PROSPECTUS IMPORTANT: IF YOU ARE IN ANY DOUBT AS TO THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR ACCOUNTANT OR OTHER FINANCIAL ADVISER. The Directors, whose names appear in the Directory below, 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. The Directors accept responsibility accordingly. ___________________________________________________________________________ WINTON UCITS FUNDS ICAV (An umbrella open-ended Irish collective asset-management vehicle with segregated liability between sub-funds incorporated 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). WINTON FUND MANAGEMENT IRELAND DAC (MANAGER) WINTON CAPITAL MANAGEMENT LIMITED (INVESTMENT MANAGER) _____________________________________________________________________________ 3 December 2020 1 IMPORTANT INFORMATION Winton UCITS Funds ICAV was originally incorporated as an umbrella investment company with segregated liability between sub-funds on 8 July 2010. The ICAV converted from an investment company to an Irish collective asset-management vehicle pursuant to the ICAV Act on 26 July 2017. The ICAV is authorised in Ireland by the Central Bank of Ireland as an undertaking for collective investment in Transferable Securities pursuant to the UCITS Regulations. This authorisation however does not constitute a warranty by the Central Bank as to the performance of the ICAV and the Central Bank is not liable for the performance or default of the ICAV. Authorisation of the ICAV is not an endorsement or guarantee of the ICAV by the Central Bank nor is the Central Bank responsible for the contents of this Prospectus. No person has been authorised by the ICAV to give any information or make any representations in connection with the offering of Shares other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been made by the ICAV. The distribution of this Prospectus and the offering of Shares in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes are required by the ICAV to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus may only be issued with one or more Supplements, each containing information relating to a separate Fund. In respect of each Fund, the relevant Supplement forms part of and should be read in conjunction with this Prospectus. The creation of new Funds requires the prior approval of the Central Bank. If there are different Classes of Shares representing a Fund, details relating to the separate Classes may be dealt with in the same Supplement or in a separate Supplement for each Class. The creation of further Classes will be effected in accordance with the Central Bank Rules. To the extent that there is any inconsistency between this Prospectus and the relevant Supplement, the relevant Supplement shall prevail. Applications for Shares will only be considered on the basis of this Prospectus (and any relevant Supplement). The latest audited annual report and accounts and the latest unaudited semi-annual report may be obtained from the offices of the Administrator. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the ICAV have not changed since the date of this Prospectus. Potential investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or any other matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Shares. The provisions of the ICAV’s Instrument of Incorporation are binding on each of its Shareholders, who are deemed to have notice of them. This Prospectus is based on information, law and practice in force in Ireland (which may be subject to change) as at the date of this Prospectus. The ICAV cannot be bound by an out of date Prospectus when it has issued a new Prospectus, and investors should check with the Manager that this is the most recently published Prospectus. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in a Fund. All or part of the fees and expenses of a Fund may be charged to the capital of the ICAV. This will have the effect of lowering the capital value of your investment and may result in you not receiving back the full amount invested. IIC/659005-000002/24576359v28 (i) As the Funds of the ICAV may be subject to subscription, redemption and/or exchange charges (which, in the case of redemption charges shall not exceed 3 per cent of the Net Asset Value per Share), the difference at any one time between the sale and repurchase price of Shares in any Fund means that an investment in any Fund should be viewed as a medium to long-term investment. Restrictions on Distribution and Sale of Shares The distribution of this Prospectus and the offering of Shares may be restricted in certain jurisdictions. This Prospectus does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorised or the person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Prospectus and of any person wishing to apply for Shares to inform themselves of and to observe all applicable laws and regulations of the countries of their nationality, residence, ordinary residence and/or domicile. The Directors may restrict the ownership of Shares by any person, firm or corporation where such ownership would be in breach of any regulatory or legal requirement or may affect the tax status of the ICAV. Any person who is holding Shares (i) in contravention of the restrictions set out below or, (ii) who by virtue of his holding, is in breach of the laws and regulations of any competent jurisdiction or (iii) whose holding could, in the opinion of the Directors, cause the ICAV, the Manager, the Investment Manager or any Shareholder to incur any liability to taxation or to suffer any pecuniary disadvantage which any or all of them might not otherwise have incurred or sustained or (iv) otherwise in circumstances which the Directors believe might be prejudicial to the interests of the Shareholders, shall indemnify the ICAV, the Manager, the Investment Manager, the Distributor, the Depositary, the Administrator and Shareholders for any loss suffered by it or them as a result of such person acquiring or holding Shares in the ICAV. The Directors have the power under the Instrument of Incorporation to compulsorily redeem and/or cancel any Shares held or beneficially owned in contravention of the restrictions imposed by them as described in this Prospectus. Distribution in the European Economic Area: This Prospectus may only be distributed and Shares may only be offered or placed in a Member State of the European Economic Area (the “Member State”) to the extent that: (1) the ICAV or relevant Fund has been registered or passported into the relevant Member State and is permitted to be marketed there; or (2) this Prospectus may otherwise be lawfully distributed and the Shares may otherwise be lawfully offered or placed in that Member State. Distribution outside the European Economic Area: Hong Kong: Warning - The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Prospective investors are advised to exercise caution in relation to any offer of Shares. If a prospective investor is in any doubt about any of the contents of this document, it should obtain independent professional advice. This Prospectus has not been registered by the Registrar of Companies in Hong Kong. The ICAV is a collective investment scheme as defined in the Securities and Futures Ordinance of Hong Kong (the “Ordinance”) but has not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the Shares may only be offered or sold in Hong Kong to persons who are “professional investors” as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and the Ordinance. In addition, this Prospectus may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the Shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a “professional investor” as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance. IIC/659005-000002/24576359v28 (ii) Isle of Man: The ICAV is not subject to any form of regulation or approval in the Isle of Man. This document has not been registered or approved for distribution in the Isle of Man and may only be distributed in or into the Isle of Man by a person permitted under Isle of Man law to do so and in accordance with the Isle of Man Collective Investment Schemes Act 2008 and regulations made thereunder. The Shareholders in the ICAV are not protected by any statutory compensation scheme.