9610594.4 A3235.I00777

The Directors of Altana UCITS Funds plc (the “Company”) whose names appear in the section of the Prospectus entitled “THE COMPANY” are the persons responsible for the information contained in this Supplement and the 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 Supplement and the Prospectus is in accordance with the facts and does not omit any material information likely to affect the import of such information. The Directors accept responsibility accordingly.

If you are in any doubt about the contents of this Supplement or the Prospectus you should

consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

Global Thematic Top Billion Fund

(A sub-fund of Altana UCITS Funds plc, an investment company with variable capital incorporated with limited liability in Ireland and established as an umbrella fund with segregated liability between sub-funds pursuant to the European Communities (Undertakings for Collective Investment in

Transferable Securities) Regulations 2011(as amended))

SUPPLEMENT

DATED: 21 APRIL 2020

Investment Manager

Altana Wealth Limited

This Supplement forms part of, and should be read in the context of and together with, the

Prospectus dated 21 April 2020 as may be amended or updated from time to time (the

“Prospectus”) in relation to the Company and contains information relating to the Global

Thematic Top Billion Fund (the “Fund”) which is a separate portfolio of the Company. The

other sub-funds of the Company, at the date of this Supplement, are the Altana Director

Alignment Strategy Fund and Altana Corporate Bond Fund.

The Fund may invest substantially in cash deposits or money market instruments for

temporary defensive purposes as described in the investment policy of the Fund. Investors'

attention is drawn to the difference between the nature of a deposit and the nature of an

investment in the Fund and in particular to the risk that the value of the principal invested in

the Fund may fluctuate.

The Fund may also be principally invested in financial derivative instruments. An investment in

the Fund should not constitute a substantial proportion of an investment portfolio and may not

be appropriate for all investors.

The Fund may invest more than 20% of Net Asset Value in Emerging Markets and accordingly

an investment in the Fund should not constitute a substantial proportion of an investment

portfolio and may not be appropriate for all investors.

9610594.4 A3235.I00777

INDEX

Definitions ................................................................................................................................................. 1

Investment Objective and Policies ............................................................................................................ 3

Borrowing .................................................................................................................................................. 6

Investment Restrictions ............................................................................................................................ 7

Investment risks ........................................................................................................................................ 8

Subscriptions .......................................................................................................................................... 14

Redemptions........................................................................................................................................... 15

Dividend Policy ....................................................................................................................................... 17

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DEFINITIONS

Words and terms defined in the Prospectus have the same meaning in this Supplement unless otherwise stated herein.

"ADR" means a negotiable certificate issued by a US bank representing a specified number of shares in a foreign stock traded on a US exchange;

“Base Currency” the base currency of the Fund shall be USD;

"Bloomberg Billionaires

Index"

means a daily ranking of the world’s richest people. Details about the calculations are provided in the net worth analysis on each billionaire’s profile page on the Bloomberg website. The figures are updated at the close of every trading day in New York.

"Business Day" means a day (except Saturdays, Sundays and public holidays) on which the banks in Dublin are open for normal banking business or such other day or days as may be specified by the Directors;

“Dealing Day” means each Business Day or such other days as the Directors may determine and notify to Shareholders in advance provided that there shall be at least one dealing day per fortnight;

"Dealing Deadline" means 3pm Irish time on each Business Day or on an exceptional basis only, such later time as the Directors upon consultation with the Investment Manager may from time to time permit provided that notice is received before the Valuation Point;

"Emerging Market" means any market not included in the following group of industrialised countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom and the United States;

"GDR" means a bank certificate issued in more than one country for shares in a foreign company;

“Large Capitalisation

Companies”

means typically companies whose total market capitalisation is above US$5 billion at the time of purchase;

“Mid-Capitalisation

Companies”

means typically companies whose total market capitalisation is between US$1 billion and US$5billion at the time of purchase;

"MSCI ACWI Index" means the market capitalisation weighted index designed to provide a broad measure of equity-market performance throughout the world. The MSCI ACWI Index is maintained by Morgan Stanley Capital International, and is comprised of stocks from both developed and Emerging Markets. The administrator of the MSCI ACWI Index is MSCI Limited which is listed on the FCA’s register and on the ESMA register for benchmark administrators;

“Recognised Market” means any stock exchange or regulated market set out in Appendix II of the Prospectus and/or such other markets as the Directors may from time to time determine in accordance with the UCITS Regulations as is specified in this Supplement;

"Stock Connect" means a securities trading and clearing links program developed by

Hong Kong Exchanges and Clearing Limited ("HKEx"), Shanghai Stock

Exchange ("SSE"), Shenzhen Stock Exchange ("SZSE") and China

Securities Depository and Clearing Corporation Limited ("ChinaClear"),

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with an aim to achieve mutual stock market access between mainland China and Hong Kong. Stock Connect is composed of the Shanghai Hong Kong Stock Connect scheme and the Shenzhen Hong Kong Stock Connect scheme. Stock Connect enables Hong Kong and overseas investors to invest in certain eligible China A shares listed on the SSE and the SZSE by routing orders to SSE and the SZSE through their Hong Kong brokers and a securities trading service company

established by The Stock Exchange of Hong Kong Limited ("SEHK"), under a trading link (the Northbound Shanghai Trading Link and the Northbound Shenzhen Trading Link) established which permits Hong Kong investors and overseas investors (including the Fund) to place orders to trade eligible shares quoted on the SSE and the SZSE subject to an aggregate quota, subject to the rules of Stock Connect. Stock Connect commenced operation on 17 November 2014. Full details of Stock Connect and risks relating to investing in Stock Connect are set out under "Investment Risks".

“Valuation Point” means 5pm (New York) on each Business Day or such other time or Business Day as the Directors may determine and notify in advance to Shareholders, provided that there shall always be a Valuation Point for every Dealing Day. If any of the relevant markets are not open on a Business Day, the value of the relevant investments at the close of business on the previous Business Day shall be used.

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INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

The Fund's objective is to achieve returns from equities in excess of the MSCI ACWI Index over the medium to long term.

Investment Policy, Guidelines and Restrictions

The Fund will seek to achieve its investment objective by investing in the stocks of companies in which the top billionaires of the world, as ranked by Forbes Magazine and Bloomberg are invested as founders or major shareholders. The Fund aims to be fully invested at all times in a global portfolio of stocks of such companies which will be traded on Recognised Markets. There are no geographical or market capitalisation restrictions although it is expected that a majority of the holdings will be held in large capitalisation stocks. Some of the stocks may be of Emerging Markets companies.

The Fund may invest more than 20% of its Net Asset Value in Emerging Markets and accordingly investors are referred to the following relevant risk factors in the Prospectus relating to investments in Emerging Markets: "Investing in Emerging Markets"; "Liquidity and Settlement Risks"; "Political Risks"; "Custodial Risks" and "Foreign Exposure Risk".

The Fund may invest in and have direct access to China A shares listed on the Shanghai Stock Exchange and the Shenzhen Stock Exchange via Stock Connect and an indirect access through investing in ADRs. Exposure to China A shares through Stock Connect will not be more than 20% of the Fund's Net Asset Value. The Depositary participates within HKEx as a custodian participant. Please refer to relevant risk factors below in "Investing in Stock Connect".

The Fund may invest in depositary receipts such as ADRs or GDRs.

Investments on the Bombay Stock Exchange will be made indirectly through purchase of ADRs.

Cash and Cash Equivalents

The Fund may also invest in cash and cash equivalents, including treasury bills, bank deposits, deposit certificates and commercial paper, however holdings of cash and cash equivalents will typically not exceed 5% of the Net Asset Value. Financial Derivative Instruments ("FDIs")

The Fund may also invest in contracts for difference ("CFD") for investment purposes only. The underlying exposure to CFDs is equities. The level of investment in CFDs will not be material. The Fund may also invest in equity options, equity index options, equity forwards, and warrants for investment purposes in order to gain exposure to equities and for efficient portfolio management purposes and hedging purposes.

The Fund may also invest in currency options and currency forwards for currency hedging purposes only.

Investments in FDI are further detailed under the headings "Financial Derivative Instruments", "Use of FDIs" and "Hedging Transactions" below. In particular, the extent of the investment in these FDI and the Fund's expected long/short ratio is disclosed under the heading "Use of FDIs".

The assets of the Fund will be invested in accordance with the restrictions and limits set out in the Prospectus and such additional investment restrictions, if any, as may be adopted by the Directors in relation to the Fund as set out in this Supplement.

With regard to the use of equity index options for investment purposes, all such indices to which exposure may be gained will comprise of eligible assets and comply with the risk spreading rules applied to direct investment in equities in accordance with the requirements of the UCITS Regulations and will also comply with the Central Bank's UCITS Regulations, the Central Bank's guidance on

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UCITS Financial Indices and the ESMA Guidelines on exchange traded funds and other UCITS issues

("Index Requirements"). The indices are publically available and will represent the equities markets in which the Fund predominantly invests and are revised and rebalanced periodically to ensure they continue to reflect the market they represent following criteria which is publically available and in accordance with the Index Requirements. The Investment Manager may invest in any number of publically available indices not managed by the Investment Manager to complement the investment policy of the Fund. Accordingly it is not possible to provide a definitive list of indices in which the Investment Manager may invest in. Additional information on the indices, rebalancing frequencies and the effects of these on the costs within the index that may be invested in by the Fund can be obtained from the Investment Manager upon request. Where the weighting of a particular stock in any indices used by the Fund exceeds the permitted investment restrictions, (ie the "5/10/40 rule"), the Fund will, as a priority objective, take appropriate steps to rectify the situation.

The Fund is actively managed in reference to the MSCI ACWI Index as its performance is compared to it, as disclosed above and in marketing materials. Investments in the portfolio are not specifically selected from the constituents of the MSCI ACWI Index, hence the Fund's investment policy is in no way constrained by the extent to which its investments and their weightings differ to the MSCI ACWI Index and the degree of deviation from the MSCI ACWI Index may be significant. However, the portfolio of the Fund is specifically selected on the basis of the Lists (as defined below), as described in the investment strategy below.

Investment Strategy

The Fund’s investment approach will rely on systematic screening by the Investment Manager of

Forbes Magazine “World’s Billionaires” list and the Bloomberg’s Billionaires Index (the "Lists"), and selecting those listed companies owned by the top 100 billionaires of the world (which selection will also be based on information from the Lists). The Fund will invest in the largest holdings held by the billionaires on the Lists. The Fund will invest in such companies on an equally weighted basis. All holdings in the Fund will have the same weighting, which is the Net Asset Value of the Fund divided by the top 100 billionaires, which means that the Investment Manager will invest 1% of the Net Asset

Value of the Fund in the holdings of each billionaire at all times (the "Weighting"). The Fund will monitor such number of billionaires on the Lists as may be necessary to maintain a selection of 100 billionaires at all times. The Fund's investments will typically comprise of investments in the equities of 130 to 150 listed companies. The Fund will rebalance its holdings annually at the end of the financial year, based on the Weighting or as soon as the Investment Manager becomes aware of an increase or a decrease in a billionaire's holding(s) based on its active monitoring of the billionaires' holdings. If a billionaire's holding(s) becomes private, for example by way of either a takeover or a merger, the Investment Manager will remove that billionaire's holding from the Fund and will replace it with the holding of the next billionaire on the Lists. In the case where a billionaire holds more than one holding constituting a major part of such person's wealth (more than $1 billion), the Fund will allocate to the various holdings pro-rata of their value in the billionaire’s portfolio holdings. In the event that more than one billionaire has a holding in the same company, the Investment Manager will monitor this position and impose a cap on the relevant holdings so that holdings of the Fund do not exceed the investment restrictions under the UICTS Regulations. Changes to the Investment Strategies

The Investment Manager may also develop additional strategies as the performance of the strategies themselves is periodically evaluated. Any amendment to the investment strategies shall be in accordance with the Central Bank's requirements and full details will be provided in an updated Supplement.

Financial Derivative Instruments

The Fund may employ the FDIs listed below where provided for in the Company's Risk Management Process, which enables it to accurately measure, monitor and manage the various risks associated with FDIs. The Fund may only utilise FDIs listed in the Risk Management Process once submitted in accordance with the requirements of the Central Bank:

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Derivative Specific Use

Where used for hedging purposes: risk being hedged

EPM?

How FDI will help achieve investment objectives?

CFDs

Independent profit opportunities

N/A

No

Replicate a return profile, where it is more favourable to do so via a CFD, which helps the Fund achieve its objective. The Fund will not enter into CFDs which create short positions. This is achieved by the Fund entering into CFDs where the Fund is a buyer only, ie it takes a future long position. In this scenario, the potential gain is unlimited, as the future market price of the equity may exceed the agreed future buy price indefinitely, whereas the loss is limited to the amount of the agreed future buy price.

Equity forwards

Independent profit opportunities and to hedge certain risks of investment positions

Market risk Credit Risk

Yes

May provide exposure to equities and/or manage the Fund's exposure to equities fluctuations which helps the Fund achieve its objective. The Fund will not enter into equity forwards which create short positions. This is achieved through the Fund entering into contracts for either the purchase or sale of an equity at a future point in time, with the proviso, that where the Fund enters in to a contract for the sale of an equity it will not enter into a contract for the sale of equities the Fund does not already own.

Equity Options (including equity index)

Independent profit opportunities and to hedge certain risks of investment positions

Market risk Credit Risk

Yes

May provide exposure to equities and/or manage the Fund's exposure to equities fluctuations which helps the Fund achieve its objective. The Fund will use long put or call options as means of hedging. This strategy does not involve the creation of short positions because it is the purchase of a right by the Fund to buy or sell stocks to the writer of the option at a price. A short position would be writing or selling a call or put option, because the writer/seller of the option is obliged to sell or buy the securities from the long positions holder or buyer of the option.

Forward Currency Contracts

Hedge certain risks of investment positions.

Currency Risk

Yes

Hedge foreign currency exposure and prevent Net Asset Value fluctuations caused by currency movements. The Fund will not enter into forward currency contracts which create short positions. Similar to equity options, in order for the Fund to avoid entering into short positions, the Fund will only enter into either contracts for the purchase or sale of currencies at a future point in time, with the proviso that if the Fund enters into a

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contract for the sale of currency, it will not enter into a contract obliging the Fund to sell more currency than it already owns.

Currency options

Hedge certain risks of investment positions

Currency risk

Yes

Manage the Fund's exposure to currency risk. Similar to equity options, the Fund will use long put or call options as means of hedging. This strategy does not involve the creation of short positions because it is the purchase of a right by the Fund to buy or sell currency to the writer of the option at a price. A short position would be writing or selling a call or put option, because the writer/seller of the option is obliged to sell or buy the currency from the long positions holder or buyer of the option.

Warrants

Independent profit opportunities and to hedge certain risks of investment positions

Market risk Credit Risk

Yes

Assist in creating investments that generate returns and protects capital and/or manage the Fund's exposure to equities fluctuations which helps the Fund achieve its objective. As warrants are a type of option issued by corporations giving the holder of the option the right to buy shares of the corporation for a pre-specified price, they do not involve entering into a short position.

The Fund does not currently use repurchase/reverse repurchase agreements and securities lending for efficient portfolio management purposes. It may do so in the future subject to the Central Bank's requirements and full details will be provided in an updated Supplement.

Use of FDIs

The Fund's hedging will not involve the taking of short positions. The Fund will use derivatives, as set out in the table above, for the purposes of hedging.

The Investment Manager believes that in normal circumstances it will take long positions of 100% of Net Asset Value and will not take short positions, ie short positions will be 0% of Net Asset Value. The use of derivatives will decrease the volatility of the Fund's performance.

Leverage

The Fund's global exposure will be calculated using the commitment approach and leverage will not exceed 100% of Net Asset Value at any time. Simple leverage is calculated as being global exposure divided by the Fund's Net Asset Value. The Investment Manager will measure global exposure and leverage daily.

Profile of a Typical Investor

The Fund is suitable for investors who seek a dedicated long-term allocation to global equities.

BORROWING

The Directors are empowered to borrow monies from time to time to facilitate redemption payments or for other temporary purposes, with borrowings permissible up to a maximum of 10% of Net Asset Value of the Fund.

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INVESTMENT RESTRICTIONS

The investment restrictions set out in the Prospectus are deemed to apply at the time of purchase of the Investments. If such limits are exceeded for reasons beyond the control of the Company, or as a result of the exercise of subscription rights, the Company must adopt, as a priority objective, the remedying of the situation, taking due account of the interests of Shareholders.

The Fund will not invest in collective investment schemes.

The Directors may, however, at their absolute discretion from time to time and subject to notifying shareholders, change investment restrictions for each Fund as they shall determine shall be compatible with or in the interests of the Shareholders, including in order to comply with the laws and regulations of the countries where Shareholders are located provided that the general principle of diversification in respect of the Fund’s assets are adhered to.

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INVESTMENT RISKS

Investment in the Fund carries with it a degree of risk including, but not limited to, the risks described in

the “Investment Risks” section of the Prospectus. These investment risks and those below are not purported to be exhaustive and potential investors should review the Prospectus and this Supplement carefully and consult with their professional advisers before making an application for Shares. There can be no assurance that the Fund will achieve its investment objective.

Equities Risk

As the Fund invests in equities it runs the risk that the market prices of those investments will decline. The market prices of equities may decline for reasons that directly relate to the issuing company, such as poor management performance or reduced demand for its goods or services. They also may decline due to factors that affect a particular industry, such as a decline in demand, labour or raw material shortages, or increased production costs. In addition, market prices may decline as a result of general market conditions not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. Equities generally have significant price volatility and the market prices of equities can decline in a rapid or unpredictable manner. If the Fund purchases equities at a discount from their value as determined by the Investment Manager, the Fund runs the risk that the market prices of these investments will not appreciate or will decline for a variety of reasons, one of which may be the Investment Manager’s overestimation of the value of those investments. The market prices of equities trading at high multiples of current earnings often are more sensitive to changes in future earnings expectations than the market prices of equities trading at lower multiples.

Mid/Large Capitalisation Company Risk

The Fund’s investments in larger, more established companies are subject to the risk that larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. Larger, more established companies may be unable to respond quickly to new competitive challenges, such as changes in consumer tastes or innovative smaller competitors, potentially resulting in lower markets for their common stock.

China and India Tax Risks

The tax law and regulations of China and India are constantly changing, and they may be changed with retrospective effect to the advantage or disadvantage of the Shareholders through the imposition of taxes on investment gains made by the Fund. The interpretation and applicability of the tax law and regulations by tax authorities may vary from region to region and other countries in the region may impose taxes on investment gains in the future.

Investing in Stock Connect

Details of Stock Connect The Shanghai Hong Kong Stock Connect scheme enables Hong Kong and overseas investors, to

invest in China A shares listed in the SSE (“SSE Securities”) through their Hong Kong brokers and a securities trading service company established by SEHK using the Northbound Shanghai Trading Link. Under the Northbound Shanghai Trading Link, investors, through their Hong Kong brokers and a securities trading service company established by the SEHK, may be able to trade SSE Securities, listed on the SSE, subject to the rules of the Shanghai Hong Kong Stock Connect scheme. SSE Securities, as of the date of this Supplement, include shares listed on the SSE that are:

a) constituent stocks of SSE 180 Index; b) constituent stocks of SSE 380 Index; and c) China A shares listed on the SSE that are not constituent stocks of the SSE 180 Index or SSE

380 Index but which have corresponding China H shares accepted for listing and trading on SEHK, provided that:

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i. they are not traded on the SSE in currencies other than RMB; and ii. they are not under risk alert. SEHK may include or exclude securities as SSE

Securities and may change the eligibility of shares for trading on the Northbound Shanghai Trading Link.

The Shenzhen Hong Kong Stock Connect scheme enables Hong Kong and overseas investors, to

invest in China A shares listed in the SZSE (“SZSE Securities”) through their Hong Kong brokers and a securities trading service company established by SEHK using the Northbound Shenzhen Trading Link. Under the Northbound Shenzhen Trading Link, through their Hong Kong brokers and a securities trading service company established by SEHK, Hong Kong and overseas investors may be able to trade SZSE Securities, listed on the SZSE, subject to the rules of the Shenzhen Hong Kong Stock Connect scheme. SZSE Securities, as of the date of this Supplement, include:

a) all the constituent stocks of the SZSE Component Index and SZSE Small/Mid Cap Innovation Index which has a market capitalisation of not less than RMB 6 billion; and

b) China A shares listed on the SZSE which have corresponding China H shares accepted for listing and trading on SEHK, provided that:

i. they are not traded on the SZSE in currencies other than RMB; and ii. they are not under risk alert or under delisting arrangement.

SEHK may include or exclude securities as SZSE Securities and may change the eligibility of shares for trading on the Northbound Shenzhen Trading Link.

Under Stock Connect, the Hong Kong Securities Clearing Company Limited (“HKSCC”), a wholly-owned subsidiary of HKEx, will be responsible for the clearing, settlement and the provision of depository, nominee and other related services of the trades executed by Hong Kong market participants and investors. Risks Associated with Stock Connect

The relevant rules and regulations on Stock Connect are subject to change which may have potential retrospective effect. Stock Connect is subject to quota limitations. Where a suspension in the trading through the programme is effected, the Fund’s ability to invest in China A shares or access the

People's Republic of China ("PRC") market through the programme will be adversely affected. In such event, a Fund’s ability to achieve its investment objective could be negatively affected.

Quota limitations

As noted above, trading under Stock Connect will be subject to a daily quota (“Daily Quota”). The Northbound Shanghai Trading Link under the Shanghai-Hong Kong Stock Connect Scheme, Northbound Shenzhen Trading Link under the ShenzhenHong Kong Stock Connect Scheme, Southbound Hong Kong Trading Link under the Shanghai-Hong Kong Stock Connect Scheme and Southbound Hong Kong Trading Link under the Shenzhen-Hong Kong Stock Connect Scheme will be respectively subject to a separate set of Daily Quota. The Daily Quota limits the maximum net buy value of cross boundary trades under each of the Stock Connect schemes each day. The Northbound Daily Quota is currently set at RMB13 billion for each of Stock Connect schemes as of the date of this Supplement. SEHK will monitor the quota and publish the remaining balance of the Northbound Daily Quota at scheduled times on the HKEx’s website.

Once the remaining balance of the Northbound Daily Quota drops to zero or the Northbound Daily Quota is exceeded during the opening call session, new buy orders will be rejected (though investors will be allowed to sell their cross-boundary securities regardless of the quota balance). Therefore, quota limitations may restrict the Fund’s ability to invest in China A shares through the Stock Connect schemes on a timely basis, and the Fund may not be able to effectively pursue its investment strategies.

Legal / Beneficial Ownership

The SSE Securities and SZSE Securities in respect of the Fund are held by the Depositary in accounts

in the Central Clearing and Settlement System (“CCASS”) maintained by the HKSCC as central

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securities depositary in Hong Kong. HKSCC in turn holds the SSE Securities and SZSE Securities, as the nominee holder, through an omnibus securities account in its name registered with ChinaClear for each of the Stock Connect schemes. While the relevant China Securities Regulatory Commission

(“CSRC”) regulations and ChinaClear rules generally provide for the concept of a “nominee holder” and Hong Kong and overseas investors (such as the Fund) would be recognised as having beneficial ownership in the SSE Securities and SZSE Securities. The precise nature and rights of the Fund as the beneficial owners of the SSE Securities and SZSE Securities through HKSCC as nominee is not well defined under PRC law. There is lack of a clear definition of, and distinction between, “legal ownership” and “beneficial ownership” under PRC law and there have been few cases involving a nominee account structure in the PRC courts. Therefore, the exact nature and methods of enforcement of the rights and interests of the Fund under PRC law is uncertain. Further, how an investor, such as the Fund, as the beneficial owner of SSE Securities and SZSE Securities under Stock Connect structure, exercises and enforces its right in the PRC courts are yet to be tested. Because of this uncertainty, in the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong it may not be possible to say with certainty if the SSE Securities and SZSE Securities will be regarded as held for the beneficial ownership of the Fund or as part of the general assets of HKSCC available for general distribution to its creditors.

Clearing and settlement risk

The HKSCC and ChinaClear have established the clearing links and each is a participant of each other to facilitate clearing and settlement of cross-boundary trades. For cross-boundary trades initiated in a market, the clearing house of that market will on one hand clear and settle with its own clearing participants, and on the other hand undertake to fulfil the clearing and settlement obligations of its clearing participants with the counterparty clearing house.

Should the remote event of ChinaClear default occur and ChinaClear be declared as a defaulter, HKSCC’s liabilities in Northbound trades under its market contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against ChinaClear. HKSCC will in good faith, seek recovery of the outstanding stocks and monies from ChinaClear through available legal channels or through ChinaClear’s liquidation In that event, the Fund may suffer delay in the recovery process or may not be able to fully recover its losses from ChinaClear.

Currency risk

Hong Kong and overseas investors will trade and settle SSE Securities and SZSE Securities in RMB only. Hence, the Fund will need to use RMB to trade and settle SSE Securities and SZSE Securities.

No protection by Hong Kong Investor Compensation Fund

Investment through Stock Connect is conducted through brokers, and is subject to the risks of default by such brokers’ in their obligations.

The Fund’s investments through Northbound trading under Stock Connect are not covered by Hong Kong’s Investor Compensation Fund. Hong Kong’s Investor Compensation Fund is established to pay compensation to investors of any nationality who suffer pecuniary losses as a result of default of a licensed intermediary or authorised financial institution in relation to exchange-traded products in Hong Kong.

Since default matters in the Northbound Trading Link via Stock Connect does not involve products listed or traded in SEHK or Hong Kong Futures Exchange Limited, they will not be covered by the Investor Compensation Fund.

Since the Fund is carrying out Northbound trading through securities brokers in Hong Kong but not the PRC brokers, they are not protected by the China Securities Investor Protection Fund.

Corporate actions and shareholders’ meetings

Notwithstanding the fact that HKSCC does not claim proprietary interests in the SSE Securities and SZSE Securities held in its omnibus stock account in ChinaClear, ChinaClear as the share registrar for

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SSE and SZSE, listed companies will still treat HKSCC as one of the shareholders when it handles corporate actions in respect of such SSE Securities and SZSE Securities.

HKSCC will monitor the corporate actions affecting SSE Securities and SZSE Securities and keep the

relevant brokers or custodians participating in CCASS (“CCASS participants”) informed of all such corporate actions that require CCASS participants to take steps in order to participate in them.

SSE-/SZSE-listed companies usually announce information regarding their annual general meetings/extraordinary general meetings about two to three weeks before the meeting date. A poll is called on all resolutions for all votes. HKSCC will advise CCASS participants of all general meeting details such as meeting date, time, venue and the number of resolutions.

The HKSCC will keep CCASS participants informed of corporate actions of SSE Securities and SZSE Securities (as defined above). Where the articles of association of a listed company do not prohibit the appointment of proxy/multiple proxies by its shareholder, HKSCC will make arrangements to appoint one or more investors as its proxies or representatives to attend shareholders’ meetings when instructed. Further, investors (with holdings reaching the thresholds required under the PRC regulations and the articles of associations of listed companies) may, through their CCASS participants, pass on proposed resolutions to listed companies via HKSCC under the CCASS rules. HKSCC will pass on such resolutions to the companies as shareholder on record if so permitted under the relevant regulations and requirements. Hong Kong and overseas investors (including the Fund) are holding SSE Securities and SZSE Securities traded via Stock Connect through their brokers or custodians, and they will need to comply with the arrangement and deadline specified by their respective brokers or custodians (ie CCASS participants). The time for them to take actions for some types of corporate actions of SSE Securities and SZSE Securities may be very short. Therefore, it is possible that the Fund may not be able to participate in some corporate actions in a timely manner.

Foreign Shareholding Restrictions

CSRC stipulates that, when holding China A shares through Stock Connect, Hong Kong and overseas investors are subject to the following shareholding restrictions:

a) shares held by a single foreign investor (such as the Fund) investing in a listed company must not exceed 10% of the total issued shares of such listed company; and

b) total shares held by all foreign investors (ie Hong Kong and overseas investors) who make investment in a listed company must not exceed 30% of the total issued shares of such listed company.

When the aggregate foreign shareholding of an individual China A shares reaches 26%, SSE or SZSE, as the case may be, will publish a notice on its website (http://www.sse.com.cn/disclosure/diclosure/qfii for SSE and http://www.szse.cn/main/disclosure/news/qfii/ for SZSE). If the aggregate foreign shareholding exceeds the 30% threshold, the foreign investors concerned will be requested to sell the shares on a last-in-first-out basis within five trading days.

Operational risk

Stock Connect provides a channel for investors from Hong Kong and overseas to access the China stock markets directly.

Stock Connect is premised on the functioning of the operational systems of the relevant market participants. Market participants are able to participate in this programme subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant exchange and/or clearing house.

Market participants generally have configured and adapted their operational and technical systems for the purpose of trading China A shares through Stock Connect. However, it should be appreciated that the securities regimes and legal systems of the two markets differ significantly and in order for the program to operate, market participants may need to address issues arising from the differences on an on-going basis.

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Further, the “connectivity” in Stock Connect requires routing of orders across the border. SEHK has set

up an order routing system (“China Stock Connects System”) to capture, consolidate and route the cross boundary orders input by exchange participants). There is no assurance that the systems of the SEHK and market participants will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems failed to function properly, trading in both markets through the programme could be disrupted. The Fund’s ability to access the China A share market (and hence to pursue its investment strategy) will be adversely affected.

Regulatory risk

Stock Connect will be subject to regulations promulgated by regulatory authorities and implementation rules made by the stock exchanges in the PRC and Hong Kong. Further, new regulations may be promulgated from time to time by the regulators in connection with operations and cross-border legal enforcement in connection with cross-border trades under Stock Connect.

It should be noted that the current regulations and rules on Stock Connect are subject to change which may have potential retrospective effect. There can be no assurance that Stock Connect will not be abolished. The Fund, which may invest in the PRC markets through Stock Connect, may be adversely affected as a result of such changes.

Suspension risk

Each of the SEHK, SSE and SZSE reserves the right to suspend Northbound and/or Southbound trading if necessary for ensuring an orderly and fair market and that risks are managed prudently. Consent from the relevant regulator would be sought before a suspension is triggered. Where a suspension in the Northbound trading through the Connect Schemes is effected, the Fund’s ability to access the PRC market will be adversely affected.

Restrictions on selling imposed by front-end monitoring

PRC regulations require that before an investor sells any share, there should be sufficient shares in the account; otherwise SSE or SZSE will reject the sell order concerned.

SEHK will carry out pre-trade checking on China A shares sell orders of its participants (ie the stock brokers) to ensure there is no over-selling.

Generally, if the Fund desires to sell certain China A shares it holds, it must transfer those China A shares to the respective accounts of its brokers before the market opens on the day of selling (“trading day”). If it fails to meet this deadline, it will not be able to sell those shares on the trading day. Because of this requirement, the Fund may not be able to dispose of holdings of China A shares in a timely manner.

However, the Fund may request a custodian to open a special segregated account (“SPSA”) in CCASS to maintain its holdings in China A shares under the enhanced pre-trade checking model. Each SPSA will be assigned a unique “Investor ID” by CCASS for the purpose of facilitating China Stock Connects System to verify the holdings of an investor such as the Fund. Provided that there is sufficient holding in the SPSA when a broker inputs the Fund’s sell order, the Fund will be able to dispose of its holdings of China A shares (as opposed to the practice of transferring China A shares to the broker’s account under the current pre-trade checking model for non-SPSA accounts). Opening of the SPSA accounts for the Fund will enable it to dispose of its holdings of China A shares in a timely manner.

Differences in trading days

The Connect Schemes will only operate on days when both the PRC and the Hong Kong stock markets are open for trading and when banks in both markets are open on the corresponding settlement days. So it is possible that there are occasions when it is a normal trading day for the PRC stock markets but Hong Kong investors (such as the Fund) cannot carry out any China A shares trading. Due to the differences in trading days, the Fund may be subject to a risk of price fluctuations in China A shares on a day that the PRC stock markets are open for trading but the Hong Kong stock market is closed.

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Recalling of eligible stocks

When a stock is recalled from the scope of eligible stocks for trading via the Connect Schemes, the stock can only be sold but restricted from being bought. This may affect the investment portfolio or strategies of the Fund, for example, when the Fund wishes to purchase a stock which is recalled from the scope of eligible stocks.

Risks associated with the Small and Medium Enterprise Board of the SZSE (“SME Board”)

and/or ChiNext Board

The Fund may have exposure to stocks listed on SME Board and/or ChiNext Board.

Higher fluctuation on stock prices

Listed companies on the SME Board and/or ChiNext Board are usually of emerging nature with smaller operating scale. Hence, they are subject to higher fluctuation in stock prices and liquidity and have

higher risks and turnover ratios than companies listed on the Main Board of the SZSE (“Main Board”).

Over-valuation risk

Stocks listed on SME Board and/or ChiNext Board may be overvalued and such exceptionally high valuation may not be sustainable. Stock price may be more susceptible to manipulation due to fewer circulating shares.

Differences in regulation

The rules and regulations regarding companies listed on ChiNext Board are less stringent in terms of profitability and share capital than those in the Main Board and SME Board.

Delisting risk

It may be more common and faster for companies listed on the SME Board and/or ChiNext Board to delist. This may have an adverse impact on the Fund if the companies that it invests in are delisted.

Investments in the SME Board and/or ChiNext Board may result in significant losses for the Fund and its investors.

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SUBSCRIPTIONS

The Fund is offering 8 Classes of Shares (the "Classes") as set out in the table below:

Share

Class

Curren

cy

Distributing/N

on

Distributing

Minimum

Initial

Investment

Minimum

Holding

Amount

Management

Fee per

Annum

Performance

Fee per

Annum

A USD Non-distributing

No Minimum No Minimum 1% See below

B EUR Non-distributing

No Minimum No Minimum 1% See below

C GBP Non-distributing

No Minimum No Minimum 1% See below

D GBP Non-distributing

No Minimum No Minimum 1% See below

E CHF Non-distributing

No Minimum No Minimum 1% See below

F JPY Non-distributing

No Minimum No Minimum 1% See below

G USD Staff Non-distributing

No Minimum No Minimum No fees No fees

H GBP Staff Non-distributing

No Minimum No Minimum No fees No fees

The Directors are given authorisation to effect the issue of Shares of any Class and to create new Classes on such terms as they may from time to time determine in accordance with the Central Bank's requirements.

Class D Shares will comply with the guidance set out in the retail distribution review conducted by the Financial Conduct Authority concerning advisor charging and remuneration, such that no commission will be payable by the Investment Manager to distribution agents and advisors.

Currency Hedging Transactions

Investment Level hedging

Provided that forward currency contracts (which may be exchange traded or traded over-the-counter) are available on a timely basis as and when required and on acceptable terms, the Fund may seek to hedge against currency fluctuations in non-USD denominated portfolio investments for all Classes.

Share Class Level Hedging

In the case of the Class B, Class C, Class E, Class F and Class H the Fund will also seek to hedge against currency risk arising from those Shares being designated in a currency other than the Base Currency. There can be no assurance that such hedging transactions will be effective so far as the Shareholders of the relevant Classes are concerned.

As set out under "Share Currency Designation Risk" in the Prospectus, a Class may not be leveraged as a result of the use of such hedging techniques and instruments; the value of the over-hedged positions may be up to but may not exceed 105% of the Net Asset Value attributable to the relevant Class. While it is not the intention of the Fund to have over or under hedged positions, this may arise due to circumstances outside the Fund's control. Hedged positions will be kept under review to ensure that over-hedged positions do not exceed the permitted level. Positions in excess of 100% will not be carried forward from month to month. Shareholders of the Class may be exposed to fluctuations in the Net Asset Value per Share reflecting the gain/loss on and the costs of the relevant financial instruments.

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The Investment Manager shall ensure that under-hedged positions of any Class do not fall short of 95% of the portion of the Net Asset Value of the Class which is to be hedged and keep any under-hedged position under review to ensure it is not carried forward from month to month.

Initial Offer Period

The initial offer period for Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class H

commenced at 9am on 16 October 2019 and will end at 5pm on 20 October 2020 (the "Initial Offer

Period") or such other dates as any one Director may determine in accordance with the requirements of the Central Bank.

Initial Offer Price

During the Initial Offer Period, Class A and Class G will be available for subscription at $100 per Share; Class B will be available for subscription at €100 per Share; Class C, Class D and Class H will be available for subscription at £100 per Share; Class E will be available for subscription at CHF100 per

Share; and Class F will be available for subscription at JPY100 per Share (the "Initial Offer Price").

Subsequent Dealing

After the Initial Offer Period the Classes will be issued at the Net Asset Value per Share calculated at the Valuation Point and adding thereto such sum as the Directors in their absolute discretion may from time to time determine as an appropriate provision for Duties and Charges, to include any sales charge as set out below, and such other adjustment as the Directors may from time to time determine.

In order to receive Shares at the Net Asset Value per Share as of any particular Dealing Day, the Application Form, which may be posted or sent by facsimile, must be received no later than the Dealing Deadline with cleared subscription monies to be received within 3 Business Days of the relevant Dealing Day. Applications received after such time will be held over until the following Dealing Day. The Administrators contact details are set out in the Application Form.

Subscriptions for Class A and Class G must be in US Dollars; Class B must be in Euro; Class C and Class D and Class H must be in Pounds Sterling; Class E must be in Swiss Franc and Class F must be in the Japanese Jen. No credit interest will accrue on subscription monies received prior to the deadline.

Subscriptions for any Classes should be made by electronic transfer to the account as specified in the Application Form.

Subscriptions may also be effected by such other means, including electronically, as the Company, with the consent of the Administrator may prescribe from time to time where such means are in accordance with the requirements of the Central Bank and where the Prospectus and Supplement have been updated in advance to provide for this.

It should be noted that the details for each Class set out in the table above include the minimum initial and the minimum holding amounts. These amounts may be reduced or waived at the discretion of the Directors or the Investment Manager. No partial redemption requests may be received for an amount of less than the minimum holding amounts set out above and any partial redemption which does not satisfy this requirement shall be treated as a request by the Shareholder to redeem all of its Shares in the relevant Class.

REDEMPTIONS

Redemption of Shares

Shareholders may request the Fund to redeem their Shares on and with effect from any Dealing Day at the Net Asset Value per Share less any applicable Duties and Charges, to include any redemption fee as set out below, calculated at the Valuation Point immediately preceding the relevant Dealing Day (subject to such adjustments, if any), as may be specified including, without limitation, any adjustment

16 9610594.4 A3235.I00777

required for redemption charges as described under the section of the Prospectus entitled “Fees and Expenses” in accordance with the redemption procedures specified below.

Redemption requests should be made on the Redemption Form (available from the Administrator) which should be posted or sent by facsimile to the Administrator no later than the Dealing Deadline. The address for the Administrator is set out in the Redemption Form. Subject to the foregoing, and to the receipt of the original Application Form and all anti-money laundering documentation and completion of all anti-money laundering checks, redemption proceeds will be paid by electronic transfer to the Shareholder’s account specified in the Application Form within 3 Business Days from the deadline for receipt of redemption requests. Redemptions will not be processed on accounts where there are outstanding anti-money laundering documentation requirements.

Redemptions may also be effected by such other means, including electronically, as the Company, with the consent of the Administrator, may prescribe from time to time where such means are in accordance with the requirements of the Central Bank and where the Prospectus and Supplement have been updated in advance.

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SWITCHING BETWEEN SHARE CLASSES

A Share exchange may be effected by way of a redemption of Shares of one Class and a simultaneous subscription at the most recent Net Asset Value per share for shares of the other Class. The general provisions and procedures relating to redemptions and subscriptions for shares as set out above will apply. Redemption proceeds will be converted into the other currency at the rate of exchange available to the Administrator and the cost of conversion will be deducted from the amount applied in subscribing for shares of the other Class.

An exchange fee of 1% of the redemption proceeds of the Class which is being exchanged with another Class of the Fund may be payable on each exchange. If the exchange fee is charged, then the redemption proceeds of the Class which is being exchanged will be reduced by the amount of the exchange fee and the net amount applied in subscribing for Shares of the other Class. The Directors or their delegates may waive the payment of the exchange fee at their discretion. Where charged, the exchange fee will be retained by the Company.

DIVIDEND POLICY

There will be no dividend distributions in respect of the Classes. Accordingly, any net investment income and net gains attributable to each Class will be accumulated daily in the respective Net Asset Value per Share of each respective Class.

If the dividend policy of a Class should change, full details will be provided in an updated Supplement and all Shareholders will be notified in advance.

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FEES AND EXPENSES

Establishment Expenses

The establishment costs of the Fund will not exceed €25,000. These costs will be borne by the Fund and will be amortised over the first 5 financial years of the Fund following its approval by the Central Bank or such other period as may be determined by the Directors or their delegates.

Investment Management Fee

The Investment Manager will be entitled to the following investment management fee (the "Investment

Management Fee") payable out of the assets of the Fund in relation to the Shares as follows:

An investment management fee calculated by the Administrator accruing at each Valuation Point and payable monthly in arrears at a rate of 1% per annum of the Net Asset Value of Class A, Class B, Class C, Class D, Class E and Class F Shares.

Administration Fees

The Administrator will be paid a monthly fee not to exceed 0.07% per annum, exclusive of VAT, of the entire Net Asset Value of the Fund subject to a minimum annual fee, exclusive of out-of-pocket expenses of up to €36,000. The Administrator will also be reimbursed out of the assets of the Fund for reasonable out-of-pocket expenses incurred by the Administrator. The fees and expenses of the Administrator will accrue at each Valuation Point and are payable monthly in arrears.

Depositary Fees

The Depositary will be paid a fee not to exceed 0.025% per annum of the Net Asset Value of the Fund (together with VAT, if any, thereon), exclusive of any transaction charges (plus VAT, if any) and any out-of-pocket expenses subject to a minimum annual fee of up to €21,600. The Depositary will also be paid out of the assets of the Fund for reasonable out-of-pocket expenses incurred by them and for the reasonable fees and customary agent's charges paid by the Depositary to any sub-custodian (which shall be charged at normal commercial rates) together with value added tax, if any, thereon. The fees and expenses of the Depositary shall accrue daily and be calculated monthly based on the Net Asset Value of the Fund on the last Dealing Day of each calendar month and shall be payable monthly in arrears.

Performance Fees

The Fund shall pay to the Manager a performance fee (the "Performance Fee") in respect of the Class A, Class B, Class C, Class D, Class E and Class F Shares of the Fund. The Performance Fee in respect of the relevant Class will be calculated in respect of each financial period of the Company ending on the last Business Day in December in each year (each a

"Calculation Period"). The first Calculation Period in respect of Class A, Class B, Class C, Class D and Class F Shares is the period commencing on the First Dealing Day after the Initial Offer Period closes and ending on the last Business Day in December 2019. The Performance Fee will accrue on each Valuation Point and the accrual will be reflected in the Net Asset Value per Share of the relevant Class. The Net Asset Value attributable to the relevant Class on the First Dealing Day is considered the Hurdle Rate Adjusted Net Asset Value at the beginning of the first Calculation Period. The Performance Fee is payable on the last Dealing Day in each Calculation Period, or if the relevant Class is terminated before the end of a Calculation Period, the Dealing Day on which the final redemption of Shares takes place, or in the case of Shares redeemed during a Calculation Period, the accrued Performance Fee in respect of those Shares will be payable within 14 calendar days of the

date of redemption (each a "Payment Date").

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If at the end of the relevant Calculation Period, the Net Asset Value attributable to the relevant Class exceeds the Hurdle Rate Adjusted Net Asset Value (as defined below) of such Class, a Performance Fee of 20% shall be chargeable on the amount by which such Net Asset Value of such Class exceeds the Hurdle Rate Adjusted Net Asset Value of such Class. For the avoidance of doubt, the Performance Fee will be payable on the relative return of the relevant Class against the Hurdle Rate (as defined below). Furthermore, the Performance Fee is payable on the outperformance of the Hurdle Rate and not the Net Asset Value per Share of the relevant Class. The Performance Fee will only be payable in the event of positive performance by the Fund and is capped at 20% of absolute performance of the Fund. The use of a Hurdle Adjusted Net Asset Value ensures that investors will not be charged a Performance Fee until any previous shortfalls relative to the Hurdle Adjusted Net Asset Value are recovered.

The "Hurdle Rate" means the return of the MSCI ACWI (USD) Index, an index which is relevant in the context of the investment policy of the Fund in that it is composed of a broad spectrum of equities from both developed and Emerging Markets listed on international stock exchanges, and is adjusted for any impact arising from withholding taxes on distributions. The MSCI ACWI (USD) Index has been chosen as the most appropriate index for the Fund as the holdings of billionaires represent a vast range of global publically listed equities and the MSCI ACWI (USD) Index is a global index covering a vast range of global publically listed companies which include companies held by the billionaires.

The "Hurdle Rate Adjusted Net Asset Value" of a Class is the Net Asset Value of the Class as at the end of the last Calculation Period after which a Performance Fee was paid, increased on each Dealing Day by the value of any subscriptions and reduced pro rata by the value of any redemptions on each Dealing Day, and increased or reduced by the Hurdle Rate over the course of such period. Any underperformance against the Hurdle Rate in preceding Calculation Periods will be clawed back before any Performance Fee becomes payable in a subsequent Calculation Period. For the avoidance of doubt, any Performance Fee payable in relation to a given Calculation Period will not be clawed back. For the purposes of the Performance Fee calculation, the Net Asset Value shall be calculated before the deduction of any accrual for Performance Fee for that Calculation Period, other than Performance Fee accrued in relation to the Class in respect of redemptions during the Calculation Period but not yet paid. The Depositary shall verify the accrual and calculation of the Performance Fee as at each Payment Date. Where Performance Fees are payable in respect of the relevant Class, these will be based on net realised and net unrealised gains and losses as at each Payment Date. As a result, Performance Fees may be paid on unrealised gains which may subsequently never be realised. The Performance Fee is levied on Classes A,B,C,D,E and F Shares of the Fund only and measured on the performance of Classes A,B,C,D,E and F respectively. The Performance Fee shall be paid to the Manager and shall, for the avoidance of doubt, be payable from the assets of the Fund. No Performance Fee is payable in respect of the Classes G and H Shares. Sales Charge

Shareholders will be charged an initial sales charge of up to 5%, which the Company (or its delegates including the Investment Manager) may waive at its discretion.

Redemption Fee

Shareholders will be charged a redemption fee of up to 3%, which the Company (or its delegates including the Investment Manager) may waive at its discretion.

20 9610594.4 A3235.I00777

Other fees and expenses

The Company will also reimburse the Investment Manager for its reasonable out-of-pocket expenses incurred by the Investment Manager. Such out-of-pocket expenses may include the preparation of marketing material and portfolio reports provided that they are charged at normal commercial rates and incurred by the Investment Manager in the performance of its duties under the Investment Management Agreement.

The Investment Manager has capped the total fees of the Fund for each Shareholder at 2.5% of NAV,

except Shareholders of Class D, for whom the total fees are capped at 2.95% of NAV (the "Fee Cap"), subject to the Fund's NAV being below $20 million at the time when the Investment Management Fee

is payable (the "NAV Threshold"). If the total fees of the Fund exceed the Fee Cap and the NAV Threshold is met, the Investment Manager will rebate each Shareholder, out of its own assets, for the excess of fees paid by each Shareholder over the Fee Cap.

The Investment Manager may from time to time and at its sole discretion and out of its own resources decide to pay rebates/retrocessions to some or all Shareholders or to the Company out of the Investment Management Fee or Performance Fee that it receives.

All fees payable to the Investment Manager will be paid in the Base Currency of the Fund. The Fund shall bear the cost of any Irish value added tax applicable to any amount payable to the Investment Manager.

The other fees and expenses of the Company and the Fund are set out in the Prospectus under the

heading “Fees and Expenses”.