The offering documents (including the Prospectus and the relevant Offering Supplements of the Sub-Funds, the “Offering Documents”) of the Vilhena Funds SICAV plc have been amended introduce and/or update disclosures relating to certain liquidity management tools (“LMTs”). These amendments have been implemented to comply with new EU regulatory requirements introduced under UCITS VI (Directive 2024/927), as clarified at local level by the Malta Financial Services Authority (the “MFSA”). In particular, the MFSA has communicated an expectation that UCITS funds and their UCITS management companies select the required LMTs and ensure that they are appropriately reflected in offering documentation by 16 April 2026.

LMTs are mechanisms that may be used to help a fund manage redemption activity and liquidity risk, particularly in periods of elevated redemption requests or reduced market liquidity. In general terms, LMTs are designed to help protect investors as a whole (including remaining investors) by supporting orderly portfolio management and mitigating dilution effects.  Importantly, LMTs are not intended to change the Sub-Funds’ investment objectives or strategies, but rather to ensure that appropriate liquidity risk management tools are available and transparently disclosed. The UCITS VI framework recognises certain extraordinary tools which should be available to the Company and its UCITS management company in appropriate circumstances and which the MFSA expects to be disclosed in the offering documentation for transparency. These include:

• Suspension of subscriptions, repurchases and redemptions (i.e., a temporary pause on dealing, where justified and in the interests of investors); and
• Side pockets (i.e., the ability to segregate certain assets into a separate “pocket” in limited circumstances, to help manage illiquidity or valuation challenges and protect investors).

These Mandatory LMTs are disclosed in the updated Prospectus and may be applied, where permitted, in exceptional circumstances and in the interests of investors, across the Company’s Sub-Funds.  In addition to the above tools, the framework requires the selection of further LMTs at Sub-Fund level (based on a suitability assessment). The Company has therefore updated the offering documents to reflect the selected tools and to explain their scope and operation. These include:

• Redemption gates (i.e., limits on the amount investors can redeem during a dealing period, with any deferred portion carried forward); and
• Extension of redemption notice period  (i.e., extending the period of notice that investors must give to the Investment Manager of the Company, beyond a minimum period which is set out, when redeeming their shares).

The introduction and/or enhanced disclosure of LMTs does not mean that these tools will be used routinely. They are generally intended for exceptional or stressed circumstances, and their application would be assessed and determined in accordance with the conditions and procedures described in the updated Offering Documents, having regard to the interests of investors.  However, if an LMT is activated, this could have practical effects, such as timing: redemptions may be deferred, limited, or temporarily suspended; and/or made subject to an extension of the redemption notice period, meaning that investors may be required to provide the Investment Manager of the Company with a longer notice period than would otherwise apply, beyond the minimum period considered appropriate for the fund, before redeeming their shares.