THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult your accountant, legal, professional or financial adviser. A copy of this Prospectus, which comprises a prospectus relating to Funding Circle SME Income Fund Limited (the ‘‘Company’’) in connection with the issue of Ordinary Shares and/or C Shares (the ‘‘Shares’’‘) in the Company, prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made pursuant to section 73A of the FSMA, has been filed with the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. The Shares are only suitable for investors: (i) who understand and are willing to assume the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. It should be remembered that the price of the Shares and the income from them can go down as well as up. Applications will be made to the UK Listing Authority and the London Stock Exchange for all of the Ordinary Shares of the Company to be issued pursuant to the Placing and Offer for Subscription to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. Applications will be made for any Ordinary Shares and/or C Shares issued pursuant to each Subsequent Placing under the Share Issuance Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares to be issued pursuant to the Issue will commence at 8.00 a.m. on 30 November 2015. It is expected that any subsequent Admissions pursuant to Subsequent Placings under the Share Issuance Programme will become effective and dealings will commence between 30 November 2015 and 11 November 2016. The Shares are not dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected. The Company and the Directors accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and 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. Funding Circle SME Income Fund Limited (A company incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no.60680) PLACING AND OFFER FOR SUBSCRIPTION OF UP TO 150 MILLION* ORDINARY SHARES OF NO PAR VALUE AT AN ISSUE PRICE OF £1.00 PER ORDINARY SHARE and SHARE ISSUANCE PROGRAMME OF UP TO 350 MILLION ORDINARY SHARES AND/OR C SHARES IN AGGREGATE and ADMISSION TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST AND TRADING ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES Sole Global Co-ordinator, Bookrunner and Sponsor GOLDMAN SACHS INTERNATIONAL Co-Bookrunner NUMIS SECURITIES LIMITED The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission (‘‘GFSC’’). The GFSC, in granting registration, has not reviewed this Prospectus but has relied upon specific warranties provided by Sanne Group (Guernsey) Limited, the Company’s designated administrator. Neither the GFSC nor the States of Guernsey Policy Council take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. Goldman Sachs International, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority, is acting exclusively for the Company in connection with the Admission, the Issue, Share Issuance Programme and other arrangements as described in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs International or for advising any such person in connection with the Admission, the Issue, Share Issuance Programme and other arrangements as described in this Prospectus. Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Co-Bookrunner and is acting exclusively for the Company in connection with the Admission, the Issue and other arrangements as described in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited or for advising any such person in connection with the Admission, the Issue and other arrangements as described in this Prospectus. This does not limit or exclude any responsibilities which Goldman Sachs International and Numis Securities Limited and any other bookrunner appointed by the Company in connection with any Subsequent Placing pursuant to the Share Issuance Programme and other arrangements as described in this Prospectus may have under FSMA or the regulatory regime established thereunder. In connection with the Issue and the Share Issuance Programme, each of the Bookrunners and any of its Affiliates acting as an investor for its or their own account(s), may subscribe for the Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Issue and the Share Issuance Programme or otherwise. Accordingly, references in this Prospectus to the Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, each of the Bookrunners and any of its Affiliates acting as an investor for its or their own account(s). The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements or undue burden on the Company, Funding Circle or the Bookrunners, and in particular, this Prospectus may not be published, distributed or transmitted by any means or media, directly or indirectly in whole or in part, in or into Australia, Canada, Japan, the Republic of South Africa or the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘US Securities Act’’), or with any securities regulatory authority of any State or other jurisdiction of the United States and the Shares may not at any time be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act). The Shares are being offered and sold solely outside the United States to non-US Persons in reliance on Regulation S under the US Securities Act. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the ‘‘US Investment Company Act’’), and investors will not be entitled to the benefits of the US Investment Company Act. The attention of potential investors is drawn to the Risk Factors set out on pages 16 to 37 of this Prospectus. The Offer will remain open until 11.00 a.m. on 20 November 2015. The latest time and date for placing commitments under the Placing is 3.00 p.m. on 24 November 2015. Further details of the Issue are set out in Part 5 of this Prospectus. This Prospectus is dated 12 November 2015. * If commitments and applications are received for more than 150 million Ordinary Shares pursuant to the Placing and Offer for Subscription, the Directors reserve the right to increase the maximum number of Ordinary Shares that may be issued pursuant to the Placing and Offer for Subscription on the basis set out in Part 5 of this Prospectus, provided that the maximum number of Ordinary Shares that may be issued is 200 million Ordinary Shares. TABLE OF CONTENTS SUMMARY .............................................................. 1 RISK FACTORS ........................................................... 16 IMPORTANT INFORMATION ................................................ 38 EXPECTED ISSUE TIMETABLE .............................................. 42 ISSUE STATISTICS ........................................................ 42 SHARE ISSUANCE PROGRAMME STATISTICS .................................. 43 DIRECTORS, AGENTS AND ADVISERS AT ADMISSION .......................... 44 Part 1 : INDUSTRY OVERVIEW; INTRODUCTION TO FUNDING CIRCLE; INVESTMENT OPPORTUNITY ..................................................... 46 Part 2