territories and possessions including the States and the District of Columbia;

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USD United States dollars;

US Person any citizen or resident of the US, any corporation, partnership or other entity created or organised in or under the laws of the US, any estate or trust the income of which is subject to US federal income tax regardless of its source and regardless of whether such income is effectively connected with a US trade or business or any other person falling within the definition of the term US Person under Regulation S promulgated under the US Securities Act of 1933 or as the Directors may otherwise from time to time determine;

Valuation Day In respect to a Dealing Day, the Business Day as of which the Central Administration determines the applicable NAV per Share of a Class, as specified in this Prospectus.

Valuation Point In respect to a Valuation Day, the time as of which the applicable

Net Asset Value per Share is determined as specified in this Prospectus.

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THE SICAV

THE SICAV

The SICAV was incorporated for an unlimited period on 7 May 2014 under the name of KENNOX

STRATEGIC VALUE FUND FEEDER (LUXEMBOURG).

The Articles will be published in the Mémorial C on 30 May 2014. The SICAV is registered with the

Luxembourg Trade and Companies Register under number B 187127.

The SICAV has appointed RBS (Luxembourg) S.A. as its management company, within the meaning of

Part I of the UCI Law. Further details on the Management Company are provided below under the

“Management Company” section.

At all times the SICAV’s capital will be equal to the Net Asset Value of the SICAV and will not fall below

the minimum capital required by Luxembourg law.

The Reference Currency of the SICAV is EUR. The Base Currency of each Class is as specified in

Appendix 1 to this Prospectus.

The minimum share capital of the SICAV shall be EUR1,250,000.- (one million two hundred and fifty thousand Euro) to be achieved within 6 (six) months following approval of the SICAV by the CSSF. If the share capital of the SICAV falls below the minimum share capital required, the SICAV will be liquidated pursuant to the 2010 Law and as provided for in the “Liquidation” section below. The initial issued share capital of the SICAV is thirty one thousand Euros (EUR 31,000.-). The SICAV is a Feeder Fund of the Master Fund, as further described under “Investment Objectives and Policies” below. VOTING RIGHTS

Each whole Share of each Class confers the right to one vote at the general meetings. In relation to a resolution which in the opinion of the Directors gives or may give rise to a conflict of interest between the Shareholders of any Class, such resolution shall be deemed to have been duly passed only if, in lieu of being passed through a single meeting of the Shareholders of such Class, such resolution shall have been passed at a separate meeting of the Shareholders of each such Classes. All votes shall be cast by a pool of Shareholders present in person or by proxy at the relevant Shareholder meeting in accordance with applicable law.

VARIATION OF SHAREHOLDERS RIGHTS

The rights attaching to any Class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with Shares already in issue, unless otherwise expressly provided by the terms of issue of those Shares. The provisions of the Articles relating to general meetings shall apply to every such separate general meeting.

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INVESTMENT OBJECTIVES AND POLICIES

The Board of Directors shall have power to determine the corporate and investment objective and policy

of the SICAV, and the course of conduct of the management and business affairs of the SICAV. The SICAV is a Feeder Fund of the Master Fund. In compliance with the relevant provisions of the UCI Law, the SICAV will at all times invest at least 85% of its assets in shares of the Master Fund. The SICAV may hold up to 15% of its assets in ancillary liquid assets, including cash, cash equivalents and short term bank deposits in accordance with the provisions of Article 41 (2) of the UCI Law.

Notwithstanding the above, the SICAV will in practice invest substantially all of its assets into the Master

Fund and will therefore hold virtually no or a very low percentage of its assets in ancillary liquid assets.

The investment objective of the SICAV is to achieve long term growth in value.

The SICAV intends to realise its investment objective by investing substantially all of its assets into the

“Income Shares” of the “A Share Class” of the Master Fund, as these terms are defined in the prospectus

of the Master Fund, i.e. income distributing shares of a class primarily aimed at institutional investors.

The Master Fund will invest in equities on a global basis. The investment objective and policy of the

Master Fund, its organization and risk profile are summarized in the “Master Fund” section below.

If and to the extent that voting rights attached to shares of the Master Fund will be exercised on behalf

of the SICAV, a summary description of the strategies followed in the exercise of such rights, as well as

the actions taken on the basis of those strategies, will be made available to investors upon their specific

request addressed to the SICAV.

It is intended that the performance of the various Classes of Shares offered by the SICAV will be similar

to that of the corresponding classes of shares of the Master Fund, as described below. However, the

performance of both funds will not be equal due, in particular, to costs and expenses incurred by the

SICAV and the Reference Currency of the SICAV differing from that of the Master Fund.

Investors should note that investment in the SICAV is not suitable for UCITS since the SICAV invests at least 85% of its assets in the Master Fund.

The remaining assets of the SICAV will consist in ancillary liquid assets, as described above, as may

be required from time to time for dealing liquidity purposes and payment of costs and expenses of the

SICAV. The SICAV intends to minimize the level of ancillary liquid assets held for these purposes. The

SICAV will not invest in financial derivative instruments.

Generally, the profile of the typical investor for whom the SICAV has been designed is an investor

wishing to invest in stocks, shares and related financial instruments for the long term (at least 5 years)

and who is prepared to accept fluctuations in the value of their investment and the risks associated with

investing in the Master Fund through the SICAV, as described in the “Risk Factors” section of this

Prospectus and in the prospectus of the Master Fund. The typical investor for each Class of Shares is

specified in Appendix 1 to this Prospectus. The investment into the Master Fund has no specific Luxembourg tax impact on the SICAV.

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THE MASTER FUND

General The Master Fund is an investment company with variable capital, incorporated in England and Wales, whose effective date of authorisation was 29 May 2008. Its registration number is IC000644. The Head Office of the Master Fund is at 25 Moorgate, London EC2R 6AY. The Master Fund has been authorised by the FCA as a “master UCITS” in the meaning of the relevant provisions of the UCITS Directive. As a consequence, the Master Fund must, at all times, (i) have at least one feeder UCITS among its shareholders, (ii) not itself become a feeder UCITS, and (iii) not hold shares or units of a feeder UCITS. The management company of the Master Fund (the “Master Management Company”) is Smith & Williamson Fund Administration Limited, a private company limited by shares incorporated in England and Wales under the Companies Act 1985 incorporated on 30 July 1985 (Registered Company No 1934644). The registered Office and Head Office of the Master Management Company is 25 Moorgate London EC2R 6AY. The Master Management Company is responsible for managing and administering the Company’s affairs in compliance with the FCA Regulations. Investment objective and policy of the master fund The objective of the Master Fund is to focus on long-term capital preservation and appreciation by providing investors with a concentrated portfolio of international equities, bonds and/or cash. The Master Fund will focus on a small number of diverse, good-value opportunities which have identifiable business franchises but are experiencing temporarily depressed earnings. The Master Fund can achieve the double benefit of growing earnings and rising expectations in the market. Adhering to this method of “strategic value investing”, the Master Fund aims to maximise long-term risk-adjusted returns. The Master Fund may also invest in other transferable securities, collective investment schemes warrants, money market instruments, deposits and other permitted investments, as further described in the Master Fund’s prospectus. In accordance with the investment objectives and policies of the Master Fund and subject to applicable restrictions, the Management Company is authorised to borrow on behalf of the SICAV within the limits as set out under Article 50 of the UCI Law. The specific investment restrictions are as follows:

a) the Master Fund will not invest more than 10% of its net assets in units of other UCITS or other collective investment schemes; and

b) the Master Fund does not intend to have an interest in immovable or tangible movable property. The Master Management Company’s risk management process as applicable to the Master Fund reflects the investment objectives and policy of the Master Fund. Upon request, Shareholders can receive further information from the Master Management Company in relation to the Master Fund’s risk management including the quantitative limits applied, the methods used in relation to those quantitative limits and any recent development of the risk and yields of the main categories of investment in the Master Fund. Interaction between the master fund and the SICAV Dealing Days for Shares of the SICAV will correspond to dealing days for shares of the Master Fund. Similarly, the respective dealing Cut-Off Times for the SICAV and the Master Fund are set so that valid subscription or redemption orders for Shares of the SICAV placed before the Cut-Off Time of the SICAV can then be reflected in the SICAV’s investment into the Master Fund. Accordingly, valuation points for

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the SICAV and the Master Fund are also coordinated, as the SICAV’s investment into the Master Fund will be valued at the net asset value per share as of the relevant Valuation Day as published by the Master Fund. A number of documents and agreements are in place to the effect of coordinating interactions between the SICAV and the Master Fund, in accordance with the relevant provisions of the UCITS Directive.

a) The Master Fund and the Feeder Fund have entered into an agreement pursuant to which the Master Fund will provide the Feeder Fund with all documents and information necessary for the latter to meet the requirements laid down in the 2010 Law. The Master Fund and Feeder Fund have further agreed on appropriate measures to coordinate the timing of their net asset value determination and publication in order to avoid market timing in their shares and preventing arbitrage opportunities. Further, appropriate measures to mitigate conflicts of interest that may arise between the Feeder Fund and the Master Fund, the basis of investment and divestment by the Feeder Fund, standard dealing arrangements, events affecting dealing arrangements and standard arrangements for the audit report have been agreed on.

b) The Depositary and the depositary of the Master Fund have entered into an agreement in order to share information regarding the Master Fund. This agreement describes, especially, the documents and categories of information to be routinely shared between both depositaries or available upon request, the manner and timing of transmission, the coordination of involvement of each depositary in operational matters in view of their duties under their respective national law, the coordination of accounting year-end procedures, reportable breaches committed by the Master Fund, the procedure for ad hoc requests for assistance, and particular contingent events reportable on ad hoc basis.

c) The Independent Auditor and the auditors of the Master Fund have entered into an agreement in order to share information regarding the Master Fund. This agreement describes, especially, the documents and categories of information to be routinely shared between auditors or available upon request, the manner and timing of transmission of information, the coordination of involvement of each auditor in accounting year-end procedures of the SICAV and the Master Fund, reportable irregularities identified in the Master Fund and standard arrangements for ad hoc requests for assistance.

Investors may obtain free of charge from the Investment Manager a hard copy of the following documents:

The agreement entered into between the Master Fund and the Feeder Fund mentioned above;

The latest annual and semi-annual reports and accounts of the Master. Aggregate charges The SICAV is investing in Income Shares of the A Share Class of the Master Fund. At the level of the Master Fund, the fees, charges and expenses associated with such investment are (i) annual investment management charge paid to the Investment Manager at an annual rate of 0.80 %, and (ii) other expenses of the Master Fund, as described in its prospectus. Details on the actual charges and expenses incurred at the level of the Master Fund, including the ongoing charge figures (OCF) for each share class of the Master Fund, are available on the website of the Investment Manager at www.kennox.eu. At the level of the SICAV, the Investment Management Fee payable by the SICAV for the different Classes offered, as specified in Appendix 1 to this Prospectus, is set at such rates that, for any given Class, the aggregate amount of the Investment Management Fee for that Class and the annual investment management charge payable at the level of the Master Fund for the A Share Class (in which the SICAV invests) corresponds to the annual investment management charge that would have been payable by an investor investing directly in the relevant class of shares of the Master Fund, as follows:

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Share classes available in the Feeder Fund

Investing into the following share class of the Master Fund

Annual management charge payable to the Investment Manager at the level of the Master Fund

Annual management charge payable to the Investment Manager at the level of the Feeder Fund

Aggregate annual management charge payable to the Investment Manager

A Class Share EUR A Share Class 0.80% 0.0% 0.80%

A Class Share USD A Share Class 0.80% 0.0% 0.80%

A Class Share GBP A Share Class 0.80% 0.0% 0.80%

Institutional Class Share EUR

A Share Class 0.80% 0.2% 1.00%

Please refer to the “Fees and Expenses” section below for further information on fees and expenses payable by the SICAV. The KIID(s) issued for the Classes of Shares also contain additional information on ongoing charges incurred by the SICAV (aggregated with the charges incurred at the level of the Master Fund). The Master Fund may be appropriate for retail and institutional investors, who seek capital appreciation over the long term. An investment in the Master is not a deposit in a bank or other insured depositary institutions. Investment may not be appropriate for all investors. The Master is not intended to be a complete investment program and investors should consider their long-term investment goals and financial needs when making an investment decision about the Master. An investment in the Master is intended to be a long term investment. The Master should not be used as trading vehicle.

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MANAGEMENT AND ADMINISTRATION

THE DIRECTORS

The Directors are ultimately responsible for managing the business affairs of the SICAV. The Directors have designated the Management Company to act as designed management company of the SICAV. The Management Company has delegated (i) the investment management of the SICAV, including the disposal of the assets of the SICAV, the marketing and distribution of Shares to the Investment Manager and (ii) the administrative function to the Central Administration. The Directors have entrusted the Depositary with the safe-keeping of the SICAV’s assets. The Directors are listed below with their principal occupations. None of the Directors has entered into an employment or service contract with the SICAV nor is any such contract proposed. Consequently, the Directors are all non-executive Directors. The SICAV has granted indemnities to the Directors in respect of any loss or damages which they may suffer save where this results from the Directors’ negligence, default, breach of duty or breach of trust in relation to the SICAV. The Articles do not stipulate a retirement age for Directors and do not provide for retirement of Directors by rotation. The address of the Directors is the registered office of the SICAV. Mr. Peter Boyle: Peter is Managing Director of Kennox Asset Management and is responsible for Kennox client relationships, business development and operations and sits on the Kennox Investment Committee. He has over 20 years’ global equity capital markets experience as an investment banker and lawyer. He was a partner in two start-up emerging market investment banks and was Head of Equity Capital Markets at Banco Santander in London. Ms. Alice Paterson: Alice is operations manager at Kennox Asset Management and is responsible for the smooth running of the Master Fund, with oversight of all operational aspects of the Master Fund including trade settlement and performance reporting. She has over 5 years’ experience as a business consultant and project manager for stock exchanges and top tier investment banks. Mr. William Jones: William Jones is the founder and senior partner of Management Plus Group (“MPL”). MPL was founded in February 2006 and provides directorship, management company and consulting services from offices in Luxembourg, the Cayman Islands and Singapore. Mr. Jones has 21 years’ experience in the hedge fund industry and has held senior positions within Commodities Corporation, Goldman Sachs Asset Management International and Bank of Bermuda/ HSBC. Mr. Jones received an MBA and a JD from Columbia University in 1988 and graduated from Princeton University in 1984. He completed the first INSEAD International Directors Program (“IIDP”) in 2011 and is currently the President of the IIDP alumni group. Mr. Jones has been certified by IIDP and ILA (Institut Luxembourgeois des Administrateurs). He is Deputy Chairman of the Fund Governance Association in London and Co-Vice Chairman of the International School of Luxembourg and sits on two hedge fund committees of ALFI (Association of the Luxembourg Fund Industry) and co-heads an alternative investment corporate governance committee of ILA. He is a frequent speaker in alternative investment industry conferences and contributes articles on corporate governance to various industry publications. The SICAV shall pay to Mr. William Jones out of the assets of the SICAV an annual fee which will be published in the corresponding annual/semi-annual report. Mr. Boyle and Ms Paterson shall not receive a fee for acting as Director. THE MANAGEMENT COMPANY The SICAV has appointed RBS (Luxembourg) S.A. to serve as its designated management company within the meaning of the 2010 Law. The Management Company is responsible, subject to the overall supervision of the Directors, for the provision of investment management services, administrative

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services and marketing services to the SICAV.

The Management Company is a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg on 10 November 2004, authorised and regulated by the CSSF as a Chapter 15 management company under the 2010 Law and registered with the Luxembourg register of trade and companies under B.104.196. Its subscribed share capital amounts to ten thousand million euros (€10.000.000 ) as at 1st January 2014 and is fully paid-up.

The Management Company is managed by its board of directors, composed as follows: Mr. Kevin Brown

(chairman); Mr. Michel Vareika; Mr. Andy Wright; Ms. Lorna Cassidy; Mr. Henry Kelly; Mr. Jonathan

Carey; Mr. Revel Wood. The conducting officers are Mr. Slim Hamrouni, Mr. Ross Thomson, Mr. Antonino Borgesano, Mr. Pall Eyjolfsson and Mr. Revel Wood.

In addition to the SICAV, the Management Company also acts as management company for other funds.

The list of funds managed by the Management Company is set out in the Management Company’s

annual reports and may be obtained upon request from the Management Company.

Within the frame of its administrative services to the SICAV and subject to the delegation of services to

the Central Administration below, the Management Company is the administrator and registrar and

transfer agent, of the SICAV with responsibility for performing the day to day administration of the

SICAV, including the calculation of the Net Asset Value and the Net Asset Value per Share. As such, it

will also process all subscriptions, redemptions and transfers of Shares and will register these

transactions in the share register of the SICAV. The Management Company will also implement and

apply measures to prevent money laundering and terrorism financing (e.g. know-your-customer due

diligence). The Fund Management Company Agreement between the SICAV and the Management Company shall continue in force until terminated by either party upon giving not less than 90 (ninety) days’ prior written notice to the other party. The Fund Management Company Agreement may also be terminated by either party immediately by notice in writing to the other party if (i) such other party breaches its obligations under the Fund Management Company Agreement; (ii) a receiver or other official named by a competent court is appointed over the other party or any assets of the other party; (iii) the other party becomes insolvent or unable to pay its debts as they fall due, has received notice of any proceeding or proposed proceedings for winding-up; (iv) the other party has gone or shall go into liquidation (except for the purposes of voluntary liquidation upon terms previously approved in writing by the other party); (v) if so required by applicable laws, any competent regulatory authority or the best interests of the shareholders of the SICAV, as further described in the relevant agreement. The Management Company shall not be liable to the SICAV or otherwise for any error of judgement or for any loss suffered by the SICAV or any of its shareholders in connection with its duties except as mentioned in the Fund Management Company Agreement. The Management Company shall further not be liable for any loss or damage suffered by the SICAV arising out of any investment decision or any act or omission, whether arising out of the act or omission made or committed in good faith by the Management Company, the service provider to whom it has delegated its duties, including any appointed Investment Manager, on its behalf or any third party or the employees of any of the same provided the investment loss did not arise as the result of a breach in the investment policies of the SICAV as stated in this Prospectus, as further described in the Fund Management Company Agreement.

THE INVESTMENT MANAGER

The Management Company has appointed Kennox Asset Management Limited as the investment manager for all the SICAV, with responsibility for all of the investment decisions relating to its investments.

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The address of the Investment Manager is 28 Drumsheugh Gardens, Edinburgh, EH3 7RN, UK. The Investment Manager was founded in 2007, and has been managing collective assets since 2007. Total assets under management by the Investment Manager as of 31 December 2013 were of £240,393,014.88. The Investment Management Agreement entered into for outsourcing of the management of the SICAV as of 13 May 2014 between the Management Company and the Investment Manager in the presence of the SICAV provides that the Investment Manager shall not be liable to the Management Company for any loss suffered by the Management Company in connection with the performance or non-performance of the Investment Manager's duties hereunder or otherwise in connection with the subject matter of the Investment Management Agreement or any matter or thing done or omitted to be done by the Investment Manager in pursuance thereof other than by reason of any loss resulting directly to the Management Company and/or the SICAV from the fraud, gross negligence or willful default in the performance or non-performance by the Investment Manager, its officers, employees and agents of its/their obligations or duties under the Investment Management Agreement.

Under the Investment Management Agreement, the Investment Manager shall not be liable for any default of any counterparty, bank, broker, depositary, sub-depositary or other entity which holds money, investments or other documents of title on behalf of the Management Company or with whom or through transactions on behalf of the Management Company are conducted unless such default occurs directly as a result of the Investment Manager's fraud, gross negligence or wilful default.

Under the Investment Management Agreement, the Investment Manager is entitled to delegate or sub-contract the investment management of the SICAV with the prior written approval of (i) the CSSF, (ii) the SICAV and (iii) the Management Company which shall also extend specifically to the modalities of the sub-delegation as defined in a separate sub-delegation agreement and provided further that the Investment Manager shall not be affected by the fact that it has delegated its functions and duties to third parties. The Investment Management Agreement shall continue in force for an indefinite period of time and may be terminated by (i) any party at any time upon providing 90 (ninety) days’ written notice to the other parties.

The Investment Management Agreement may also be immediately terminated for cause by either party if:

a) a party breaches its obligations under the Investment Management Agreement and such a breach – insofar as it can be remedied or reversed – is not cured within 30 (thirty) calendar days following receipt of written notice hereof from the respective other party;

b) a party has become the subject of insolvency proceedings opened against it, or said party has applied for insolvency or composition proceedings, or if the opening of insolvency proceedings is refused due to lack of assets sufficient to cover the costs of such proceedings;

c) a party has gone or shall go into liquidation;

d) a party ceased to be authorised under applicable law/under the relevant agreement;

e) upon termination of the Fund Management Company Agreement entered into between the SICAV and the Management Company, as may be amended from time to time.

THE DISTRIBUTOR

The Investment Manager will also act as Distributor of the SICAV’s Shares pursuant to a distribution agreement.

The Distributor will at all times comply with any obligations imposed by any applicable laws, rules and regulations and any applicable laws and regulations.

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THE CENTRAL ADMINISTRATION

The Management Company has appointed The Bank of New York Mellon (Luxembourg) S.A., as central administration registrar and transfer agent, paying agent and domiciliary agent of the SICAV pursuant to the Administration Agreement entered into for an unlimited period of time from the date of its signature, dated as of 19 May 2014. The Central Administration will act as central administration agent, registrar and transfer agent, paying agent and domiciliary agent for the SICAV and in such capacity will carry out all relevant duties related thereto for the SICAV, including the calculation of the Net Asset Value of the shares and the provision of accounting services to the SICAV.

The Central Administration, as registrar and transfer agent for the SICAV, will carry out the checks in relation to anti money laundering and financing of terrorism and may request information necessary to establish the identity of a potential investor and the origin of subscription proceeds. Failure to provide documentation may result in a delay or rejection by the SICAV of any subscription or exchange or delay in pay-out of redemption of Shares by such investor.

In the event of delay or failure by the applicant to produce any information required for verification purposes, the SICAV may refuse to accept the application and subscription monies relating thereto or may refuse to settle the redemption request until proper information has been provided.

The Bank of New York Mellon (Luxembourg) S.A. is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg on December 15, 1998 and presently exists for an unlimited period of time. Its registered office is located at 2-4 rue Eugene Ruppert, Vertigo Building - Polaris, L-2453 Luxembourg, Grand Duchy of Luxembourg. Its share capital amounts to € 74,831,462.59. THE DEPOSITARY

The Depositary of the SICAV is The Bank of New York Mellon (Luxembourg) S.A.. Its main activity is to act as depositary of the SICAV. As such the Depositary will further, in accordance with Luxembourg laws and more particularly, the 2010 Law, among other things:

− ensure that the sale, issue, conversion, redemption and cancellation of Shares effected on behalf of the SICAV or by the SICAV are carried out in accordance with the 2010 Law and the Articles;

− ensure that in transactions involving the assets of the SICAV, the consideration is remitted to it within the usual time limits;

− ensure that the income of the SICAV is applied in accordance with its Articles. The Depositary may entrust all or part of the assets of the SICAV, in particular securities traded outside Luxembourg or listed on a stock exchange which is not a Luxembourg stock exchange, or admitted to a clearing system, to such clearing system or to such correspondent banks as may be determined by the Depositary from time to time. To the extent required by the 2010 Law, the Depositary's liability shall not be affected by the fact that it has entrusted all or part of the assets in its safekeeping to a third party.

The Depositary has been appointed as Depositary under the Depositary Agreement dated as of 13 May 2014. The Depositary Agreement between the SICAV and the Depositary contains provisions governing the responsibilities of the Depositary, of which the primary responsibility is the safekeeping of the cash and assets of the SICAV. The Depositary is liable to the SICAV for any loss suffered by the SICAV and the Shareholders, its officers, employees, agents, representatives as a result of its unjustifiable failure to perform its obligations or its improper performance of them, and/or negligence, wilful misconduct of fraud. The Depositary shall be entitled to be indemnified by the SICAV from any losses suffered in acting as Depositary other than losses, costs, damages and expenses (including reasonable properly incurred

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legal fees) and liabilities for any claims, demands or actions arising as a result of its unjustifiable failure to perform its obligations or its improper performance of them, breach of the Depositary Agreement (to the extent such breach of the Depositary Agreement has not been contributed to by the actions or inactions of the SICAV, its directors, officers, servants, affiliates or agent(s), negligence, wilful misconduct or fraud). Under the terms of the Depositary Agreement, the Depositary may appoint delegates in relation to the SICAV’s assets but the liability of the Depositary will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safe-keeping, as further described in such agreement. However, the SICAV and the Depositary acknowledge that the CSSF considers that in order to discharge its responsibility under the 2010 Law, the Depositary must exercise care and diligence in choosing and appointing such third party so as to ensure that the third party has and maintains the expertise, competence and standing appropriate to discharge the responsibilities concerned and must maintain an appropriate level of supervision over the third party and shall make appropriate inquiries from time to time to confirm that the obligations of the third party continue to be competently discharged. This does not purport to be a legal interpretation of the 2010 Law. The Depositary Agreement may be terminated by either party upon ninety (90) calendar days’ notice in writing to the other party and may be terminated immediately in certain circumstances including (i) the winding-up or the appointment of an administrator, examiner or receiver to the other party, (ii) if a party is no longer permitted to perform its obligations pursuant to applicable law, (iii) the commission of any material breach of the provisions of the Depositary Agreement by the other party which has not been remedied within thirty (30) calendar days after service of written notice requiring it to be remedied or if the continued performance of the Depositary Agreement shall for any reason cease to be lawful. The Depositary Agreement may not be terminated by the Depositary or the SICAV until such time as a successor depositary, whose appointment and replacement as such has been approved by the CSSF is appointed to the SICAV or the SICAV’s authorisation is revoked and the SICAV wound up.

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SUBSCRIPTIONS

General The Directors may issue Shares of any Class, and create new Classes, on such terms as they may from time to time determine in accordance with the requirements of the CSSF. Shares may be divided into different Classes to accommodate different subscription and redemption charges and/or dividend policies and/or base currencies and/or fee arrangements. Except where dealings in the relevant Shares have been temporarily suspended in the circumstances described in this Prospectus, Shareholders may subscribe for Shares as of any Dealing Day at the Net Asset Value per Share applicable to such Dealing Day, increased, as the case may be, by a Subscription Fee, in accordance with the subscription procedures herein. Applications to subscribe for Shares may be made either in a specific number of Shares or in Shares of a specific monetary amount. The Directors are authorised from time to time to resolve to close a Class of Shares to new subscriptions on such basis and on such terms as the Directors may in their absolute discretion determine. In addition, the Directors may decide to close the SICAV to subscriptions for such period of time as they consider to be in the best interests of the SICAV and its Shareholders if, as of any Valuation Day, the amount of the SICAV’s assets would prevent it to be managed in an efficient way and/or further inflows would be detrimental to the performance of the SICAV and the completion of its objective and/or would trigger tax implications that would be detrimental to the SICAV or the Master Fund Procedure Subscriptions on Launch date Applicants for Shares on the Launch Date should complete and sign an application form and send it to the Central Administration by mail (or, subject to the following, by facsimile) so as to be received by the Central Administration no later than the Cut-Off Time for the Dealing Day corresponding to the Launch Date. Payment must be made in the relevant Base Currency of the relevant Class and received by the Central Administration within 5 (five) Business Days after that Dealing Day. If the relevant application form and/or subscription monies is/are not received by these times, the application will be held over until the first Dealing Day after the Launch Date and Shares will then be issued at the relevant Subscription Price applicable to that Dealing Day. Subscriptions will be accepted upon: a) verification by the Central Administration that the relevant investor has received a KIID for the

relevant Class free of charge, as available from the registered office of the SICAV, the Central Administration or from the Investment Manager during normal business hours on any Business Day or on the web site of the Investment Manager at www.kennox.eu; and

b) upon receipt of proper KYC satisfying the requirements of the Luxembourg laws and regulations. Subsequent subscriptions Thereafter, applicants for Shares, and Shareholders wishing to apply for additional Shares, must send their completed and signed application form by mail (or, subject to the following, by facsimile) to the Central Administration. Applications accepted prior to the Cut-Off Time for a particular Dealing Day will be processed as of that Dealing Day at the relevant Subscription Price applicable to that Dealing Day. Payment in the Base Currency in respect of the subscription monies must be received by the Central Administration within 5 (five) Business Days after the relevant Dealing Day. Any applications received

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after the Cut-Off Time for a particular Dealing Day will be processed as of the following Dealing Day at the relevant Subscription Price applicable to that Dealing Day.

Dealing Days for each Class of Shares and the respective Cut-Off Times are specified in Appendix 1 to

this Prospectus. Initial applications may be made by facsimile subject to the prompt receipt by the Central Administration of the original signed application form and such other supporting documents (such as documentation in relation to money laundering prevention checks) as may be required. Thereafter, Shareholders wishing to apply for additional Shares may apply for Shares by facsimile and these applications may be processed without a requirement to submit original documentation. Amendments to a Shareholder’s registration details and payment instructions will only be effected on receipt of original documentation. The SICAV reserves the right to reject any application in whole or part at its absolute discretion, in which event the amount paid on application or the balance thereof (as the case may be) will be returned (without interest) as soon as practicable in the relevant currency at the risk and cost of the applicant Delivery into Clearstream Arrangements can be made for Shares to be held in accounts maintained with either Clearstream or Euroclear. Investors should note that Clearstream will accept deliveries of fractional Shares to two decimal places. Investors should further note that Euroclear shall only accept deliveries for whole numbers of Shares Subscription price The price at which Shares are issued at the Launch Date will be specified in the Appendix 1. Thereafter Shares will be issued at the Net Asset Value per Share as of the relevant Valuation Day applicable to a Dealing Day, increased, as the case may be, by a Subscription Fee. A Subscription Fee may be imposed on Share subscriptions in such amount as is specified in Appendix 1. Minimum Investment

The Minimum Holding, the Minimum Subscription and the Minimum Additional Subscription (if any) for each Class are set out in Appendix 1 to this Prospectus Subscriptions in kind At the request of/with the approval of the relevant investor, the SICAV may, at its discretion, accept to issue Shares in exchange for investments in which the SICAV may invest in accordance with the Luxembourg law and the particular investment objective and policies of the SICAV. Any costs incurred in connection with a contribution in kind of securities or other instruments shall be borne by the relevant investor.

Such contribution in kind will, if applicable, in accordance with Article 26-1 of the law of 10 August 1915 on commercial companies, as amended, be subject to a special report from the Auditor, established at the expense of the investor. Transaction charges will be chargeable to the investor in respect of such contribution in kind. Form of shares All Shares will be issued in registered form and Shareholders will not receive a share certificate unless they expressly requested that a certificate evidencing their Shares be issued to them. Written

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confirmation of ownership will be sent to Shareholders within 10 (ten) Business Days of the issue of the relevant Shares. This enables the SICAV to deal with redemption requests without undue delay. Fractional Shares of up to two decimal places will be issued in respect of any part of subscription monies insufficient to purchase whole Shares.

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REDEMPTIONS

General Except where dealings in the relevant Shares have been temporarily suspended in the circumstances described in this Prospectus, Shareholders may request the SICAV to redeem their Shares as of any Dealing Day at the Net Asset Value per Share applicable to such Dealing Day, decreased, as the case may be, by a Redemption Fee, in accordance with the redemption procedures herein. If a redemption order reduces a shareholding to below any Minimum Holding required in respect of a Class and specified in Appendix 1, such order may be treated as an order to redeem the entire shareholding. Procedure Redemption requests may be submitted to the Central Administration by facsimile, provided that the original subscription application form has been received and all the documentation required by the SICAV (including any documents in connection with anti-money laundering procedures) and the anti-money laundering procedures have been completed. Applications accepted prior to the Cut-Off Time for a particular Dealing Day will be processed on that Dealing day. Any redemption requests received after the Cut-Off Time for a Dealing Day will be processed as of the next Dealing Day at the relevant Redemption Price applicable to that Dealing Day. A redemption request, once given, is irrevocable save with the consent of the Directors (which may be withheld in their discretion). The Central Administration may request the Shareholder to provide additional information to substantiate any representation made by the investor in the redemption request form. The Central Administration may reject any redemption request form that has not been completed to the Central Administration’s satisfaction. Payments will only be made to the Shareholder of record. No third-party payments will be made by the Management Company. Investors may redeem either a specific number of Shares or Shares of a specific monetary amount as of any Dealing Day.

Any Shareholder redeeming Shares agrees to hold the SICAV and each agent of the SICAV harmless with respect to any loss suffered by the SICAV and/or any agent of the SICAV in connection with such redemption. All redeemed Shares may be cancelled. Minimum Holding The Minimum Redemption (if any) for each Class is set out in Appendix 1 to this Prospectus. A request for a partial redemption of Shares will be refused, or the holding redeemed in its entirety, if, as a result of such partial redemption, the Net Asset Value of the Shares retained by the Shareholder would be less than the Minimum Holding. Redemption price The Redemption Price per Share will be equal to the Net Asset Value per Share as of the relevant Valuation Day applicable to a given Dealing Day.

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A Redemption Fee may be imposed on Share redemptions in such amount as shall be specified in Appendix 1. Payment of the redemption price will be paid in the Base Currency. Redemption settlement Payment of redemption proceeds will be made as soon as practicable after the relevant Dealing Day and normally within 5 (five) Business Days of the relevant Dealing Day. Payment will be made in the Base Currency of the Shares being redeemed by direct transfer in accordance with instructions given by the redeeming Shareholder to the Administrator and at the Shareholder’s risk. Payments made on receipt of faxed instructions will only be processed where payment is made to the account of record as provided on either (a) the original, duly signed, initial application form, or (b) the original, duly signed bank mandate change request Deferred redemptions If in relation to any Dealing Day, redemption requests relate to more than ten per cent (10%) of Shares in issue in a given Class, the processing of all or part of such redemption requests may be deferred proportionally for such period as the Directors consider to be in the best interests of the Class in its absolute discretion. In relation to the next Dealing Day following such period, these redemption requests will be met on a pro rata basis in priority to later requests and in compliance with the principle of equal treatment of Shareholders. Redemption in kind Upon the Shareholder’s request/with the approval of the Shareholder, the SICAV may satisfy payments of the redemption price in kind by allocating to the Shareholder investments from the relevant SICAV in which case a valuation report of the Auditor may be required. Any costs incurred in connection with a redemption in kind shall be borne by the relevant Shareholder. Such redemption in kind will, if applicable, in accordance with Article 26-1 of the law of 10 August 1915 on commercial companies, as amended, be subject to a special report from the Auditor, established at the expense of the investor. Transaction charges will be chargeable to the investor in respect of such redemption in kind.

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MANDATORY REPURCHASE OF SHARES

Holders of Shares in the SICAV are required to notify the SICAV immediately if, at any time following their initial subscription for Shares in the SICAV, they become US Persons or the declaration made by or on their behalf is not or ceases to be valid. Shareholders are also required to notify the SICAV immediately in the event that they hold Shares for the account or benefit of US Persons or if they hold Shares in the SICAV in breach of any law or regulation or otherwise in circumstances having or which may have adverse regulatory, tax or fiscal consequences for the SICAV or its Shareholders. Where the Directors become aware that a Shareholder: (a) is a US Person or a Designated Person or is holding Shares for the account of a US Person; or (b) is holding Shares in breach of any law or regulation or otherwise in circumstances having or which may have adverse regulatory, tax or fiscal consequences for the SICAV or its Shareholders, the Directors may: (i) direct such Shareholder to dispose of the relevant Shares to a person who is qualified or entitled to own or hold such Shares within such time period as the Directors stipulate; or (ii) redeem the Shares at the Net Asset Value per Share as of the next Dealing Day after the date of notification to the Shareholder or following the end of the period specified for disposal pursuant to (i) above. Any person who becomes aware that he/she/it is holding Shares in contravention of any of the above provisions and who fails to transfer, or deliver for redemption, his/her/its Shares pursuant to the above provisions or who fails to make the appropriate notification to the SICAV is obliged to indemnify and hold harmless each of the Directors, the SICAV, the Management Company, the Central Administration, the Depositary, the Investment Manager and the Shareholders (each an “Indemnified Party”) from any claims, demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectly suffered or incurred by such Indemnified Party arising out of or in connection with the failure of such person to comply with his/her/its obligations pursuant to any of the above provisions.

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TRANSFER OF SHARES

A Shareholder may transfer Shares held by him/her/it in a Class to one, or more investors, provided that all Shares have been paid in full with cleared funds and each transferee meets the qualifications of an investor in the relevant Class. Transfers of Shares must be effected by transfer in writing in any usual or common form or in any other form approved by the Directors from time to time. Every form of transfer must state the full name and address of each of the transferor and the transferee and must be signed by or on behalf of the transferor. Transfers forms are available from and must be sent to the Central Administration. The Directors or the Central Administration may decline to register any transfer of Shares unless the transfer form is deposited at the registered office of the SICAV, or such other place as the Directors or the Central Administration may reasonably require, accompanied by such other evidence as the Directors or the Central Administration may require to show the right of the transferor to make the transfer and to determine the identity of the transferee. The transferor shall be deemed to remain the holder of the Shares until the name of the transferee is entered in the register of shareholders. A transfer of Shares will not be registered unless the transferee, if not an existing Shareholder, has completed an Application Form to the satisfaction of the Directors. Shares are freely transferable except that the Directors may decline to register a transfer of Shares:

(a) if the transfer is in breach of any applicable securities laws; (b) if in the opinion of the Directors the transfer would be unlawful or result or be likely to result in

any adverse regulatory, tax or fiscal consequences or material administrative disadvantage to the SICAV or the Shareholders;

(c) in the absence of satisfactory evidence of the transferee’s identity; or (d) where the SICAV is required to redeem appropriate or cancel such number of Shares as are

required to meet the appropriate tax of the Shareholder on such transfer. A proposed transferee may be required to provide such representations, warranties or documentation as the Directors may require in relation to the above matters. In the event that the SICAV does not receive a valid declaration in respect of the transferee, the SICAV will be required to deduct appropriate tax in respect of any payment to the transferee or any sale, transfer, cancellation, redemption, repurchase, or other payment in respect of the Shares as described in the “Luxembourg Taxation” section below. Any Shareholder transferring Shares, and each transferee, jointly and separately agree to hold the SICAV, and each of its agents harmless with respect to any loss suffered by the SICAV, and each of the SICAV’s agents in connection with a transfer.

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CONVERSION BETWEEN SHARES CLASSES

General Except where dealings in the relevant Shares have been temporarily suspended in the circumstances described in this Prospectus, Shareholders will be entitled as of any Dealing Day to convert any or all of their Shares of any Class (“Original Class”) into Shares of any other Class (“New Class”) in accordance with the conversion procedures herein. For these purposes, a conversion request will be treated as a redemption request in respect of the Original Class and as a subscription application in respect of Shares of the New Class. The Directors may at their absolute discretion reject any request for the conversion of Shares in whole or in part. Procedure Shareholders should send a completed exchange request in the form available from the Central Administration to be received by the Central Administration prior to the earlier of the Cut-Off Time for redemptions in the Original Class for a particular Dealing Day and the Cut-Off Time for subscriptions in the New Class. Any applications received after such time will be processed as of the next Dealing Day on the basis of the Net Asset Values determined as of the applicable Valuation Day. Shareholders must specify the relevant Class(es) as well as the number of Shares of the Original Class, or monetary amount they wish to convert and the newly selected Class(es) to which their Shares of the Original Class are to be converted. The value at which Shares of the Original Class shall be converted will be determined by reference to the respective Net Asset Value of the relevant Shares, calculated as of the applicable Valuation Day for the same Dealing Day, decreased, as the case may be, by a Conversion Fee. Any Shareholder requesting such conversion must comply with the subscription, and redemption procedures, as well as with all other requirements notably relating to investor qualifications, and applicable Minimum Holding requirements of that Class. If as a result of any request for conversion the number or the aggregate Net Asset Value of the Shares held by any Shareholder in any Class would fall below such Minimum Holding requirements, then the Directors may decide that this request may be refused or treated as a request for conversion for the full balance of such Shareholder's holding of Shares in such Class. A Conversion Fee may be payable on a conversion of Shares between Classes if such fee would be payable on a subscription for the New Class and/or a redemption of the Original Class. A converting Shareholder may realise a taxable gain, or loss in connection with the conversion under the laws of the country of the Shareholder's citizenship, residence or domicile. All terms and notices regarding the redemption of Shares shall equally apply to the conversion of Shares. Requests for conversion of Shares will be accepted upon verification that the relevant investor has received a KIID for the relevant Class free of charge, as available from the registered office of the SICAV, the Central Administration or from the Investment Manager during normal business hours on any Business Day or on the website of the Investment Manager at www.kennox.eu.

If Shares are converted for Shares of another Class having the same, or lower Subscription Fees, no additional Conversion Fee shall be levied. If Shares are converted for Shares of another Class having higher Subscription Fees, the conversion may be subject to a Conversion Fee to the benefit of an intermediary (including e.g. dealers, distributors etc.) as determined by the Directors equal to the difference in percentage of the Subscription Fees of the relevant Shares.

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If Shares are converted for Shares of another Class denominated in another currency, the currency rate at which Shares shall be converted will be determined as of the applicable Valuation Day for the relevant Dealing Day. The currency conversion costs will be borne the relevant Shareholder and such Shareholder will be deemed to accept the rate applied by the Central Administration. To exercise the right to exchange Shares, the Shareholders must deliver an exchange order in proper form indicating the number of Shares to be converted to the Central Administration. The number of Shares in the New Class will be calculated pursuant to the following formula:

A = [B x (C – D)] x E F Where: A = the number of Shares in the New Class to which the Shareholder shall become entitled; B = the number of Shares in the original Class which the Shareholder has requested to be converted; C = Net Asset Value per Shares of the original Class; D = calculated amount of conversion charge (if any) payable per Share; E = the relevant currency exchange rate applicable to the relevant Dealing Day as determined by the

Directors on the basis of current market rates, when the original Class and the New Class are not designated in the same currency and, in any other case;

F = Net Asset Value per Share of the New Class. After the conversion, the SICAV will inform the Shareholder as to the number of Shares obtained as a result of the conversion as well as the relevant price of the Shares.

Fractions of Shares to two decimal places may be issued by the SICAV on exchange where the value

of Shares exchanged from the Original Class is not sufficient to purchase an integral number of Shares

in the New Class and any balances representing entitlements of less than a fraction of a Share to two

decimal places will be retained by the SICAV in order to discharge administration costs.

Because excessive conversions can disrupt the management of the SICAV’s portfolio and increase transaction costs, the SICAV limits conversion activity per Shareholder to two substantive conversions/ redemptions (at least thirty days apart) from any Class during any twelve month period. In this context, “substantive” means either a monetary amount or a series of movements between Classes that the Directors determine, in their sole discretion, could have an adverse effect on the management of the SICAV’s portfolio. Investors should read Appendix 1 for the New Class before requesting a conversion of Shares. The Shares which have been converted into Shares of another Class may be cancelled.

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MARKET TIMING AND LATE TRADING

Investors should note that the SICAV may reject, or cancel any subscription orders, including conversions, for any reason and without supplying any reasons. For example, excessive trading of Shares in response to short-term fluctuations in the market, a trading technique sometimes referred to as “market timing”, has a disruptive effect on portfolio management and increases expenses. Accordingly, the SICAV may, in the sole discretion of the Directors, compulsorily redeem, or reject any subscription orders, including conversions, from any investor that the SICAV reasonably believes has engaged in market timing activity, or investors that in the Directors’ sole discretion, may be disruptive to the SICAV. For these purposes, the Directors may consider an investor's trading history in the SICAV, and accounts under common control or ownership. In addition to the fees listed herein, the SICAV may impose a fee of 2% of the Net Asset Value of the Shares subscribed, or converted, where the SICAV reasonably believes that an investor has engaged in market timing activity. The SICAV and the Directors will not be held liable for any loss resulting from rejected orders or mandatory redemption. Furthermore, the SICAV will ensure that the relevant cut-off time for requests for subscriptions, redemptions, or conversions are strictly complied with and will therefore take adequate measures to prevent practices known as “late trading”.

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ANTI-MONEY LAUNDERING

In an effort to deter money laundering, the SICAV, the Investment Manager, any distributor, the Central Administration and the Management Company must comply with all applicable laws and regulations regarding the prevention of money laundering. In particular, the Management Company, the Central Administration must comply with Luxembourg Law dated 12 November 2004, as amended, against money laundering and terrorist financing and related regulations. To that end the SICAV, the Investment Manager, any distributor, the Central Administration, and the Management Company may request information necessary to establish the identity of a potential investor and the origin of subscription proceeds. By way of example an individual may be required to produce a copy of a passport or national identification card which must display a photograph, signature and date of birth of the bearer and be duly certified by a notary public, together with evidence of his/her address such as a two original or certified utility bills or bank statements from a reputable financial institution. In the case of corporate applicants this may require production of a certified copy of the certificate of incorporation (and any change of name), memorandum and articles of association (or equivalent), and the names, occupations, dates of birth and residential and business addresses of all directors. Additional information may be required at the Central Administration's discretion to verify the source of the subscription monies. The Central Administration or the Management Company reserves the right to request such information as is necessary to verify the identity of a subscriber or the source of the subscription monies. In the event of delay or failure by the subscriber to produce any information required for verification purposes, the Central Administration or the Management Company may refuse to accept the application and subscription monies.

Failure to provide documentation may result in a delay, or rejection by the SICAV of any subscription, or exchange of Shares or a delay in the redemption payout of Shares to such investor. It is further acknowledged that the Central Administration, in the performance of their delegated duties, shall be held harmless by the applicant against any loss arising as a result of a failure to process the subscription if such information as has been requested by the Central Administration has not been provided by the subscriber.

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DETERMINATION OF NET ASSET VALUE

The Net Asset Value of each Class will be calculated by the Central Administration as of the applicable Valuation Day for a given Dealing Day in accordance with the Articles. The Net Asset Value of each Class will be expressed in the relevant Base Currency of the relevant Class. The Net Asset Value of each Class shall be determined as of the Valuation Day for a given Dealing Day by valuing the assets of the SICAV (including income accrued but not collected) and deducting the liabilities of the SICAV. The Net Asset Value attributable to a Class shall be determined as of the Valuation Day for a given Dealing Day by calculating that portion of the Net Asset Value of the SICAV attributable to the relevant Class as of such Valuation Day by reference to the number of Shares in issue in each Class as of the relevant Valuation Day subject to adjustment to take account of assets and/or liabilities attributable to the Class. The Net Asset Value per Share of a given Class shall be calculated as of the Valuation Day for a given Dealing Day by dividing the Net Asset Value of the SICAV attributable to a Class by the total number of Shares in issue or deemed to be in issue in that Class as of such relevant Valuation Day and rounding the resulting total to 2 (two) decimal places or such number of decimal places as the Directors may determine. In determining the value of the assets of the SICAV:

(a) Shares of the Master Fund shall be valued at net asset value per share as of the relevant Valuation Day as published by the Master Fund.

(b) Cash on hand or on deposit will be valued at its nominal / face value plus accrued interest,

where applicable, to the end of the relevant Valuation Day.

(c) The SICAV may adjust the value of any investment if having regard to its currency, marketability, applicable interest rates, anticipated rates of dividend, maturity, liquidity or any other relevant considerations they consider that such adjustment is required to reflect the fair value thereof.

(d) Where the value of any investment is not ascertainable as described in the Articles, the value

shall be the probable realisation value estimated by the SICAV with care and in good faith or by a competent person.

(e) If the Directors deem it necessary a specific investment may be valued under an alternative

method of valuation chosen by them. In calculating the Net Asset Value there shall be deducted from the assets of the SICAV:

(a) all borrowings, loans, bills and accounts payable and all accrued interest on loans or borrowings of the SICAV (including accrued fees for commitment for such loans or borrowings);

(b) all accrued or payable expenses, including, but not limited to, administrative expenses, the

remuneration of the Central Administration, the Depositary, the Management Company and any service providers of the SICAV, together with a sum equal to the value added tax chargeable thereon (if any);

(c) all known liabilities, present and future, including all matured contractual obligations for

payments of money or property, including the amount of any unpaid dividends declared by the SICAV;

(d) an appropriate provision for future taxes based on capital and income to the Valuation Day, as

determined from time to time by the SICAV, and other reserves, if any, authorised and approved

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by the SICAV, as well as such amount (if any) as the SICAV may consider to be an appropriate allowance in respect of any contingent liabilities of the SICAV;

(e) an amount as of the relevant Valuation Day representing the projected liability of the relevant

calls on Shares in respect of any warrants issued and/or options written by the SICAV; and

(f) an amount as of the relevant Valuation Day representing the projected liability of the SICAV in respect of costs and expenses to be incurred by the SICAV in the event of a subsequent liquidation;

(g) the formation expenses of the SICAV insofar as the same have not been written off; and

(h) all other liabilities of the SICAV of whatsoever kind and nature except liabilities represented by

shares of the SICAV. In calculating the Net Asset Value of each Class the following principles will apply:

(a) The Directors may at their discretion permit any other method of valuation to be used if they consider that such method of valuation better reflects the fair value of any asset and/or liability of the SICAV generally or in particular markets or market conditions and is in accordance with good practice.

(b) Shares of the SICAV to be redeemed by the SICAV with respect to a given Dealing Day shall

be treated as existing and taken into account until immediately after the time specified by the SICAV as of the Valuation Day on which such redemption is made and from such time and until paid by the SICAV the price therefore shall be deemed to be a liability of the SICAV;

(c) Shares to be issued by the SICAV with respect to a given Dealing Day shall be treated as being

in issue as from the time specified by the SICAV as of the Valuation Day on which such issue is made and from such time and until received by the SICAV. The price therefore shall be deemed to be a debt due to the SICAV;

(d) The value of all assets and liabilities not expressed in the Base Currency of a Class will be

converted into the Base Currency of such Class at the rate of exchange determined as of the relevant Valuation Day in good faith by or under procedures established by the SICAV.

(e) Where, as of any Valuation Day, the SICAV has contracted to:

- purchase any asset, the value of the consideration to be paid for such asset shall be shown as a liability of the SICAV and the value of the asset to be acquired shall be shown as an asset of the SICAV; or - sell any asset, the value of the consideration to be received for such asset shall be shown as an asset of the SICAV and the asset to be delivered shall not be included in the assets of the SICAV,

but provided, in each case, (i) that if the exact value or nature of such consideration or such asset is not known as of such Valuation Day, then its value shall be estimated by the SICAV, and (ii) unless the SICAV has reasons to believe such purchase or sale will not be completed.

(f) There shall be added to the assets of the SICAV a sum representing any interest, dividends or

other income accrued but not received and a sum representing unamortised expenses.

(g) There shall be added to the assets of the SICAV any actual or estimated amount of any taxation of a capital nature which may be recoverable by the SICAV and the total amount (whether actual or estimated by the Directors or the Central Administration) of any claims for repayment of any taxation levied on income or capital gains including claims in respect of double taxation relief.

In the absence of fraud, bad faith, gross negligence or manifest error, every decision taken by the SICAV or any duly authorised person on behalf of the SICAV in calculating the Net Asset Value of a Class or

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the Net Asset Value per Share shall be final and binding on the SICAV and on present, past or future Shareholders, subject to the Articles. SWING PRICING IN THE MASTER FUND The SICAV may suffer a reduction in value of its investment in the Master Fund as a result of the transaction costs incurred by the Master Fund in the purchase and sale of its underlying investments and the spread between the buying and selling prices of such investments caused by subscriptions, redemptions and/or conversions. In order to counter this and to protect shareholders’ interests, a “swing pricing” may be applied as part of the valuation policy. This method of valuation is intended to pass the estimated costs of underlying investment activity of the Master Fund to its shareholders. Details on the swing pricing mechanism applied at the level of the Master Fund are available in the Master prospectus. No swing pricing mechanism will be applied at the level of the SICAV. PUBLICATION OF NET ASSET VALUE PER SHARE The Net Asset Value per Share may be obtained free of charge from, and will be available at, the offices of the Central Administration during business hours in Luxembourg as well as on the website of the Investment Manager at www.kennox.eu. The Net Asset Value per Share applicable to any Valuation Day for a given Dealing Day will be calculated, available and published after the Cut-Off Time for that Dealing Day. Prospective investors should be aware that uncertainties as to the valuation of portfolio positions could have an adverse effect on the Net Asset Value, if the Central Administration's judgements regarding appropriate valuations should prove incorrect. In the absence of bad faith, or manifest error the Central Administration's valuation determinations are conclusive and binding on all Shareholders.

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SUSPENSION OF DETERMINATION OF NET ASSET VALUE

The Directors may, at any time, with prior notification to the Depositary, temporarily suspend the determination of the Net Asset Value per Share of any particular Class and the issue, valuation, sale, purchase, redemption or conversion of Shares, under the following circumstances:

(a) during any period when any Recognised Market on which a substantial portion of the investments of the SICAV are quoted, listed or dealt in is closed otherwise than for ordinary holidays, or during which dealings on any such Recognised Market are restricted or suspended;

(b) during any period when, as a result of political, military, economic or monetary events or other circumstances beyond the control, responsibility and power of the Directors, the disposal or valuation of investments of the SICAV cannot, in the opinion of the Directors, be effected or completed normally or without prejudicing the interests of Shareholders;

(c) in case of any breakdown in the means of communication normally employed in determining

the value of any investments of the SICAV or during any period when for any other reason the value of investments of the SICAV cannot, in the opinion of the Directors, be promptly or accurately ascertained;

(d) during any period when the SICAV is unable to repatriate funds for the purposes of making

redemption payments or during which the realisation of investments of the SICAV, or the transfer or payment of funds involved in connection therewith cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange;

(e) if exchange, or capital flow restrictions prevent the conduct of transactions on behalf of the

SICAV or, if the transactions of buying, or selling the assets of the SICAV cannot be completed at normal exchange rates;

(f) following a decision to merge, liquid, or dissolve the SICAV;

(g) in exceptional circumstances which might adversely affect the interests of the Shareholders, or

in the event of numerous applications to repurchase Shares, the Directors reserve the right to abstain from fixing the value of a share, until the transferable securities or other relevant assets in question have been sold as soon as possible on behalf of the SICAV;

(h) following the suspension of (i) the calculation of the net asset value per share/unit; (ii) the issue;

(iii) the redemption; and/or (iv) the conversion of the shares/units issued at the level of the Master Fund in which the SICAV invests in its quality as Feeder Fund within the meaning of the 2010 Law; and

(i) upon the order of the CSSF.

Notice of any such suspension shall be sent by the SICAV to the investors, or Shareholders affected, i.e. those who have made an application for subscription, redemption or conversion of Shares for which the calculation of the Net Asset Value has been suspended. If appropriate, the suspension of the calculation of the Net Asset Value shall be published by the SICAV. Any request for subscription, redemption or conversion shall be, in principle, irrevocable except in the event of a suspension of the calculation of the Net Asset Value per Share. Shareholders who have requested the issue, conversion or redemption of Shares of any Class will have their subscription, conversion or redemption request dealt with on the first Dealing Day after the suspension has been lifted unless such request has been withdrawn, by means of a written notice, prior to the lifting of the suspension. Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible.

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Under exceptional circumstances that may adversely affect the interests of Shareholders, or in instances of significant subscription, redemption, or conversion applications, the Directors reserve the right only to determine the share price after having executed, as soon as possible, the necessary sales of securities, or other assets. In this case, subscription, redemption, and conversion applications in process shall be dealt with on the basis of the Net Asset Value calculated after the sale of the securities or other assets.

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FEES AND EXPENSES

Formation costs The SICAV will bear the formation costs, including the cost of drafting, and printing the KIID, notary fees, fees for registration with administrative and stock exchange authorities. Formation costs will be amortized over a period of 5 years with effect from the Launch Date. The SICAV will bear all its operating expenses as detailed in this Prospectus and the Articles. Master/Feeder structures The SICAV is investing in Income Shares of the A Share Class of the Master Fund. The Master Fund may not charge subscription, redemption or conversion fees on account of the SICAV’s investment in the shares/units of the Master Fund. At the level of the Master Fund, the fees, charges and expenses associated with such investment are:

(i) an annual investment management charge paid to the Investment Manager at an annual rate of 0.80%, and

(ii) other expenses of the Master Fund, as described in its prospectus. Details on the actual charges and expenses incurred at the level of the Master Fund, including the OCF for each share class of the Master Fund, are available on the website of the Investment Manager at www.kennox.eu.

At the level of the SICAV, the Investment Management Fee payable by the SICAV for the different Classes offered, as specified in Appendix 1 to this Prospectus, is set at such rates that, for any given Class, the aggregate amount of the Investment Management Fee for that Class and the annual investment management charge payable at the level of the Master Fund for the A Share Class (in which the SICAV invests) corresponds to the annual investment management charge that would have been payable by an investor investing directly in the relevant class of shares of the Master Fund, as follows:

Share classes available in the Feeder Fund

Investing into the following share class of the Master Fund

Annual management charge payable to the Investment Manager at the level of the Master Fund

Annual management charge payable to the Investment Manager at the level of the Feeder Fund

Aggregate annual management charge payable to the Investment Manager

A Class Share EUR A Share Class 0.80% 0.0% 0.80%

A Class Share USD A Share Class 0.80% 0.0% 0.80%

A Class Share GBP A Share Class 0.80% 0.0% 0.80%

Institutional Class Share EUR

A Share Class 0.80% 0.2% 1.00%

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TAXATION

General

The sections below on Luxembourg taxation are brief summaries of the tax advice received by the Directors relating to current law and practice which may be subject to change and interpretation. The information given below does not constitute legal or tax advice and prospective investors should consult their own professional advisers on the possible tax consequences of buying, selling, exchanging, holding or redeeming Shares under the laws of the jurisdictions in which they may be subject to tax. Investors are also advised to inform themselves as to any exchange control regulations applicable in their country of residence. Generally the tax consequences of acquiring, holding, exchanging, redeeming or disposing of Shares in the SICAV will depend on the relevant laws of the jurisdiction to which the Shareholder is subject. Shareholders resident in or citizens of certain countries which have anti-offshore fund legislation may have a current liability to tax on the undistributed gains of the SICAV. These consequences will vary with the law and practice of the Shareholder’s country of residence, domicile or incorporation and with his personal circumstances. The Directors, the SICAV and each of the SICAV’s agents shall have no liability in respect of the individual tax affairs of Shareholders. Dividends, interest and capital gains (if any) which the SICAV receives with respect to investments may be subject to taxes, including withholding taxes, in the countries in which the issuers of investments are located. It is anticipated that the SICAV may not be able to benefit from reduced rates of withholding tax in double taxation agreements between Luxembourg and such countries. If this position changes in the future and the application of a lower rate results in a repayment to the SICAV, the Net Asset Value will not be re-stated and the benefit will be allocated to the existing Shareholders rateably at the time of the repayment.

EU savings directive

Under current Luxembourg tax law and subject to the considerations below, there is no withholding tax on any distribution, redemption or payment made by the SICAV to its Shareholders under the Shares. There is also no withholding tax on the distribution of liquidation proceeds to the Shareholders. Non-resident Shareholders should note however that under EU Savings Directive, interest payments made by the SICAV or its Luxembourg paying agent to individuals and residual entities may be subject to a withholding tax in Luxembourg unless the beneficiary opts for an exchange of information whereby the tax authorities of the state of residence are informed of the payment thereof. Taxation of the SICAV in Luxembourg

The following summary is based on the law and practice currently applicable in Luxembourg and is subject to changes therein. The SICAV is not liable to any Luxembourg tax on profits or income. The SICAV is, however, liable in Luxembourg to a subscription tax (taxe d’abonnement) of 0.05% per annum of its Net Asset Value, such tax being payable quarterly on the basis of the value of the aggregate Net Asset Value of the SICAV at the end of the relevant calendar quarter. No such tax is payable on the value of assets which consist of units or shares of other Luxembourg funds that have already been subject to such tax. No stamp duty or other tax is payable at a proportional rate in Luxembourg on the issue of Shares against cash except a fixed registration duty of EUR 75.00 if the Articles of the SICAV are amended. No Luxembourg tax is payable on the realized capital appreciation of the assets of the SICAV. A reduced subscription tax rate of 0.01% per annum or an exemption of the subscription tax may be applicable to certain Classes of Shares, notably those reserved to institutional investors pursuant to articles 174(2)(c) and 175 of the UCI Law. The effective rate of the subscription tax applicable to the various Classes of Shares is disclosed in Appendix 1 to this Prospectus. Dividends and interest received by the SICAV on its investments may be subject to non-recoverable withholding or other taxes in the countries of origin. In addition, the SICAV may be liable to certain taxes in countries where the SICAV carries out its investment activities. Those taxes are not recoverable by the SICAV in Luxembourg. No VAT liability arises in principle in Luxembourg in respect of any payments by the SICAV to its shareholders, to the extent such payments are linked to their subscription to the

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SICAV’s Shares and do therefore not constitute the consideration received for any taxable services supplied. FATCA FATCA generally imposes a reporting to the U.S. Internal Revenue Service of U.S. persons’ direct and indirect ownership of non-U.S. accounts and non-U.S. entities. Failure to provide the requested information will lead to a 30% withholding tax applying to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividendThe basic terms of FATCA currently appear to include the SICAV as a “Financial Institution”, such that in order to comply, the SICAV may require all shareholders to provide documentary evidence of their tax residence and all other information deemed necessary to comply with the above mentioned legislation. The ability to provide the requested information to the U.S. Internal Revenue Service will therefore depend on each shareholder providing the SICAV with the requested necessary information. A shareholder that fails to comply with such documentation requests may be charged with any taxes imposed on the SICAV attributable to such shareholder’s non-compliance under the FATCA provisions. While the SICAV will make all reasonable efforts to seek documentation from shareholders to comply with these rules and to allocate any taxes imposed or required to be deducted under these provisions to shareholders whose non-compliance caused the imposition or deduction of the tax, it is unclear at this time whether other complying shareholders may be affected by the presence of such non-complying shareholders.

Despite anything else herein contained and as far as permitted by Luxembourg law, the SICAV shall have the right to:

Withhold any taxes or similar charges that it is legally required to withhold, whether by law or otherwise, in respect of any shareholding in the SICAV;

Require any shareholder or beneficial owner of the shares to promptly furnish such personal data as may be required by the SICAV in its discretion in order to comply with any law and/or to promptly determine the amount of withholding to be retained;

Divulge any such personal information to any tax or regulatory authority, as may be required by law or such authority,

Withhold the payment of any dividend or redemption proceeds to a shareholder until the SICAV holds sufficient information to enable it to determine the correct amount to be withheld.

FATCA rules being particularly complex and as the rules governing their implementation for Luxembourg funds are still uncertain, the SICAV cannot at this time accurately assess the extent of the requirements that FATCA provisions will place upon it. Although the SICAV will attempt to satisfy any obligations imposed on it to avoid the imposition of the 30% withholding tax, no assurance can be given that the SICAV will be able to satisfy these obligations. If the SICAV becomes subject to a withholding tax as a result of FATCA, the value of shares held by all shareholders may be materially affected. The SICAV and/or its shareholders may also be indirectly affected by the fact that a non U.S. financial entity does not comply with FATCA regulations even if the SICAV satisfies with its own FATCA obligations. All prospective investors and shareholders should consult with their own tax advisors regarding the possible implications of FATCA on their investment in the SICAV. UK reporting fund status The Directors will take all steps that are practicable and consistent both with the laws and regulatory requirements of Luxembourg and the United Kingdom and with the investment objectives and policies of the SICAV, to ensure that reporting fund status is obtained and retained for all issued share classes in the SICAV in respect of each accounting period. It must be appreciated, however, that no assurance can be given as to whether such approval will, in practice, be granted in the first instance, and retained in respect of any particular accounting period, especially since the exact conditions that must be fulfilled for the share classes to obtain and retain that reporting fund status may be affected by changes in HMRC practice or by subsequent changes to the relevant provisions of UK tax legislation, or both.

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Investors who are interested in understanding more about the implications of the UK reporting fund status for their investment should take their own independent tax advice.

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RISK MANAGEMENT PROCESS

In accordance with applicable laws and regulations, the Management Company uses a risk management process which enables to monitor and measure at all times the risks associated with the SICAV’s investments and their contribution to the overall risk profile of the SICAV. The risk management policies mentioned in the regulatory circular must enable, among other things, the measurement of the market risk (including the overall risk), which could be significant for the SICAV in view of its investment objectives and strategies, the management style and methods used for the management of the SICAV and the valuation processes and which could therefore have a direct impact on the interests of the shareholders of the SICAV being managed. In accordance with applicable laws and regulations, the Management Company uses a risk management process for the SICAV which enables it to assess the exposure of the SICAV to market, liquidity and counterparty risks, and to all other risks, including operational risks which are material for the SICAV. The SICAV’s global exposure will at all times remain within the limits set forth by the UCI Law. As part of the risk management process, the Management Company uses the commitment approach to monitor and measure the global exposure of the SICAV. This approach measures the global exposure related to positions on financial derivative instruments and other efficient portfolio management techniques under consideration of netting and hedging effects which may not exceed the net value of the SICAV. The risk management process applied by the Management Company for the monitoring and measurement of the risks of the Master Fund is further described in the “Master Fund” section.

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INVESTMENT RISKS

Risk of investing in the SICAV Investment in the SICAV entails a degree of risk. While there are some risks that may be common investment in any investment fund, there may also be specific risk considerations which apply to the SICAV. It is important to keep in mind one of the main axioms of investing: the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in the SICAV, you should take into account your personal risk tolerance. There can be no assurance that the SICAV will achieve its investment objectives. The Net Asset Value per Share may go down as well as up and you may not get back the amount invested or any return on your investment. INVESTMENT MANAGER RISK

The SICAV is subject to the risk that the Investment Manager may do a poor job of selecting securities. MARKET RISK

The SICAV’s investments are subject to normal market fluctuations and the risks inherent in investment in international securities markets and there can be no assurances that appreciation will occur. Stock markets can be volatile and stock prices can change substantially. Debt securities are interest rate sensitive and may be subject to price volatility due to various factors including, but not limited to, changes in interest rates, market perception of the creditworthiness of the issuer and general market liquidity. The magnitude of these price fluctuations will be greater when the maturity of the outstanding securities is longer. The performance of the SICAV will therefore depend in part on the ability of the Investment Manager to anticipate and respond to such fluctuations in market interest rates and to utilise appropriate strategies to maximise returns, while attempting to reduce the associated risks to investment capital. POLITICAL AND/OR REGULATORY RISK

The value of the assets of the SICAV may be affected by uncertainties such as international political developments, changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in applicable laws and regulations. DEVELOPING MARKET RISK

There are certain risks involved in investing in securities of companies and governments of developing market countries which are in addition to the usual risks inherent in investment in securities of more developed countries. These risks include those resulting from fluctuations in currency exchange rates, revaluation of currencies, future adverse political and economic developments and the possible imposition of currency exchange blockages or other foreign governmental laws or restrictions, reduced availability of public information concerning issuers, the lack of uniform accounting, auditing and financial reporting standards and other regulatory practices and requirements that are often less rigorous than those applied in more developed countries. Securities of many companies of developing market countries may be less liquid and the prices more volatile than those securities of comparable companies in non-developing market countries. Certain developing market countries are known to experience long delays between the trade and settlement dates of securities purchased or sold. In addition, with respect to certain developing market countries, there is a possibility of expropriation, nationalisation, confiscatory taxation and limitations on the use or removal of funds or other assets of the SICAV, including the withholding of dividends. Moreover, individual economies of developing market countries may differ favourably or unfavourably from the economies of non-developing market countries in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. Investment in foreign securities may also result in higher operating

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expenses due to the cost of converting foreign currency into the Reference Currency, higher valuation and communications cost and the expense of maintaining securities with foreign depositaries. COUNTERPARTY RISK

The SICAV will have a credit risk on the parties with which it trades. The SICAV may have contractual remedies upon any default pursuant to the agreements related to particular transactions. Such remedies could be inadequate, however, to the extent that the collateral or other assets available are insufficient to satisfy the obligations of the counterparty to the SICAV. NO INVESTMENT GUARANTEE EQUIVALENT TO DEPOSIT PROTECTION

An investment in the SICAV is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which may be available to protect the holder of a bank deposit account. SUBSTANTIAL WITHDRAWALS Substantial withdrawals by Shareholders within a short period of time could require the Investment Manager to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the value of the assets of the SICAV. The resulting reduction in these assets could make it more difficult to generate a positive rate of return or recoup losses due to a reduced equity base. To reduce such risks, the SICAV may borrow capital to pay withdrawal proceeds in accordance with Article 50 of the 2010 Law. ANTI-MONEY LAUNDERING If the Directors, the Investment Manager, or any government agency believe(s) that the SICAV has accepted contributions, or is (are) otherwise holding assets of any person, or entity that is acting directly, or indirectly in violation of international, or other anti-money laundering laws, rules, regulations, treaties or other restrictions; or (ii) on behalf of any suspected terrorist, or terrorist organization; (iii) suspected drug trafficker; or (iv) senior foreign political figure(s) suspected in engaging in foreign corruption, the Directors, the Investment Manager, or such governmental agency may freeze the assets of such person, or entity invested in the SICAV or suspend their withdrawal rights. The Directors may also be required to remit, or transfer those assets to a governmental agency. Risk of investing in the Master Fund As the Feeder Fund invests into the Master Fund, the Feeder Fund will also be subject to specific risks associated with its investment into the Master Fund as well as specific risks incurred at the level of the Master Fund and its investments. If the Master Fund invests in a particular assets category, investment strategy or financial or economic market, the Feeder Fund will then be exposed to fluctuations in value of such investments resulting from the performance of that particular asset category, investment strategy or financial or economic market. Investors’ attention is particularly drawn to the “Investment Risks” section on page 42 of this Prospectus as well as the following main investment risks associated with the Feeder Fund’s investment in the Master Fund . Therefore, before investing in Shares, prospective investors should carefully read the description of the risk factors relating to an investment in the Master Fund, as disclosed in the prospectus of the Master Fund which is available free of charge from its management company as well as on the website of the Investment Manager at www.kennox.eu. In addition to the above risk factors, prospective investors in Shares of the Feeder Fund should consider the following risks associated with the Feeder Fund’s investment in the Master Fund.

44

LIQUIDITY AND VALUATION RISKS It is intended that the Feeder Fund will invest substantially all of its assets in the Master Fund save for a residual cash amount which may be required from time to time for dealing liquidity purposes and payment of costs and expenses of the Feeder Fund. The Net Asset Value of the Feeder Fund will mainly depend on the net asset value of the Master Fund. Consequently, the Net Asset Value per Share of the Feeder Fund may be determined only after the net asset value of the Master Fund has been determined, and the number of Shares of the Feeder Fund to be issued to, exchanged or redeemed from, an investor in the Feeder Fund may not be determined until the net asset value per share of the Master Fund is determined. The determination of the Net Asset Value per Share of the Feeder Fund may be suspended upon a suspension of the calculation of the net asset value per share of the Master Fund or any other suspension or deferral of the issue, redemption and/or exchange of shares in the Master Fund, in accordance with the provisions under the “Suspension of determination of dealings” section of this Prospectus. The rules applied to calculate the Net Asset Value per Share, as described above under the “Determination of net asset value” section, presume the Feeder Fund’s ability to value its investment in the Master Fund. In valuing such investment holdings, the Feeder Fund may rely on financial information provided by the Master Management Company and the administrator of the Master Fund. Independent valuation sources such as exchange listing may not be available for the Master Fund. OPERATIONAL AND LEGAL RISKS The main operational and legal risks associated with the Feeder Fund’s investment in the Master Fund include, without being limited to, the Feeder Fund’s access to information on the Master Fund, coordination of dealing arrangements between the Feeder Fund and the Master Fund, the occurrence of events affecting such dealing arrangements, the communication of documents from and to the Master Fund to and from the Feeder Fund, the coordination of the involvement of the respective depositary and auditor of the Feeder Fund and the Master Fund and the identification and reporting of investment breaches and irregularities by the Master Fund. Such operational and legal risks will be mitigated and managed by the Management Company, the Depositary and the Auditor, as applicable, in coordination with the depositary, the administrator and the auditor of the Master Fund. A number of documents and/or agreements are in place to that effect, including (1) internal conduct of business rules established by the Management Company, (2) an information sharing agreement between the Depositary and the depositary of the Master Fund, and (3) an information sharing agreement between the Independent Auditor and the auditors of the Master Fund. CURRENCY RISK The Reference Currency of the SICAV is the Euro, whereas the shares in the Master Fund are denominated in Sterling. The Investment Manager will not seek to hedge out currency exposure at the Feeder Fund’s level. Equally, the Investment Manager will not seek to hedge out any currency exposure at the Master Fund level. Consequently, the performance of the SICAV may be strongly influenced by movements in foreign exchange rates because the Reference Currency of the Feeder Fund will not correspond to that of the Master Fund and may not correspond to the currency of the securities positions held in the Master Fund. CONCENTRATION AND MARKET RISKS Given the feeder nature of the Feeder Fund it will naturally be concentrated in the Master Fund. Therefore, concentration risks and market risks will mainly occur at the level of the Master Fund. In this respect, investors should carefully read the risks associated with an investment in the Master Fund, as described in the prospectus of the Master Fund.

45

INVESTMENT MANAGEMENT RISK The investment performance of the Feeder Fund is substantially dependent on the investment performance of the Master Fund and, therefore, on the services provided by certain individuals to the Master Fund. In the event of the death, incapacity, departure, insolvency or withdrawal of these individuals, the performance of the Master Fund and, consequently, the Feeder Fund, may be adversely affected. Any of the above investment risks may cause a significant fall of the SICAV’s NAV. Relevant investment risks cannot be listed exhaustively. Potential investors should ask for advice before subscribing to shares of the SICAV.

46

DISTRIBUTION POLICY

The Articles empower the Directors to declare interim dividends in respect of any Shares out of net income (including dividend and interest income) and the excess of realised and unrealised capital gains over realised and unrealised losses in respect of investments of the SICAV. Any dividend unclaimed after a period of five years from the date of declaration of such dividend shall be forfeited and shall revert to the SICAV for the benefit of the relevant Class to which they are attributable. The distribution policy of each Class will be specified in Appendix 1. The SICAV may issue Accumulation and/or Income Shares, as specified in Appendix 1 to this Prospectus. The Board of Directors reserve the right to introduce a distribution policy that may vary between the Classes of Income Shares in issue. The distribution policy applicable to each Class of Income Shares will be described in Appendix 1 to this Prospectus. Subject to any further indications in Appendix 1 to this Prospectus, the part of the relevant year’s net income corresponding to Accumulation Shares will not be paid to shareholders and instead will be capitalised in the SICAV for the benefit of the Accumulation Shares. Payments will be made in the Base Currency of the relevant Class. Dividends remaining unclaimed for five years after their declaration will be forfeited and revert to the SICAV. In any event, no distribution may be made if, as a result thereof, the Net Asset Value of the SICAV would fall below the minimum share capital required by the UCI Law, currently EUR 1,250,000.-.

47

GENERAL

CONFLICTS OF INTEREST The Depositary, the Management Company and the Investment Manager may from time to time act as manager, registrar, transfer agent, administrator, trustee, depositary, investment manager, adviser or distributor in relation to, or be otherwise involved in, other funds or collective investment schemes which have similar investment objectives to those of the SICAV. It is, therefore, possible that any of them may, in the due course of their business, have potential conflicts of interests with the SICAV. Each will at all times have regard in such event to its obligations under the Prospectus and Articles and/or any agreements to which it is party or by which it is bound in relation to the SICAV and, in particular, but without limitation to its obligations to act in the best interests of the Shareholders when undertaking any investments where conflicts of interest may arise and will endeavour to ensure that such conflicts are resolved fairly and, in particular, the SICAV will procure that the Investment Manager agrees to act in a manner which the Investment Manager in good faith considers fair and equitable in allocating investment opportunities to the SICAV. There is no prohibition on dealing in assets of the SICAV by the Depositary or Investment Manager, or by any entities related to such parties, provided that such transactions are carried out as if effected on normal commercial terms negotiated at arms’ length and are in the best interests of Shareholders. Permitted transactions between the SICAV and such parties are subject to (i) a certified valuation by a person approved by the Depositary (or the Directors in the case of a transaction involving the Depositary) as independent and competent; or (ii) execution on best terms on organised investment exchanges under their rules; or (iii) where (i) and (ii) are not practical, execution on terms the Depositary (or the Directors in the case of a transaction involving the Depositary) is satisfied conform to the principles set out above. There is no prohibition on the Depositary, the Management Company, the Investment Manager or any other party related to the SICAV acting as a “competent professional person” for the purposes of determining the probable realisation value of an asset in accordance with the valuation provisions outlined in the “Determination of Net Asset Value” section above. Investors should note however, that in circumstances where fees payable by the SICAV to such parties are calculated based on the Net Asset Value of the SICAV, a conflict of interest may arise as such fees will increase if the Net Asset Value of the SICAV increases. Any such party will endeavour to ensure that such conflicts are resolved fairly and in the best interests of the Shareholders. A Director may be a party to, or otherwise interested in, any transaction or arrangement with the SICAV or in which the SICAV is interested, provided that he/she/it has disclosed to the Directors prior to the conclusion of any such transaction or arrangement the nature and extent of any material interest of his/her/it therein. Unless the Directors determine otherwise, a Director may vote in respect of any contract or arrangement or any proposal whatsoever in which he has a material interest, having first disclosed such interest. At the date of this Prospectus other than as disclosed under the “Directors” section of this Prospectus, no Director or connected person of any Director has any interest, beneficial or non-beneficial, in the share capital of the SICAV or any material interest in the SICAV or in any agreement or arrangement with the SICAV. The Directors shall endeavour to ensure that any conflict of interest is resolved fairly. In selecting brokers to make purchases and sales for the SICAV, the SICAV will require the Investment Manager to choose those brokers who provide best execution to the SICAV. In determining what constitutes best execution, the Investment Manager will be required to consider factors including the over-all economic result of the SICAV, (price of commission plus other costs), the efficiency of the transaction, the broker’s ability to effect the transaction if a large block is involved, availability of the broker for difficult transactions in the future, other services provided by the broker such as research and the provision of statistical and other information and the financial strength and stability of the broker. In managing the assets of the SICAV, the Investment Manager may receive certain research and statistical and other information and assistance from brokers. The Investment Manager may allocate brokerage

48

business to brokers who have provided such research and assistance to the SICAV and/or other accounts for which the Investment Manager exercises investment discretion. The benefits provided under any soft commission arrangements must assist in the provision of investment services to the SICAV and any such soft commission arrangements must be disclosed in the periodic reports of the SICAV. MEETINGS The SICAV draws the investors’ attention to the fact that any investor will only be able to fully exercise his/her/its investor rights directly against the SICAV, notably the right to participate in general meetings of shareholders, if the investor is registered him/her/itself and in his/her/its own name in the register of Shareholders of the SICAV. In cases where an investor invests in the SICAV through an intermediary investing into the SICAV in his/her/its own name but on behalf of the investor, it may not always be possible for the investor to exercise certain shareholder rights directly against the SICAV. Investors are advised to take advice on their rights.

All general meetings of the SICAV shall be held at the registered office of the SICAV, or at any other place in Luxembourg to be specified in the notice convening the meeting and at least one general meeting of the SICAV shall be held in each year as the SICAV’s annual general meeting, as the date provided in the Articles. At least eight (8) calendar days’ notice (inclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given) shall be given to Shareholders at their addresses shown on the register of Shareholders. The notice shall specify the place, day and hour of the meeting and the terms of the resolutions to be proposed. A proxy may attend on behalf of any Shareholder. The voting rights attached to the Shares are set out under the “Voting Rights” section of this Prospectus. FINANCIAL YEAR AND REPORTS AND ACCOUNTS The annual general meeting shall be held in accordance with Luxembourg law at the registered office or at a place specified in the notice of meeting, at 11.00 a.m. CET on the third Wednesday of the month of January of each year, and for the first time in 2015. The financial year of the SICAV commences on 1st October and ends on 30th September of each year, this being the period for which an annual report is required. The first financial year of the SICAV commences on the date of incorporation of the SICAV and ends on 30th September 2014. The Directors shall cause to be prepared an annual report and audited annual accounts for the SICAV for the period ending 30th September in each year. These will be made available to shareholders at the registered office SICAV and of the Management Company within four months of the end of the relevant accounting period end. In addition, the SICAV shall prepare and render available to Shareholders a semi-annual report for the period ending 31st March in each year which shall include semi-annual accounts for the SICAV. The semi-annual report will be made available to shareholders at the registered office of the SICAV and of the Management Company within two months of the end of the relevant accounting period. The first report to be issued will be the annual report for the period ending 30th September 2014. SOFT COMMISSION ARRANGEMENTS The soft commission arrangements will comply with all applicable rules and are designated to enhance the quality of the services provided. They are notably subject to the following conditions: (i) the Investment Manager will act at all times in the best interest of the SICAV and the Management Company when entering into soft commission arrangements; (ii) the research services provided will be in direct relationship to the activities of the Investment Manager; (iii) brokerage commissions on portfolio transactions for the SICAV will be directed by the Investment Manager to broker-dealers that are entities

49

and not to individuals; and (iv) the Investment Manager will provide reports to the Management Company with respect to soft commission arrangements including the nature of the services it receives. The Investment Managers may enter into soft commissions arrangements with brokers under which certain business services are obtained and are paid for by the brokers out of the commissions they receive from transactions of the Fund. Consistent with obtaining best execution, brokerage commissions on portfolio transactions for the Fund may be directed by the Investment Managers to broker-dealers in recognition of research services furnished by them as well as for services rendered in the execution of orders by such broker-dealers.

50

LIQUIDATION Liquidation of the SICAV

The SICAV is incorporated for an unlimited period and liquidation will normally be decided upon by an

extraordinary general meeting of Shareholders. An extraordinary general meeting of Shareholders

without the need for a quorum must be convened, within 40 (forty) calendar days if: − the net assets of the SICAV fall below two-thirds of the minimum share capital as required by

the 2010 Law (i.e. EUR 1,250,000.-). A simple majority of the Shares present or represented at the meeting is required for a valid decision; and

− the net assets of the SICAV fall below one-quarter of the minimum share capital as required by the 2010 Law (i.e. EUR 1,250,000.-). Shareholders holding one-quarter of the present or represented Shares at the meeting will be required for a valid decision.

If the SICAV is dissolved, liquidation will proceed pursuant to the provisions of the 2010 Law which stipulates the measures to be taken to enable the Shareholders to participate in the distributions resulting from liquidation, and in this context, the 2010 Law provides that all amounts which have not been possible to distribute to the Shareholders on completion of liquidation are to be deposited in trust with the Caisse de Consignation in Luxembourg.

Amounts not claimed within the prescribed period are liable to be forfeited pursuant to the provisions of Luxembourg Law. The net revenues resulting from the liquidation of the SICAV will be distributed to the Shareholders in proportion to their respective shareholdings.

The decision of a Court ordering the dissolution, and liquidation of the SICAV will be published in the Mémorial and in two newspapers with adequate circulation, including at least one Luxembourg newspaper. These notices will be published at the request of the liquidator.

Liquidation of Classes

If, for any reason the value of the net assets in any Class has decreased to, or has not reached, an amount determined by the Directors to be the minimum level for such Class to be operated in an economically efficient manner, or in case of a change in the political, economic, or monetary situation, or as a matter of economic rationalisation, which in the opinion of the Directors render this decision necessary, or whenever the interest of the Shareholders demands, the Directors may decide to close one, or several Class(es) in the best interests of the Shareholders, and to redeem all the Shares of the relevant Class at the price per Share (taking into account actual realisation prices of investments and realisation expenses) determined by the Directors at that time. The SICAV will serve a written notice to the Shareholders of the relevant Classe(s) (if any) prior to the effective date for the compulsory redemption, which will indicate the reasons for, and the procedure for the redemption operations. Unless it is otherwise decided in the interests of Shareholders, or to ensure equal treatment between the Shareholders, the Shareholders of the Class(es) concerned may continue to request redemption of their Shares free of charge, (but taking into account actual realisation prices of investments and realisation expenses) prior to the effective date for the compulsory redemption. Notwithstanding the above powers conferred to the Board of Directors, the general meeting of Shareholders of any Class may, upon a proposal from the Board of Directors, redeem all the Shares of the relevant Class and refund to the Shareholders the Net Asset Value of their Shares (taking into account actual realisation prices of investments and realisation expenses) determined as of the applicable Valuation day for a given Dealing Day at which such decision shall take effect. There shall be no quorum requirements for such general meeting of Shareholders which shall decide by resolution taken by simple majority of those present or represented and voting. Assets which may not be distributed to their beneficiaries upon the implementation of the redemption will be deposited with the Caisse de Consignation on behalf of the persons entitled thereto. All redeemed Shares may be cancelled.

51

MERGER Mergers decided by the Directors The Directors may decide to proceed with a merger (within the meaning of the 2010 Law) of the SICAV, either as receiving, or absorbed UCITS subject to the conditions, and procedures imposed by the 2010 Law, In particular the information to be provided to the Shareholders concerning the merger project is as follows: The Directors may decide to proceed with a merger of the SICAV, either as receiving or absorbed UCITS, with:

- another Luxembourg or foreign UCITS (the “New UCITS”); or - a portfolio thereof,

and, as appropriate, to redesignate the Shares of the SICAV as Shares of this New UCITS, or of the relevant portfolio thereof as applicable. In case the SICAV is the receiving UCITS (within the meaning of the 2010 Law), the Directors will decide solely on the merger and effective date thereof. In case the SICAV is the absorbed UCITS (within the meaning of the 2010 Law), and hence ceases to exist, the general meeting of the Shareholders has to approve, and decide on the effective date of such merger by a resolution adopted with no quorum requirement and at a simple majority of the votes cast at such meeting. Merger decided by the Shareholders

Notwithstanding the provisions under “Merger decided by the Directors” section, the general meeting of Shareholders may decide to proceed with a merger (within the meaning of the 2010 Law) of the SICAV either as receiving, or absorbed UCITS subject to the conditions, and procedures imposed by the 2010 Law., In particular the information to be provided to the Shareholders concerning the merger project is as follows:

1. Merger of the SICAV The general meeting of the Shareholders may decide to proceed with a merger of the SICAV, either as receiving or absorbed UCITS, with:

- a New UCITS; or - a portfolio thereof.

The merger decision shall be adopted by the general meeting of Shareholders with no quorum requirement and at a simple majority of the votes cast at such meeting.

2. Shareholders Rights and costs to be borne by Shareholders

In all the merger cases under 1. and 2. above, the Shareholders will in any case be entitled to request, without any charge, (other than charges imposed by the SICAV to meet disinvestment costs) the repurchase, or redemption of their Shares, or, where possible, to convert their Shares into units, or shares of another UCITS pursuing a similar investment policy, and managed by the Management SICAV, or by any other company with which the Management SICAV is linked by common management, or control, or by substantial direct, or indirect holding, pursuant to the provisions of the 2010 Law. Any cost associated with the preparation and the completion of the merger shall, neither be charged to the SICAV, nor to its Shareholders.

52

LIQUIDATION OR REORGANIZATION OF THE MASTER FUND

In accordance with the provisions of the UCI Law governing feeder UCITS, the SICAV shall be dissolved and liquidated if the Master UCITS is liquidated divided into two or more UCITS or merged with another UCITS, unless the CSSF approves either (a) the investment of at least 85 % of the assets of the SICAV into units of another master UCITS, or (b) the SICAV’s conversion into a UCITS which is not a feeder UCITS within the meaning of the UCI Law. MATERIAL CONTRACTS The following contracts, which are summarised in the “Management and Administration” and “Fees and Expenses” section of this Prospectus, have been entered into and are, or may be, material: (a) Fund Management Company Agreement dated as of 13 May 2014 pursuant to which the

Management Company was appointed by the SICAV to provide management company services to the SICAV;

(b) Depositary Agreement dated as of 13 May 2014, pursuant to which the Depositary has been appointed by the SICAV as depositary of the SICAV’s assets;

(c) Investment Management Agreement dated 13 May 2014 and between the SICAV, the Management Company and the Investment Manager pursuant to which, the Investment Manager was appointed to provide investment management services to the SICAV;

(d) Central Administration Agreement dated as of 19 May 2014, pursuant to which the Management Company has appointed the Central Administration as central administration agent of the SICAV;

(e) - Information sharing agreement between the Master Fund and the SICAV; (f) - Information sharing agreement between the depositary of the Master and the

Depositary; and (g) - Information sharing agreement between the auditor of the Master and the Auditor.

DOCUMENTS FOR INSPECTION Copies of the following documents may be inspected at the registered office of the SICAV and of the Management Company during normal business hours on any Business Day:

(a) the Prospectus; (b) the current version of the KIID for the relevant Class; (c) the material contracts referred to above; (d) the Articles; and (e) the annual and semi-annual reports

Copies of the Prospectus, the KIID, the Articles and of any annual and semi-annual reports may be obtained upon request from the registered office of the SICAV, the Central Administration or from the Investment Manager during normal business hours on any Business Day. DATA PROTECTION When subscribing for Shares of the SICAV, the investor authorises, and empowers the Directors to collect, store, and process certain information concerning the investor, such as the investor’s denomination, address, and amount of the investment (the “Personal Data”) by electronic or other means. The Directors reserve the right to delegate the processing of this Personal Data to delegates located in and outside the European Union (together the “Processor(s)”). The investor may at its discretion refuse to communicate the Personal Data to the Directors, thereby precluding the Directors from using such data. However, such refusal, or preclusion shall be an obstacle to the subscription or holding of Shares in the SICAV by the investor.

53

The Personal Data is required to enable the Directors to provide the services required by the investor, and to comply with its legal obligations. The Directors undertake not to transfer the investor’s Personal Data to any third parties other than the Processors except, if required by law or on the basis of prior authorisation by the investor. The investor has a right to access its Personal Data, and may ask for a rectification thereof in cases where such data is inaccurate and incomplete. In relation thereto, the investor can contact the SICAV. The investor has a right to oppose to the use of its Personal Data for marketing purposes. Such opposition may be effected by a simple letter addressed to the SICAV. All investor-related Personal Data shall not be retained for longer than the time required for the purpose of its processing, subject to the legal limitation periods. COMPLAINTS HANDLING Information on the procedures in place for the handling of complaints by prospective investors in the SICAV, and/or Shareholders is available, upon request, from the Management Company, free of charge.

54

APPENDIX 1

Distribution Income

Accumulation

Available share classes

A Class Share EUR Inc.

A Class Share USD Inc.

A Class Share GBP Inc.

Institutional Class Share EUR Inc.

A Class Share EUR Acc.

A Class Share USD Acc.

A Class Share GBP Acc.

Institutional Class Share EUR Acc.

Profile of typical investor

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least € 25,000,000.-

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least US$ 30,000,000.-

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least GBP 20,000,000.-

Institutional Investors wishing to invest at least €50,000

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least € 25,000,000.-

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least US$ 30,000,000.-

Primarily pension fund, corporate or other Institutional Investors seeking to invest at least GBP 20,000,000-

Institutional Investors wishing to invest at least €50,000

ISIN Code ISIN Code LU1069556899

ISIN Code LU1069557277

ISIN Code LU1069557434

ISIN Code LU1069557517

ISIN Code LU1069556972

ISIN Code LU1069557194

ISIN Code LU1069557350

ISIN Code LU1069557608

Base currency EUR US$ GBP EUR EUR US$ GBP EUR

Minimum Subscription*

€ 25,000,000.-

US$ 30,000,000.-

GBP 20,000,000.-

€ 50,000.-

€ 25,000,000.-

US$ 30,000,000.-

GBP 20,000,000.-

€ 50,000.-

Minimum Holding

€ 25,000,000.-

US$ 30,000,000.-

GBP 20,000,000-

€ 50,000.-

€ 25,000,000.-

US$ 30,000,000.-

GBP 20,000,000-

€ 50,000.-

Minimum Additional Subscription

None

None

None

None

None

None

None

None

Minimum Redemption

None

None

None

None

None

None

None

None

Subscription Fee

Nil

Nil

Nil Nil

Nil Nil

Nil

Nil

Redemption Fee

Nil

Nil

Nil Nil

Nil

Nil

Nil

Nil

Conversion Fee

Nil

Nil

Nil Nil

Nil

Nil

Nil

Nil

Management Company Fee**

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Up to 0.05% per annum

Investment Management Fee**

0% per annum

0% per annum

0% per annum

0,20% per annum

0% per annum

0% per annum

0% per annum

0,20% per annum

Depositary Fee**

Global Custody: 0.41 bps p.a. + €25 per transaction (estimated to be a maximum of 100 transactions p.a.). Depotbank Services: €14,500 p.a. (for 8 share classes)

Central Administration Fee**

Fund Accounting: €35,000 p.a. (for 8 share classes) Transfer Agency: €13,250 p.a. (for 8 share classes)

Subscription Tax (taxe d’abonnement)

0.01% per annum

0.01% per annum

0.01% per annum

0.01% per annum

0.01% per annum

0.01% per annum

0.01% per annum

0.01% per annum

55

Dealing Day Each Business Day

Each Business Day

Each Business Day

Each Business Day

Each Business Day

Each Business Day

Each Business Day

Each Business Day

Cut-off Time for a Dealing Day

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

10:30 a.m. CET

Valuation day Each Dealing Day

Each Dealing Day

Each Dealing Day

Each Dealing Day

Each Dealing Day

Each Dealing Day

Each Dealing Day

Each Dealing Day

Valuation Point

1.00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

1:00 p.m. CET

Publication of NAV

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

8.00 p.m. CET on the relevant Dealing Day

Payment Date of the subscription monies

5 (five) Business Days after the relevant Dealing Day

Payment Date of the redemption monies

5 (five) Business Days after the relevant Dealing Day

Listing Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Launch Date May 19, 2014

May 19, 2014

May 19, 2014

May 19, 2014 May 19, 2014

May 19, 2014

May 19, 2014

May 19, 2014

Initial Offer Price

€100

USD 100 GBP 100

€ 100 €100

USD 100 GBP 100

€100

* May be waived at the discretion of the Board of Directors, with due respect to the principle of equal treatment of shareholders ** Calculated on the last NAV of the month