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Causeway Funds Plc (The “Company”) an Open-Ended Investment

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Causeway Funds Plc (The “Company”) an Open-Ended Investment __________________________________________________ Causeway Funds plc (the “Company”) An open-ended investment company with variable capital incorporated in Ireland with registered number 555895 established as an umbrella fund with segregated liability between sub-funds. PROSPECTUS 24 May 2021 _________________________________________________________________ McCann FitzGerald Riverside One Sir John Rogerson’s Quay Dublin 2 KAM\23155341.31 IMPORTANT INFORMATION The Directors of the Company, whose names appear on page V, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Company has been authorised by the Central Bank as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended. The authorisation of the Company by the Central Bank is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. In addition, the authorisation of the Company by the Central Bank shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. Investors should note that since transferable securities may depreciate as well as appreciate in value, no assurance can be given by the Company or the Directors or any of the persons referred to in this Prospectus that the Company will attain its objectives. The price of Shares, in addition to the income therefrom, may decrease as well as increase. Accordingly, an investment should only be made where the investor is or would be in a position to sustain any loss on his or her investment. In addition investors should note that some Funds in the Company will invest in foreign and emerging markets and that, therefore, an investment in such Funds should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The difference at any one time between the sale and repurchase price of the Shares of any Fund means that the investment should be regarded as long term. Investors’ attention is drawn to the “General Risk Factors” set out on page 5. Prospective investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own jurisdictions for the purchase, holding or disposal of Shares; (b) any applicable foreign exchange restrictions; and (c) any income and other taxes which may apply to their purchase, holding or disposal of Shares or payments in respect of Shares. The Directors may in their absolute discretion charge a redemption fee of up to 3% of the redemption price in respect of a redemption of Shares by a Shareholder at any time where it is in the interests of the Company to do so. Shareholders should note that all or part of the fees and expenses of a Fund may be charged to the capital of a Fund as set out in the applicable Supplement. This may have the effect of lowering the capital value of the Shareholder’s investment. Thus, on redemptions of holdings Shareholders may not receive back the full amount invested. If investors are in any doubt regarding the action that should be taken, they should consult their stockbroker, bank manager, solicitor, accountant or other professional adviser. The distribution of this Prospectus and the offering of the Shares in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Company to I inform themselves about and to observe any such restrictions. This Prospectus does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. II Notice for Investors in the United Kingdom The Company has been authorised by the Central Bank as a UCITS and accordingly may apply for recognition by the member states of the European Economic Area (“EEA”) from time to time (other than Ireland) to facilitate the promotion and sale of Shares in those states. On 31 January 2020, the UK officially withdrew from the European Union, and a transition period applied until 31 December 2020. In preparation for the UK’s withdrawal from the European Union, the UK government established a temporary permissions regime (“TPR”) which allows certain EEA-based funds, such as the Funds, that were passporting into the UK at the end of the transition period to continue to be marketed in the UK in the same manner as they were before the transition period ended, subject to having notified the FCA before the end of the transition period. The necessary notification has been made to the FCA in respect of the Funds and so they will avail of the TPR until its expiration date, which is currently scheduled for 31 December 2023, subject to the power of HM Treasury to extend the TPR for successive twelve month periods. Notice for Investors in Singapore The Company has not been authorised or recognised by the Monetary Authority of Singapore (the “MAS”), and Shares are not allowed to be offered to the retail public in Singapore. The Company is considered a foreign restricted scheme. Any offer or invitation of Shares does not relate to a collective investment scheme which is authorised under section 286 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or recognised under section 287 of the SFA. Each of this Prospectus and any other document or material issued in connection with any offer or sale of Shares is not a prospectus as defined under the SFA and accordingly, statutory liability under the SFA in relation to the content of prospectuses will not apply and offerees should consider carefully whether the investment is suitable for them. This Prospectus has not been registered as a prospectus with the MAS. Accordingly, this Prospectus and any other document or material in connection with any offer or sale, or invitation for subscription or purchase, of Shares may not be circulated or distributed, nor may Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 304 of the SFA, (ii) to a relevant person pursuant to Section 305(1), or any person pursuant to Section 305(2), and in accordance with the conditions specified in Section 305 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where Shares are subscribed or purchased, they may be subject to restrictions on transferability and resale and may not be transferred or resold in Singapore except as permitted under the SFA. Where Shares are subscribed or purchased under Section 305 by a relevant person which is: a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that III corporation or that trust has acquired the Shares pursuant to an offer made under Section 305 except: 1) to an institutional investor or to a relevant person defined in Section 305(5) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) or Section 305A(3)(i)(B) of the SFA; 2) where no consideration is or will be given for the transfer; 3) where the transfer is by operation of law; or 4) as specified in Section 305A (5) of the SFA. By accepting receipt of this Prospectus, any person in Singapore represents and warrants that he is entitled to receive such document in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Notice for Investors in Italy By accepting receipt of this Prospectus, any person in Italy declares to be a professional investor (“investitore professionale”), as defined by articles 1, paragraph 1, letter m-undecies and 6, paragraphs 2-quinquies and 2-sexies of the Italian Consolidated Text of the rules on financial intermediation – Legislative Decree no. 58 of February 24, 1998, as amended - (the “TUF”), and by the second level regulations of CONSOB for the implementation of the TUF, namely Annex 3 to CONSOB Regulation no 16190 of October 29, 2007 on Intermediaries, implementing the definitions of “professional client” under the Markets in Financial Instruments Directive (“MiFID”). Notice for Investors in Other Jurisdictions The investment funds described in this Prospectus may not be authorised for distribution by the relevant central bank or similar securities or financial services regulatory authority in certain other jurisdictions. In any such jurisdiction, no distribution of this Prospectus or the investment funds described herein may be undertaken.
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