1 PROSPECTUS If You Are in Doubt About the Contents of This
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PROSPECTUS If you are in doubt about the contents of this Prospectus, you should consult your stockbroker or other independent financial adviser. ATLANTIS INTERNATIONAL UMBRELLA FUND (an open-ended umbrella unit trust established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. 352 of 2011), as amended The Units in Atlantis Japan Opportunities Fund, Atlantis China Healthcare Fund, Atlantis China Fund and Atlantis Asian Fund are admitted to the Official List and to trading on the main securities market of Euronext Dublin. The Directors do not expect that an active secondary market will develop in the Units. Neither the admission of the Units to the Official List and to trading on the main securities market of Euronext Dublin nor the approval of this Prospectus pursuant to the requirements of Euronext Dublin, shall constitute a warranty or representation by Euronext Dublin as to the competence of the service providers to or any other party connected with the Fund, the adequacy of the information contained in the Prospectus and Supplements or the suitability of the Fund for investment purposes. Dated: 19 February, 2021 1 9999278v1 PRELIMINARY The Fund is structured as an umbrella fund and may comprise several portfolios of assets, each a “Sub-Fund” in which units representing one undivided share in the assets of a Sub-Fund (“Units”) are issued. Each Sub-Fund may be further sub-divided, to denote differing characteristics attributable to particular Units, into “classes”. THIS PROSPECTUS MAY ONLY BE ISSUED WITH ONE OR MORE SUPPLEMENTS, EACH CONTAINING INFORMATION RELATING TO A SEPARATE SUB-FUND. WHERE THERE ARE DIFFERENT CLASSES, DETAILS RELATING TO THE SEPARATE CLASSES MAY BE DEALT WITH IN THE SAME SUPPLEMENT OR IN A SEPARATE SUPPLEMENT FOR EACH CLASS. EACH SUPPLEMENT SHALL FORM PART OF, AND SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS. TO THE EXTENT THAT THERE IS ANY INCONSISTENCY BETWEEN THE PROSPECTUS AND ANY SUPPLEMENTS THE RELEVANT SUPPLEMENT SHALL PREVAIL. The Fund is an open-ended umbrella unit trust authorised by the Central Bank pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. No. 352 of 2011), as amended (the “Regulations”). Authorisation of the Fund and of its Sub-Funds by the Central Bank is not an endorsement or guarantee of the Fund or of its Sub-Funds by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. The authorisation of the Fund and of its Sub- Funds by the Central Bank shall not constitute a warranty as to the performance of the Fund or of its Sub-Funds and the Central Bank shall not be liable for the performance or default of the Fund or of its Sub-Funds. The Directors of the Manager of the Fund, whose names appear under the heading "Management of the Fund", 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) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. No person has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, issue or sale of Units, other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Manager. Neither the delivery of this Prospectus nor the offer, issue or sale of any of the Units shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. United States of America The Units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or qualified under any applicable state statutes, and the Units may not be offered, sold or transferred in the United States of America (including its territories and possessions) or to or for the benefit of, directly or indirectly, any U.S. Person (as that term is defined herein), except pursuant to 2 9999278v1 registration or an applicable exemption from registration. The Fund is not, and will not be, registered under the United States Investment Company Act of 1940, as amended pursuant to section 3(c)(7) of that Act, and investors will not be entitled to the benefit of such registration. The Fund may make a private placement of the Units to a limited category of U.S. Persons. The Units have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful. Attention is drawn to Appendix II entitled "Supplemental Disclosure Statement for U.S. Persons and U.S. Taxpayers" which contains further information for U.S. Persons and U.S. Taxpayers. Investors’ Reliance on U.S. Federal Tax Advice in this Prospectus The discussion contained in the Prospectus as to U.S. federal tax considerations is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties. Such discussion is written to support the promotion or marketing of the transactions or matters addressed in the Prospectus. Each taxpayer should seek U.S. federal tax advice based on the taxpayer’s particular circumstances from an independent tax advisor. United Kingdom Whilst this Prospectus (and the Key Investor Information Documents) are issued outside the United Kingdom by the Fund and the Directors of the Manager of the Fund are responsible for their contents, wherever issued, this Prospectus (and the Key Investor Information Documents) are communicated and approved for communication in the United Kingdom by Atlantis Investment Management (Ireland) Limited. The Fund is a recognised collective investment scheme for the purposes of (i) Section 264 of the Financial Services and Markets Act 2000 (the “FSMA”) or (ii) the Financial Conduct Authority’s Temporary Permissions Regime for funds, as may be applicable. This Prospectus is available to the general public in the United Kingdom. Potential investors in the United Kingdom are advised that they will generally not benefit from the protections provided by the United Kingdom regulatory system, such as access to the Financial Ombudsman Service. Subject to eligibility, unitholders may in some circumstances benefit from rights under the Financial Services Compensation Scheme. If you are in doubt about your eligibility, you may wish to obtain independent professional advice. Facilities are maintained in the United Kingdom at the offices of Global Funds Registration Limited, 2nd Floor, Golden House, 30 Great Pulteney Street, London W1F 9NN (the “Facilities Agent”): (a) where information in English can be obtained about the most recently published sale and purchase prices of Units in the Fund; (b) where an investor in the Fund may make arrangements to redeem Units in the Fund and from which payment of the price on redemption may also be arranged; and (c) at which any person who has a complaint to make about the operation of the Fund can submit 3 9999278v1 his complaint for transmission to the Manager. Copies of the following documents are available for inspection at the office of the Facilities Agent located at 2nd Floor, Golden House, 30 Great Pulteney Street, London W1F 9NN during usual business hours on any Business Day: (a) the Trust Deed; (b) any supplement amending the Trust Deed; (c) the most recent Prospectus; (d) the most recent Key Investor Information Documents; and (e) the most recently prepared and published annual reports and half-yearly reports. The documents listed at (a) to (e) above are obtainable from said registered office, at a reasonable charge in the case of the documents listed at (a) and (b) and free of charge in the case of the documents listed at (c), (d) and (e). The Prospectus must be read in conjunction with the Key Investor Information Documents. Together these constitute a direct offer financial promotion and a UK investor applying for Units in response only to these documents will not have any right to cancel or withdraw that application under the provisions dealing with cancellation and withdrawal set out in the sourcebook issued by the Financial Conduct Authority if such an application is accepted by the Manager. No rights of cancellation arise when dealing direct with the Fund. Cancellation rights are granted in accordance with Financial Conduct Authority rules for applications made through regulated intermediaries. The address of the Financial Conduct Authority is 12 Endeavour Square, London, E20 1JN, United Kingdom. The Netherlands The Fund has been registered with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) as a UCITS with a European passport as described in article 2:69b (3) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and is entitled to offer the Units in the Netherlands. Germany The Fund has also been registered with the German Federal Financial Supervisory Authority (BaFin) and is authorized to publicly offer the Units in Germany pursuant to Section 310 of the German Investment Code. Please also note the country supplement headed “Additional Information for German Investors” which forms an integral part of the Prospectus to be used in Germany.