Waystone ETF ICAV – Extraordinary General Meeting of the Shareholders of FlexShares Listed Private Equity UCITS ETF

PR Newswire

LONDON, United Kingdom, January 28

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular (the «Circular») is sent to you as a Shareholder of FlexShares
Listed Private Equity UCITS ETF, a sub-fund of Waystone ETF ICAV. It is
important and requires your immediate attention. If you are in any doubt as to
the action you should take you should seek advice from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser. This Circular
and the changes it proposes have not been reviewed by the Central Bank of
Ireland (the «Central Bank») and it is possible that changes may be necessary to
meet the requirements of the Central Bank. The Directors accept responsibility
for the information contained in this Circular.

_________________________________________________________________________________

Waystone ETF ICAV

EXTRAORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF

FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF

28 JANUARY 2026

If you have sold or transferred your shares in the Fund, please pass this
document at once to the purchaser or transferee or to the stockbroker, bank or
other agent through whom the sale or transfer was effected, for transmission to
the purchaser or transferee as soon as possible.

WAYSTONE ETF ICAV

Registered Office: 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0, Ireland

An open-ended umbrella Irish collective asset-management vehicle with segregated
liability between sub-funds formed in Ireland under the Irish Collective Asset
-management Vehicles Act 2015 and authorised by the Central Bank as a UCITS
pursuant to the UCITS Regulations

Unless otherwise defined herein, all capitalised terms used herein shall bear
the same meaning as capitalised terms used in the latest prospectus of Waystone
ETF ICAV (the «ICAV») dated 15 July 2024 (the «Prospectus»). A copy of the
Prospectus is available upon request during normal business hours from the ICAV
or from the local representative of the ICAV in any jurisdiction in which the
ICAV is registered for public distribution.

The Directors of the ICAV accept responsibility for the information contained in
this document. 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.

RE:FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF (the «Fund»)

Notification of change of name of the Fund and of an extraordinary general
meeting to change the investment objective and policy of the Fund.

Dear Shareholder,

1. INTRODUCTION

The ICAV is authorised by the Central Bank pursuant to the European Communities
(Undertakings for Collective Investment in Transferable Securities) Regulations
2011, as amended. The ICAV is organised as an umbrella fund with segregated
liability between sub-funds and the Fund is a sub-fund of the ICAV.

The purpose of this letter is to notify you of:

(i) a change in name of the Fund; and

(ii) an extraordinary general meeting («EGM») to consider, and
vote on, a proposed material amendment to the investment objective and policy of
the Fund (the «Material Change»).

2. CHANGE OF NAME OF THE FUND

It is intended to change the name of the Fund to «Northern Trust Listed Private
Equity UCITS ETF» to reflect the 2026 rebranding of «FlexShares» to «Northern
Trust ETFs».

3. MATERIAL CHANGE TO INVESTMENT OBJECTIVE AND POLICY AND REFERENCE INDEX

3.1 Change to Investment Objective and Policy

The current investment objective of the Fund is to closely match the risk and
return characteristics of the Foxberry Listed Private Equity SDG Screened USD
Net Total Return Index (the «Existing Index»).

The Existing Index is provided by Foxberry Limited («Foxberry»). In April 2024,
MSCI, Inc acquired Foxberry and, in connection with such acquisition, Foxberry
has informed the ICAV that it will not continue to provide the Existing Index.

Therefore, it is proposed that the Fund’s investment objective be changed such
that the Fund will aim to closely match the risk and return of listed equity
securities that represent the performance of companies associated with private
equity investing. The Fund’s investment policy shall be updated to reflect that
it shall seek to achieve its investment objective by investing in transferable
securities that as far as possible and practicable consists of the component
securities of the MSCI World IMI Listed Private Equity Select (USD Net Total
Return) Index (the «New Index»).

The consequent changes to the Fund’s investment policy resulting from the change
to the New Index relate to the descriptions by MSCI (the «Index Provider»), of
the Index Provider’s process for compiling the New Index, the weighting of its
constituents and the ESG exclusions applied by the Index Provider.

The New Index is designed to reflect the risk and return characteristics of the
leading listed private equity companies that invest in transferable securities
such as common stock, depositary receipts, preferred shares, warrants (not more
than 5% of the Fund’s Net Asset Value), and convertible securities (such as
convertible preference shares, share purchase rights and bonds convertible into
common or preferred shares). Each such constituent of the New Index is required
to meet the specific size, liquidity and business activity requirements and be
operating or be established in developed markets, as determined by the Index
Provider.

The anticipated tracking error and the risk profile of the Fund are expected to
remain the same, following the transition to the New Index. The Total Expense
Ratio will not change as a result of the proposed change to the New Index.
Shareholders should note that Northern Trust Global Investments Limited (the
«Investment Manager») will be responsible for all legal, procedural, stock
exchange related and service provider costs incurred in respect of the Material
Change. The costs associated with the rebalancing of the Fund to the New Index
will be borne by the Fund.

For avoidance of doubt, the Material Change will also not alter the Fund’s
Article 6 classification under SFDR.

Further information on the limits applied are provided under the Appendix
«Special Business – Ordinary Resolution» attached to this Circular. Further
information regarding the index change can be found at
https://foxberry.com/press_releases/Foxberry_Listed_Private_Equity_SDG_Screened_I
ndex_Migration_Dec_2025.pdf (https://eur06.safelinks.protection.outlook.com/?url=
https%3A%2F%2Ffoxberry.com%2Fpress_releases%2FFoxberry_Listed_Private_Equity_SDG_
Screened_Index_Migration_Dec_2025.pdf&data=05%7C02%7Cronan.mcgoldrick%40arthurcox
.com%7C6fc0fb56cd57447712f408de55110e58%7Cc7b69303dcf0406d9713893cb2b4184a%7C0%7C
0%7C639041729582064731%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLj
AuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=BdL
w%2BptNLvepdnnr6KmRoABFv2cMha5M2mOnYEdBVAU%3D&reserved=0).

Investors should note that:

Subject to approval by the Shareholders, the changes will be effective on or
around 2 March 2026. In the event that the Shareholders decide to vote against
the Material Change, and the resolution is not passed, the Board will consider
the appropriate course of action in the best interests of Shareholders.

3.2 Notice of EGM to Consider and Vote on the Material Change

In order to obtain approval for the Material Change, the Board has decided to
convene an EGM of the Fund at which a resolution to approve the Material Change
will be proposed. You will find attached to this letter a notice of EGM («Notice
of EGM») which will be held at the offices of Waystone Management Company (IE)
Limited, 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0, Ireland on 13
February 2026, at 1pm (Irish time). The proposed change can only be introduced
with the approval of a simple majority of votes cast by Shareholders attending
and voting in person or by proxy at the EGM at which the resolution is
proposed.

Subject to Shareholder approval being obtained, this change will take effect
from the date of issuance of an updated supplement. This is expected to occur on
or around 2 March 2026 (the «Effective Date»).

Investors should note that the supplement for the Fund (the «Supplement»), the
Key Investor Information Document («UCITS KIID») and the Key Information
Document («PRIIPS KID») will be updated at the Effective Date or as soon as
possible thereafter, subject to the approval by the Central Bank of Ireland and
subject to any changes as may be required by the Central Bank of Ireland. The
Supplement, the UCITS KIID, the PRIIPS KID, the instrument of incorporation as
well as the annual and interim financial reports relating to the ICAV can be
obtained free of charge from the registered office of the European Facilities
Agent, Waystone Centralised Services (IE) Limited, 4th Floor, 35 Shelbourne
Road, Ballsbridge, Dublin 4, Ireland.

3.3 Proxy Form / Shareholders unable to attend the EGM

Please note that you are only entitled to attend and vote at the Meeting (or any
adjournment thereof) if you are a registered shareholder. As the sub-funds in
the Company use the International Central Securities Depositary («ICSD») model
of settlement and Citivic Nominees Limited is the sole registered shareholder of
shares in the Fund under the ICSD settlement model (the «Registered
Shareholder»), investors in the Fund should submit their voting instructions
through the relevant ICSD or the relevant participant in an ICSD (such as a
local central securities depositary, broker or nominee). If any investor has
invested in the Fund through a broker/dealer/other intermediary, the investor
should contact this entity to provide voting instructions.

The form of proxy accompanying the Notice of EGM should be completed and
returned in accordance with the instructions thereon, so as to be received by
post to the Company Secretary, Waystone Management Company (IE) Limited, 35
Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0, Ireland. Alternatively,
Shareholders may send their proxies by email to [email protected], as
soon as possible and in any event, not later than 48 hours before the time fixed
for the holding of the EGM. Completion and return of a form of proxy will not
preclude a Shareholder from attending and voting in person at the EGM.

3.4 Repurchase of Shares

Should you wish to redeem your shareholding as a result of the Material Change,
you may do so in accordance with the dealing provisions outlined in the
Prospectus and Supplement.

4. RECOMMENDATION

The Directors believe that the Material Change is in the best interests of the
Shareholders of the Fund as a whole and, accordingly, recommend that you vote in
favour of the proposed resolution.

5. PUBLICATION OF RESULT

The result of the EGM will be announced through the regulatory news service on
Euronext Dublin website and will be published in an appropriate manner in each
of the other jurisdictions in which the Fund is listed on a stock exchange.

Should you have any questions relating to these matters, you should either
contact us at the above address or alternatively you should contact your
investment consultant.

Yours sincerely,

________________

Director

for and on behalf of

Waystone ETF ICAV

WAYSTONE ETF ICAV

(the «ICAV»)

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF

FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF

(THE «FUND»)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt about the course of action to take, you should consult your
stockbroker, solicitor, accountant or other professional advisor.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting («EGM») of the
shareholders of the Fund will be held at the offices of Waystone Management
Company (IE) Limited, 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0,
Ireland on 13 February 2026, at 1pm (Irish time) to consider and, if thought
fit, pass the resolution set out below as an Ordinary Resolution. Also enclosed
is a proxy appointment form in order for you to cast your votes on the matters
to be voted on at the EGM. Only those Shareholders registered as shareholders of
the Fund shall have the right to participate and vote in the EGM for the Fund.

Ordinary Resolution: To approve the amendments to the investment objective and
investment policy of the Fund as detailed in the appendix «Special Business –
Ordinary Resolution» attached hereto.

__________________________________

For and on behalf of The Board

Registered Office:

35 Shelbourne Road

Ballsbridge Dublin 4

D04 A4E0

Ireland

Registration Number: C432491

28 January 2026

Notes:

1. The Resolution is proposed as an ordinary resolution. For an ordinary
resolution to be passed, not less than 50 per cent. of the total number of votes
cast by Shareholders being entitled to vote (by proxy or in person) must be in
favour of the resolution.

2. Shareholders of the Fund are entitled to attend and vote at the
Extraordinary General Meeting of the Fund. A Shareholder may appoint a proxy or
proxies to attend, speak and vote instead of the Shareholder. A proxy need not
be a Shareholder of the Fund or the ICAV.

3. A form of proxy is enclosed for the use of Shareholders unable to attend the
meeting. Proxies must be sent to the Company Secretary, Waystone Management
Company (IE) Limited, 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0,
Ireland. Alternatively, Shareholders may send their proxies by email
[email protected]. To be valid, proxies and any powers of attorney
under which they are signed must be received by the Secretary not less than 48
hours before the time appointed for the holding of the meeting.

WAYSTONE ETF ICAV

(The «ICAV»)

FORM OF PROXY

extraordinary GENERAL MEETING OF SHAREHOLDERS OF

FLEXSHARES LISTED PRIVATE EQUITY UCITS ETF

(THE «FUND»)

I/We…………………………………………………………………..
…………………………………………………………

(Block letters)

of…………………………………………………………………….
…………………………………………………………………………………..

being (a) member(s) of FlexShares Listed Private Equity UCITS ETF, appoint the
Chairperson of the meeting or failing him/her appoint an authorised
representative of Waystone Management Company (IE) Limited OR failing him/her
(see note (h)).

………………………………………………………………………
…………………………………………………………………………………..
.

(Block letters)

of…………………………………………………………………….
……………………………………………………………

as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary
General Meeting of the Fund to be held at the offices of Waystone Management
Company (IE) Limited, 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0,
Ireland on 13 February 2026, at 1pm (Irish time) and at any adjournment
thereof.

Please indicate with a tick () in the spaces provided how you wish your votes
to be cast, otherwise your proxy will vote as he/she thinks fit. In the event
that an authorised representative of Waystone Management Company (IE) Limited is
appointed as a proxy, such proxy will vote as indicated above and the
shareholder hereby indemnifies the authorised representative of Waystone
Management Company (IE) Limited for any losses or liability such representative
of Waystone Management Company (IE) Limited may suffer as a result of it acting
in good faith in the exercise of this proxy.

ORDINARY RESOLUTION FOR ABSTAIN AGAINST
That the investment objective and policy of the Fund be
amended as detailed in the appendix «Special Business –
Ordinary Resolution» attached hereto.

Dated:

_____________________________________________________

Name and Address of ShareholderSignature of Shareholder

_____________________________________________________

Name and Address of ShareholderSignature of Shareholder

_____________________________________________________

Name and Address of ShareholderSignature of Shareholder

_____________________________________________________

Name and Address of ShareholderSignature of Shareholder

Notes:

(a) A Shareholder must insert his full name and registered
address in type or block letters. In the case of joint accounts the names of all
holders must be stated.

(b) If it is desired to appoint some other person as proxy, the
name of the proxy must be inserted in the space provided instead of the option
provided which should be deleted.

(c) If either (i) a Shareholder does not propose to exercise all
of the voting rights to which the Shareholder is entitled or (ii) a Shareholder
proposes to exercise voting rights both for and against a resolution, in order
for a proxy to be valid, the proxy must state (i) the name of the Fund in
respect of which the Shareholder is exercising voting rights, (ii) the number of
Shares in respect of which the votes are being cast and (iii) whether the votes
are being cast for or against the resolution.

(d) The proxy form must:

(i) in the case of an individual Shareholder be signed by the
Shareholder or his attorney; and

(ii) in the case of a corporate Shareholder be given either under its
common seal or signed on its behalf by an attorney or by a duly authorised
officer of the corporate Shareholder.

(e) In the case of joint holders the vote of the senior who
tenders a vote whether in person or by proxy shall be accepted to the exclusion
of the votes of the other joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the register of members in
respect of the joint holding.

(f) To be valid this proxy form and any power of attorney under
which it is signed must reach the Company Secretary, Waystone Management Company
(IE) Limited, 35 Shelbourne Road, Ballsbridge, Dublin 4, D04 A4E0, Ireland.
Alternatively, Shareholders may send their proxies by email to
[email protected]. To be valid, proxies and any powers of attorney under
which they are signed must be received by the Company Secretary not less than 48
hours before the time appointed for the holding of the meeting.

(g) A proxy need not be a shareholder of the Fund or the ICAV but
must attend the meeting in person to represent you.

(h) In the event that an authorised representative of Waystone
Management Company (IE) Limited is appointed as a proxy, such proxy will vote as
indicated above. In the absence of any direction the proxy will vote in favour
of the resolutions. The shareholder hereby indemnifies Waystone Management
Company (IE) Limited and its authorised representatives for any losses or
liability incurred as a result of acting in good faith in the exercise of this
proxy.

Appendix

Special Business – Ordinary Resolution

To consider and, if thought fit, to pass the following as an Ordinary
Resolution:

That the investment objective and policy of the Fund be deleted and replaced in
its entirety with the following:

Investment Objective, Investment Policies and Index Tracking Strategy

Investment Objective

The investment objective of the Fund is to closely match the risk and return of
listed equity securities that represent the performance of companies associated
with private equity investing, less the fees and expenses of the Fund.

Investment Policy

The Fund is passively managed.

In order to achieve this objective, the Fund will invest in a diversified
portfolio of Transferable Securities (as defined below) that as far as possible
and practicable consists of the component securities of the MSCI World IMI
Listed Private Equity Select (USD Net Total Return) Index (the «Reference
Index»).

Such transferable securities shall include common stock, depositary receipts,
preferred shares, warrants (not more than 5% of the Fund’s Net Asset Value), and
convertible securities (such as convertible preference shares, share purchase
rights and bonds convertible into common or preferred shares) (together,
«Transferable Securities»).

The Fund will seek to replicate as closely as possible the constituents of the
Reference Index by holding all the securities comprising the Reference Index in
similar proportion to their weightings in the Reference Index and, when doing
so, is permitted to avail of the higher investment limits set out in Appendix I
of the Prospectus for replicating index funds in accordance with Regulation 71
of the UCITS Regulations. It will do so by investing primarily in a portfolio of
equity securities that, as far as possible and practicable, consists of the
component securities of the Reference Index in similar proportions to their
weightings in the Reference Index and may have exposure to or invest directly up
to 20% of its Net Asset Value in shares issued by the same body, which limit may
be raised to 35% for a single issuer in exceptional market conditions, including
(but not limited to) circumstances in which such issuer occupies a dominant
market position. These increased limits may only be utilised where the Fund is
investing directly in the constituents of the Reference Index.

It may not always be possible or practicable to purchase each and every
constituent of the Reference Index in accordance with the weightings of the
Reference Index, or doing so may be detrimental to holders of Shares in the
relevant Fund (for example, where there are considerable costs or practical
difficulties involved in compiling a portfolio of securities in order to
replicate the Reference Index, or in circumstances where a security in the
Reference Index becomes temporarily unavailable or less liquid, or as a result
of legal restrictions that apply to the Fund but not to the Reference Index). In
these circumstances, the Investment Manager may use a number of techniques,
including purchasing securities which are not constituents of the Reference
Index, whose returns, individually or collectively, are considered by the
Investment Manager to be well-correlated to the constituents of the Reference
Index.

The Transferable Securities shall be listed on stock exchanges or regulated
markets in countries (within the list of Markets set out in Appendix II of the
Prospectus) comprised within the Reference Index, details of which are set out
under the heading Reference Index Description above.

Where direct access to the equity markets in those countries is not practicable,
indirect exposure may be achieved through investment in Transferable Securities
listed on markets elsewhere.

The Fund may invest in FDI as set out in the section titled «Use of Derivatives,
Efficient Portfolio Management Techniques and Leverage» below.

The Fund may also invest (up to 10% of its Net Asset Value) indirectly in
Transferable Securities comprised within the Reference Index through holdings in
open-ended collective investment schemes (CIS) (including UCITS exchange traded
funds (ETFs)). Any such CIS will have investment objectives which are materially
similar to the Fund.

The Transferable Securities, CIS, other eligible assets (or derivatives thereon)
listed above and any ancillary cash (held for the purposes of efficient
portfolio management and currency hedging) held by the Fund shall constitute the
«Fund Assets» for the purposes of the Prospectus.

Cash Management

The Fund may hold ancillary liquid assets such as cash and a range of
instruments that can be readily converted to cash (including U.S. treasury bills
and government bonds, commercial paper, short term Money Market Instruments and
certificates of deposit). The Investment Manager may also engage in additional
cash management strategies, pending investment, or if this is considered
appropriate to the investment objective, invest on a short term basis in cash,
cash equivalents and Money Market Instruments (including, but not limited to,
U.S. treasury bills, investment grade corporate bonds, cash deposits, commercial
paper, short term money market deposits and certificates of deposit), fixed rate
or floating rate and will be issued or guaranteed by member states of the EEA
and its local authorities or the U.S. government, and supranational bonds issued
by public international bodies (of which one or more of the EEA member states
are members), exchange traded funds or other collective investment schemes. The
Fund may also invest up to 10% of the Net Asset Value of the Fund in aggregate
in UCITS eligible collective investment schemes and exchanged traded funds
(«ETFs»). The Fund will only invest in AIFs that satisfy the conditions applied
from time to time by the Central Bank.

Index Tracking Strategy

The Fund operates an index tracking strategy whereby it seeks to track the risk
and return characteristics of the Reference Index through the investment
directly in assets that are Reference Index constituents (i.e. a physical
replication model).

As the Fund seeks to fully replicate the Reference Index, an investment in the
Fund should be considered to provide a direct exposure to the Reference Index.

In normal market conditions and following the initial ramp up period, the Fund
will seek to match the performance of the Reference Index, with individual
security allocations and weightings matching those of the Reference Index.

As the Fund does not pursue a synthetic index replication strategy, there is no
corresponding counterparty risk related to the index replication strategy.

Further information relevant to the Fund’s investment policy is contained in the
main part of the Prospectus under «Investment Objectives and Policies» and under
«Investment Restrictions».

Financial Derivative Instruments (FDIs)

As further described in the section entitled «Use of Derivatives, Efficient
Portfolio Management Techniques and Leverage» below, the Fund may invest in FDIs
for efficient portfolio management.

Reference Index Description

The Reference Index is designed to reflect the risk and return characteristics
of the leading listed private equity companies that meet the definition of
Transferable Securities, as set out below. It aims to represent the performance
of a set of companies that are associated with private equity investing. Each
such constituent of the Reference Index is required to meet the specific size,
liquidity and business activity requirements and be operating or be established
in developed markets, as determined by MSCI (the «Index Provider»). For the
avoidance of doubt, the Reference Index comprises publicly listed equity
securities and does not provide direct exposure to private equity securities or
investments. By replicating the Reference Index, the Fund invests in publicly
listed equity securities.

Identification of the Universe

In constructing the Reference Index, MSCI draws securities from the below Global
Industry Classification Standard (GICS®) sub-industries within the MSCI World
Investable Market Index (IMI) (the «Parent Index»):

+———+——————————–+
|GICS CODE|Sub- Industry |
+———+——————————–+
|40201020 |Diversified Financial Services |
+———+——————————–+
|40201030 |Multi-Sector Holdings |
+———+——————————–+
|40201040 |Specialized Finance |
+———+——————————–+
|40203010 |Asset Management & Custody Banks|
+———+——————————–+
|40203020 |Investment Banking & Brokerage |
+———+——————————–+
|40203030 |Diversified Capital Markets |
+———+——————————–+

To be eligible for inclusion in the Parent Index and the Reference Index,
companies must meet the minimum float-adjusted market capitalization threshold
which is approximately USD 250 million. This threshold evolves slightly at each
quarterly review of the Parent Index. In addition, companies must meet a minimum
liquidity requirement of 20% of 3-month annual traded value ratios («ATVR») and
90% of 3-month Frequency of Trading over the last 4 consecutive quarters, as
well as 20% of 12-month ATVR.

Further information on the Parent Index can be found via
https://www.msci.com/indexes/index-resources/index-methodology.

Screening Process

In identifying securities associated with the private equity investing theme for
inclusion in the Reference Index, each security in the Global Industry
Classification Standard (GICS®) sub-industries listed in the table above within
the Parent Index is assigned a «Strategy Exposure» score by the Index Provider.
This score is determined by mapping each constituent’s business segments and
company description against a defined set of products, services, technologies,
and activities which are considered in-scope for the private equity investing
theme, as outlined in the table below. This information used by the Index
Provider in this mapping exercise is sourced from companies’ annual reports,
vendor data sources, and summary descriptions of the companies’ business
activities from public sources. Certain products, services, technologies, and
activities are out of scope where the Index Provider determines that they are
related to, but do not fit, the private equity investing theme.

The Index Provider analyses if each constituent’s business segments and company
description match one or more of the defined private equity investing themes and
calculates revenue exposure by aggregating the percentage of revenue from each
segment that matches the theme. This aggregation results in a Strategy Exposure
– Private Equity Investing (SE-PEI) score. If matched segments have zero or
negative revenue, an adjustment is made so that the percentage of company assets
linked to private equity activities is used instead. This is defined as Strategy
Exposure Asset-Based – Private Equity Investing (SEAB-PEI) score. Regardless of
whether SE-PEI score or SEAB-PEI score is assigned, if a company’s specific
description matches the relevant private equity investing theme(s), a minimum of
5% exposure is assigned.

Exclusions

Once securities with 5% or above exposure are identified and, therefore,
considered for inclusion in the Reference Index the Index Provider applies the
following ESG exclusion criteria:

Controversial business exclusion criteria

Securities involved in following businesses are excluded from the eligible
universe:

· Controversial Weapons
· Tobacco
· Thermal Coal Mining
· Oil and Gas
· Power generation

ESG Controversies Score Eligibility Criteria

Securities are excluded based on the following criteria:

· ESG Controversies: Securities with environmental, social or governance
controversies that are assessed as «Red Flags» (score of 0)
· Environment Controversies: Securities with environmental controversies that
are assessed as «Red» and «Orange» Flags (score 1 or below)

Treatment of Unrated Companies:

Securities not assessed by MSCI ESG Research on data for any of the following
MSCI ESG Research products are not eligible for inclusion:

· MSCI ESG Controversy Score
· MSCI Climate Change Metrics
· MSCI Business Involvement Screening Research (BISR)

Weight Allocation

The weighting of each company in the Reference Index is proportional to its
normalised SE-PEI-Final weight and its weight in the Parent Index, subject to a
cap, whereby the weight of each component of the Reference Index shall not
exceed 7.5% at each rebalancing.

Where the Investment Manager becomes aware that the weighting of any particular
component in the Reference Index exceeds the permitted investment restrictions,
the Investment Manager will seek to amend the Fund’s investment exposure to
ensure the Fund operates within the permitted investment restrictions, while
keeping the best interests of the Shareholders in consideration.

The Reference Index is governed by published, objective rules for security
selection, exclusion, weighting, rebalancing and adjustments for corporate
actions.

Pursuant to the Reference Index rules, the Reference Index is rebalanced on a
semi-annual basis and may also be rebalanced at other times, e.g. in order to
reflect corporate activity such as mergers and acquisitions, as provided for in
the Reference Index rules and as will be published on the Index Provider’s
website. Further details of the Index constituents, weightings and methodology
can be navigated to from the following links:

https://www.msci.com/indexes/index-resources/index-methodology and https://www
-cdn.msci.com/web/msci/index-tools/constituents

The Reference Index is provided by MSCI, an authorised benchmark administrator
included in the register of administrators and benchmarks established and
maintained by the ESMA pursuant to article 36 of the Benchmark Regulation.

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