Ireland: Asset Management & Investment Funds

Introduction

This document comprises operating procedures for the Board of Directors of ACME AIF ICAV (the “ICAV”). It has been prepared by and for the Board and is a document of the Board and sets out a series of procedures which the Board follows in seeking to manage the ICAV in what the Directors consider to be in the interests of its shareholders.

This document, and the procedures set out in this document, is subject to change at any time and from time to time, as the Board sees fit.

It is intended that this document will also assist the ICAV in adopting and complying with the Corporate Governance Code for Collective Investment Schemes and Management Companies issued by the Irish Funds Industry Association (the “Code”).

1. Overview
2. Management of the ICAV
3. Oversight of Delegates
4. Operating Procedures
5. Monitoring Compliance
6. Monitoring Risk Management

ACME AIF ICAV (the "ICAV") was incorporated in Ireland on [ ] as an umbrella Irish Collective Asset-Management Vehicle (“ICAV”) with variable capital and with segregated liability between sub-funds under the Irish Collective Asset-Management Vehicle Act, 2015. It is authorised by the Central Bank of Ireland (the "Central Bank") as a qualifying investor alternative investment fund (“QIAIF”).

The ICAV currently offers the following sub-funds for investment:

1. ACME Fund A;
2. ACME Fund B; and
3. ACME Fund C (the “Funds”)

pursuant to a Prospectus dated [ ] (the "Prospectus").

The investment objectives, policies and restrictions, the extent to which the Fund will employ leverage and the types of investments which the Fund may make as well as dealing arrangements and applicable fees and charges can be found in the Prospectus.

Management of the ICAV

The ICAV operates on a delegated basis under which the ICAV has appointed regulated experienced service providers including the Alternative Investment Fund Manager (“AIFM”), the Administrator, the Depositary. The ICAV has also engaged professional services firms such as auditors, legal advisers and secretary.

The Directors

The Board of Directors of the ICAV, which is comprised of non-executive Directors (for the purpose of the Code), retains overall responsibility for the ultimate management of the ICAV’s affairs and the conduct of its business.

The Board of Directors is empowered to make all relevant decisions regarding the conduct of the ICAV’s affairs to include the following schedule of matters reserved for the Board:

• giving instructions to delegates and/or replacing/terminating the appointment of delegates;
• assessing the performance of delegates;
• the creation of new sub-funds and classes of shares;
• termination of sub-funds and classes of shares;
• changes in investment objectives, policies and restrictions;
• temporary suspension in the calculation of net asset value;
• any other decisions of a strategic nature;
• the approval of any dividends;
• the approval of the audited financial statements, the interim report [if any] and the fees and expenses of the ICAV; and

The Directors also consider and decide on any issues brought to their attention by the service providers relating to any of the functions for which they are responsible.

The Directors of the ICAV, all of whom have been approved as directors of the ICAV by the Central Bank, are:

[INSERT DIRECTOR DETAILS AND BIOGRAPHY INFORMATION]

Board Meetings

The Board of Directors usually meets at least four times a year in Dublin to oversee the general management and conduct of all aspects of the ICAV’S business, to review and set policy for the general management and operation of the Funds, to oversee its delegates in the areas of administration and risk and investment management and to review reporting from the Depositary on custody and depositary related matters. The quorum for board and committee meetings is a minimum of two Directors, and meetings are chaired by the Chairman, or in his absence, by one of the other Directors elected from amongst those present at the meeting.

Additional meetings may be arranged if needed, or the Board may form committees of Directors to meet separately to deal with specific issues outside of normal Board meetings. Any Director may request the holding of a Board meeting to discuss a specific issue.

Decisions will normally be taken at scheduled board meetings, but in the event of an issue requiring urgent consideration, a special board meeting may be convened. Alternatively, if it is not practical to convene a formal board meeting, or the issue is relatively minor, a decision may be made by informal consultation among those Directors available, with the decision formally ratified at the next scheduled board meeting.

An Agenda for each Board meeting will be prepared by the Secretary which will also produce a list of action points summarising actions agreed to be taken at that Board meeting for circulation to the Board of Directors. Decisions taken by the Board of Directors will be noted in the minutes of meetings.

Delegated Service Providers

The ICAV has appointed the delegates to carry out investment and risk management and administration on behalf of the ICAV and the Funds and does not have any direct employees. The nature of the functions delegated to each delegate is disclosed in the Prospectus of the ICAV. The Board has also appointed the Depositary to provide safekeeping, oversight and custody services.

The Board has exercised care and diligence in choosing and appointing third parties, to ensure that the delegates have and maintain the expertise, competence and standing appropriate to discharge the responsibilities concerned.

The delegates appointed in respect of the ICAV are as follows:

1. Alternative Investment Fund Manager

[INSERT DETAILS REGARDING THE AIFM AND FUNCTIONS WHICH IT PERFORMS]

2. Investment Manager & Distributor

[INSERT DETAILS REGARDING IM & DISTRIBUTOR AND FUNCTIONS WHICH IT PERFORMS]

3. Administrator

[INSERT DETAILS REGARDING THE ADMINISTRATOR AND FUNCTIONS WHICH IT PERFORMS]

4. Depositary

[INSERT DETAILS REGARDING THE DEPOSITARY AND FUNCTIONS WHICH IT PERFORMS]

5. Secretary

[INSERT DETAILS REGARDING THE SECRETARY AND FUNCTIONS WHICH IT PERFORMS]

6. MLRO

[INSERT DETAILS REGARDING THE MLRO AND FUNCTIONS WHICH IT PERFORMS]

Information Flows/Reporting

At each Board meeting, the Board will review the reports provided by each service provider to which the ICAV has delegated aspects of its operations together with details of any action that is being taken to rectify currently outstanding issues and, where relevant, the timeframe within which their issue should be resolved. In addition, the Board will carry out periodic service reviews of each delegate and more regularly when requested by the Board, reporting to the Board on the general level and quality of service provided by each delegate.

In addition, the relevant service provider will report material issues in a timely manner directly to the Board. The Chairman will decide whether a formal Board meeting needs to be called to consider the matter, or, in the event of less significant decisions, or when it is not practical to convene a formal board meeting, the Chairman may decide on informal consultation among those Directors readily available in order to formulate a response, with the decision to be formally ratified at the next scheduled meeting.

Details of the periodic reports to be received by the Board are set out in Appendix [.]