CVC LIMITED — Major Shareholding Notification 2017

Nov 6, 2017

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

360 Capital Total Return Fund (TOT)

the stapled entity comprising the 360 Capital Total Return Active Fund (ARSN: 602 303 613) and the 360 Capital Total Return Passive Fund (ARSN: 602 304 432)

1. Details of substantial

holder(1)

Name CVC Limited (“CVC”) ACN/ARSN (if applicable) 002 700 361

There was a change in the interests of the substantial holder on 02/11/2017

The previous notice was given to the company on 15/09/2017 The previous notice was dated 14/09/2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting	The total number of votes attached to all the voting shares in the company or voting	The total number of votes attached to all the voting shares in the company or voting	interests in the scheme that the substantial holder or an associate (2) had	interests in the scheme that the substantial holder or an associate (2) had	interests in the scheme that the substantial holder or an associate (2) had	interests in the scheme that the substantial holder or an associate (2) had
a relevant interest (3)in when lastrequired, andwhen now required, to give a substantial holdingnotice to the company orscheme, are asfollows:
	Class of securities (4)	Previous notice		Present notice
		Person’s votes	Voting power (5)	Person’s votes	Voting power
					(5)
	Ordinary Shares	11,445,064	17.36%	9,509,080	14.44%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
21/9/17-27/9/17	CVCLimited	On MarketPurchase	$380,462	314,016	314,016
02/11/17	CVCLimited	On Market Sale	($2,716,919)	(2,250,000)	(2,250,000)

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
CVCLimited	CVCLimited	CVCLimited	Holder	Ord 9,509,080	9,509,080

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

	Name andACN/ARSN(ifapplicable)		Nature ofassociation
	f persons named in this form are:
	Name		Address
	CVC Limited		Suite 3703,Level37Gateway,1 MacquariePl, Sydney,NSW	2000

6. Addresses

The addresses of persons named in this form are:

Signature

John Hunter capacity Secretary print name

sign here date 07/11/2017

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.