REPLACEMENT INFORMATION MEMORANDUM IN RESPECT · PDF file5.2 REDEMPTION CHARGE ... Level 18 -20, Menara IMC 8, Jalan Sultan Ismail 50250 Kuala Lumpur ... no fixing rate is published)

REPLACEMENT INFORMATION MEMORANDUM

IN RESPECT OF THE

UNITED RMB INCOME & GROWTH FUND

This is a Replacement Information Memorandum.

This Replacement Information Memorandum is dated 8 January 2015.

This Replacement Information Memorandum is issued to replace the Information Memorandum for United RMB Income & Growth Fund dated 28 November 2013 and the Replacement Information Memorandum for United RMB Income & Growth Fund

dated 24 March 2014.

Manager: UOB Asset Management (Malaysia) Berhad

(Company No. 219478-X)

Trustee: Deutsche Trustees Malaysia Berhad

(Company No. 763590-H)

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS REPLACEMENT INFORMATION MEMORANDUM. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. THIS FUND IS OFFERED FOR SALE TO QUALIFIED INVESTORS ONLY. THIS FUND IS NOT OFFERED FOR SALE TO U.S. PERSON(S). FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" COMMENCING ON PAGE 9.

RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER This Replacement Information Memorandum has been seen and approved by the directors of UOB Asset Management (Malaysia) Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. The Securities Commission Malaysia has authorized the United RMB Income & Growth Fund, the subject of this Replacement Information Memorandum, and the authorization shall not be taken to indicate that the Securities Commission Malaysia recommends the investment. The Securities Commission Malaysia will not be liable for any non-disclosure on the part of UOB Asset Management (Malaysia) Berhad and takes no responsibility for the contents of the Replacement Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this Replacement Information Memorandum. ADDITIONAL INFORMATION Investors are advised to read the Replacement Information Memorandum and obtain professional advice before subscribing to the United RMB Income & Growth Fund. Investors are advised to note that recourse for false or misleading statements or acts made in connection with the Replacement Information Memorandum is directly available through sections 248, 249 and 357 of the Capital Markets and Services Act 2007. The Fund may only be offered for sale to Qualified Investors (as defined in the Definitions section) and investors must ensure that they are Qualified Investors before making an investment in the Fund. U.S. Persons (as defined in the Definitions section) are prohibited from purchasing Units of the Fund, accordingly, investors may be required to certify that they are not U.S. Persons before making an investment in the Fund. This Replacement Information Memorandum is not intended to and will not be issued and distributed in any country or jurisdiction other than in Malaysia (‘Foreign Jurisdiction’). Consequently, no representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction. Accordingly, no offer or invitation to subscribe or purchase Units in the United RMB Income & Growth Fund to which this Replacement Information Memorandum relates, may be made in any Foreign Jurisdiction or under any circumstances where such action is unauthorized. CONSENT TO DISCLOSURE UOB Asset Management (Malaysia) Berhad shall be entitled to transfer, release and disclose from time to time any information relating to the Unit Holders to any of UOB Asset Management (Malaysia) Berhad’s parent company, subsidiaries, associate company, affiliates, delegates, service providers and/or agents (including any outsourcing agents and/or data processors) for any purpose on the basis that the recipients shall continue to maintain the confidentiality of information disclosed as required by laws, regulations or directives; or in relation to any legal action, or to any court, regulatory agency, government body or authority.

I

CONTENTS

CORPORATE DIRECTORY ........................................................................................................... III

DEFINITIONS .................................................................................................................................. V

CHAPTER 1: KEY DATA ................................................................................................................ 1

CHAPTER 2: RISK FACTORS ....................................................................................................... 9

2.1 GENERAL RISKS OF INVESTING IN THE FUND ........................................................................ 9 2.2 SPECIFIC RISKS RELATED TO THE FUND ................................................................................ 9 2.3 SPECIFIC RISKS RELATED TO THE TARGET FUND.................................................................. 10 2.4 RISK MANAGEMENT STRATEGIES ........................................................................................ 16

CHAPTER 3: FUND INFORMATION ............................................................................................ 18

3.1 INVESTMENT OBJECTIVE .................................................................................................... 18 3.2 INVESTMENT POLICY AND STRATEGY .................................................................................. 18 3.3 ASSET ALLOCATION .......................................................................................................... 18 3.4 BENCHMARK ..................................................................................................................... 19 3.5 PERMITTED INVESTMENTS ................................................................................................. 19 3.6 INVESTMENT RESTRICTIONS AND LIMITS ............................................................................ 19 3.7 BASES OF VALUATION OF THE ASSETS OF THE FUND AND VALUATION FOR THE FUND ............. 20 3.7.1 BASES OF VALUATION OF THE ASSETS OF THE FUND ............................................................ 20 3.7.2 VALUATION OF THE FUND .................................................................................................. 20

CHAPTER 4: INFORMATION ON THE TARGET FUND ............................................................. 22

4.1 STRUCTURE OF THE TARGET FUND ..................................................................................... 22 4.2 REGULATORY AUTHORITY WHICH REGULATES THE TARGET FUND .......................................... 22 4.3 LEGISLATION APPLICABLE TO THE TARGET FUND ................................................................. 22 4.4 THE MANAGER OF THE TARGET FUND .................................................................................. 22 4.5 INVESTMENT ADVISER OF THE TARGET FUND ...................................................................... 23 4.6 REGULATORY AUTHORITY OF THE INVESTMENT ADVISER OF THE TARGET FUND ...................... 24 4.7 INVESTMENT OBJECTIVE OF THE TARGET FUND ................................................................... 24 4.8 INVESTMENT POLICY AND STRATEGY OF THE TARGET FUND .................................................. 24 4.9 RISK MANAGEMENT PROCESS ............................................................................................ 26 4.10 RECOGNISED MARKETS IN WHICH THE TARGET FUND MAY INVEST ........................................ 26 4.11 BENCHMARK ..................................................................................................................... 28 4.12 PERMITTED INVESTMENTS AND INVESTMENT RESTRICTIONS AND LIMITS OF THE TARGET FUND28 4.13 FEES CHARGEABLE BY THE TARGET FUND ............................................................................ 32 4.14 DIVIDEND POLICY FOR THE TARGET FUND ........................................................................... 34

CHAPTER 5: FEES, CHARGES AND EXPENSES ...................................................................... 35

5.1 SALES CHARGE ................................................................................................................. 35 5.2 REDEMPTION CHARGE ....................................................................................................... 35 5.3 SWITCHING FEE................................................................................................................ 35 5.4 TRANSFER FEE .................................................................................................................. 35 5.5 OTHER CHARGES .............................................................................................................. 36 5.6 MANAGEMENT FEE ............................................................................................................ 36 5.7 TRUSTEE FEE .................................................................................................................... 36 5.8 OTHER EXPENSES ............................................................................................................. 36 5.9 REBATES AND SOFT COMMISSION ...................................................................................... 37

CHAPTER 6: TRANSACTION INFORMATION ............................................................................ 38

6.1 PRICING POLICY ............................................................................................................... 38 6.2 COMPUTATION OF NAV AND NAV PER UNIT .......................................................................... 38 6.3 INCORRECT PRICING ......................................................................................................... 40 6.4 APPLICATION FOR UNITS ................................................................................................... 40 6.5 REDEMPTION OF UNITS ..................................................................................................... 42 6.6 SWITCHING OF UNITS ....................................................................................................... 44

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6.7 POLICY ON ROUNDING ADJUSTMENTS ................................................................................. 44 6.8 PERIODIC REPORTING TO UNIT HOLDERS ............................................................................ 44 6.9 DISTRIBUTION POLICY ...................................................................................................... 44 6.10 MODE OF DISTRIBUTION ................................................................................................... 44 6.11 NEW CLASSES .................................................................................................................. 44

CHAPTER 7: THE PEOPLE BEHIND THE MANAGER ............................................................... 45

7.1 BACKGROUND & EXPERIENCE OF THE MANAGER .................................................................. 45 7.2 DUTIES AND RESPONSIBILITIES OF THE MANAGER............................................................... 45 7.3 BOARD OF DIRECTORS ...................................................................................................... 45 7.4 KEY PERSONNEL OF THE MANAGER ..................................................................................... 45 7.5 THE MANAGER’S DELEGATES .............................................................................................. 46

CHAPTER 8: THE TRUSTEE........................................................................................................ 48

8.1 ABOUT DEUTSCHE TRUSTEES MALAYSIA BERHAD ................................................................. 48 8.2 EXPERIENCE IN TRUSTEE BUSINESS ................................................................................... 48 8.3 BOARD OF DIRECTORS ...................................................................................................... 48 8.4 CHIEF EXECUTIVE OFFICER ................................................................................................ 48 8.5 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE ................................................................ 48 8.6 TRUSTEE’S STATEMENT OF RESPONSIBILITY ........................................................................ 49 8.7 TRUSTEE’S DELEGATE ....................................................................................................... 49

CHAPTER 9: RIGHTS AND LIABILITIES OF UNIT HOLDERS .................................................. 50

9.1 RIGHTS OF UNIT HOLDERS ................................................................................................ 50 9.2 LIABILITIES OF UNIT HOLDERS .......................................................................................... 50

CHAPTER 10: POWER TO CALL FOR A UNIT HOLDERS’ MEETING ..................................... 51

10.1 MEETINGS DIRECTED BY THE UNIT HOLDERS ....................................................................... 51 10.2 MEETINGS SUMMONED BY THE TRUSTEE ............................................................................. 51 10.3 MEETINGS SUMMONED BY THE MANAGER ............................................................................ 51 10.4 PROVISIONS GOVERNING UNIT HOLDERS’ MEETINGS ........................................................... 52 10.5 TERMINATION OF THE FUND .............................................................................................. 53 10.6 TERMINATION OF A CLASS OF UNITS .................................................................................. 54

CHAPTER 11: ADDITIONAL INFORMATION .............................................................................. 55

11.1 UNCLAIMED MONEYS ......................................................................................................... 55 11.2 ANTI-MONEY LAUNDERING POLICIES .................................................................................. 55 11.3 REGULATORY AUTHORIZATION ........................................................................................... 55 11.4 NO GUARANTEE ................................................................................................................ 55 11.5 IMPLEMENTATION OF GOODS AND SERVICES TAX ACT.......................................................... 55 11.6 ENQUIRIES ....................................................................................................................... 55

APPENDIX ..................................................................................................................................... 56

III

CORPORATE DIRECTORY

Manager Name: UOB Asset Management (Malaysia) Berhad (Company No. 219478-X)

Address: Level 22, Vista Tower

The Intermark 348 Jalan Tun Razak 50400 Kuala Lumpur Malaysia

Telephone number: 03-2732 1181 Facsimile number: 03-2732 1100 Manager’s Delegate (Fund Valuation Function) Name:

Deutsche Bank (Malaysia) Berhad (Company No. 312552-W)

Address:

Level 18-20, Menara IMC 8, Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia

Telephone number: 03-2053 6788 Facsimile number: 03-2031 8710 Manager’s Delegate (Registrar and Transfer Agency Functions) Name:

Deutsche Trustees Malaysia Berhad (Company No. 763590-H)

Address: Level 20, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia

Telephone number: 03-2053 7522 Facsimile number: 03-2053 7526 Board of Directors of the Manager Names: Izlan bin Izhab Khoo Chock Seang Lim Suet Ling Seow Lun Hoo Ong Sea Eng Dato’ Dr Choong Tuck Yew Trustee Name:

Deutsche Trustees Malaysia Berhad (Company No. 763590-H)

Address: Level 20, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia

Telephone number: 03-2053 7522 Facsimile number: 03-2053 7526

IV

The Trustee’s Delegate (Custodian) Name:

Deutsche Bank (Malaysia) Berhad (Company No. 312552-W)

Address:

Level 18-20, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia

Telephone number: 03-2053 6788 Facsimile number: 03-2031 8710 Auditors for the Fund Name: Ernst & Young

Address: Level 23A, Menara Milenium,

Jalan Damanlela, Pusat Bandar Damansara 50490 Kuala Lumpur Malaysia

Tax Advisors for the Fund Name: Ernst & Young Tax Consultants Sdn. Bhd. (Company No. 179793-K)

Address: Level 23A, Menara Milenium

Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Malaysia

Solicitors Name: Raja, Darryl & Loh

Address: 18

th Floor, Wisma Sime Darby

Jalan Raja Laut 50350 Kuala Lumpur Malaysia

V

DEFINITIONS

the Act or CMSA Means the Capital Markets and Services Act 2007 as may be

amended from time to time.

Administrator

Means Northern Trust Securities Services (Ireland) Limited, the administrator appointed for the Target Fund who is responsible for the administration of the Company’s affairs including the calculation of the Net Asset Value of the Target Fund and preparation of the accounts of the Company, subject to the overall supervision of the directors of the Company.

Base Currency

Means the base currency of the Fund i.e. Ringgit Malaysia.

Business Day Means a day on which Bursa Malaysia is open for trading. The Manager may declare certain Business Days as non-Business Days if it is not a dealing day

1 in the country of domicile

of the Target Fund or when it is a non-dealing2 day for the SGD

or the USD or the RMB. 1

Dealing day has the same meaning as ascribed to it in the prospectus of the Target Fund and shall mean any day on which retail banks in Ireland are open for business (excluding Saturdays, Sundays and bank holidays).

2 A non-dealing day for the SGD or the USD or the RMB means a

day when the foreign exchange markets for the aforesaid currencies are closed (i.e., no fixing rate is published) such as but not limited to days which are bank holidays or public holidays in Singapore or the United States of America or the PRC. When the Manager is unable to obtain the aforesaid foreign exchange rates, it will not be able to provide a price for the SGD Class or the USD Class or the RMB Class.

BNM Means Bank Negara Malaysia.

Bursa Malaysia

Is the stock exchange managed and operated by Bursa Malaysia Securities Berhad.

class(es) of Units Means any class of Units representing similar interests in the assets of the Fund although a class of Units of the Fund may have different features from another class of Units of the same Fund.

the Company

Means the UOB Global Strategies Funds plc incorporated with limited liability under the laws of Ireland and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011).

Deed Means the deed dated 15 November 2013 including any supplementary deed(s) in respect of the Fund entered into between the Manager and the Trustee.

Emerging Markets Is generally understood to refer to the markets of countries that

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are in the process of developing into modern industrialised states and thus display a high degree of potential but also entail a greater degree of risk. It shall include, but is not limited to countries included from time to time in the International Finance Corporation Global Composite Index or in the MSCI Emerging Markets Index, each of which is a free floating adjusted market index designed to measure the performance of relevant securities in global emerging markets.

feeder fund Means a fund which invests all or substantially all of its assets in a single collective investment scheme.

Financial Year Is the period of 12 months ending on the 30th day of June of every

year except that the first financial year of the Fund shall commence on the Launch Date and end on the 30

th day of June 2014.

financial institution Means,

(a) if the institution is in Malaysia: (i) licensed bank; (ii) licensed merchant bank; or (iii) licensed Islamic bank;

(b) if the institution is outside Malaysia, any institution that is

licensed / registered / approved / authorised by the relevant banking regulator to provide financial services.

the Fund Means the United RMB Income & Growth Fund which is a

Wholesale Fund that is structured as a feeder fund, the subject of this Replacement Information Memorandum.

the Guidelines Means the Guidelines on Wholesale Funds issued by the Securities Commission Malaysia as may be amended from time to time.

Replacement Information Memorandum

Means this document, and includes any supplementary information memoranda.

Initial Offer Period

Is the period when the Manager invites potential investors to participate in the Fund by subscribing for Units in the Fund; during this period Units are created, cancelled, sold and redeemed at a fixed price per Unit. For the avoidance of doubt, there will be different initial offer periods for each class of Units depending on when a class of Units is first offered for sale.

the Investment Adviser Means UOB Asset Management Ltd, incorporated in Singapore, the investment adviser of the Target Fund.

IUTA Means institutional unit trust advisers.

Launch Date 28 November 2013; the Launch Date is also the date of constitution of the Fund.

the Manager

Means UOB Asset Management (Malaysia) Berhad.

Management Fee Is a percentage of the NAV of the Fund that is paid to the Manager for managing the Fund.

Medium Term Means a period of between 3 to 5 years.

VII

Member State

Means any state which from time to time is a member of the European Union.

MYR or RM Means Ringgit Malaysia, the official currency of Malaysia.

MYR Class

Refers to a class of Units of the Fund which is denominated in MYR.

Net Asset Value or NAV

Means the value of the Fund’s assets less the value of the Fund’s liabilities at a particular valuation point except that, for the purpose of computing the annual Management Fee and the annual Trustee Fee, the NAV of the Fund should be inclusive (that is, before any deduction) of the Management Fee and the Trustee Fee for the relevant day; where a Fund has more than one class of Units, there shall be a Net Asset Value of the Fund attributable to each class of Units.

NAV per Unit Means the NAV of the Fund at a particular valuation point divided by the number of Units in circulation at the same valuation point; where the Fund has more than one class of Units, there shall be a Net Asset Value per Unit for each class of Units; the Net Asset Value per Unit of a class of Units at a particular valuation point shall be the Net Asset Value of the Fund attributable to that class of Units divided by the number of Units in circulation for that class of Units at the same valuation point.

Non-RMB Debt Instruments Include but are not limited to convertible bonds, commercial paper, short term bills and notes (such as discount notes, promissory notes), bank certificates of deposits and negotiated term deposits with banks, which are not denominated in RMB as the Investment Adviser considers appropriate from time to time depending on prevailing circumstances (for example, a surge in demand and/or shortage in supply of RMB Debt Instruments).

OTC Means over-the-counter.

PRC Means the People’s Republic of China.

Qualified Investors Refers to:- an individual whose total net personal assets, or total net joint

assets with his or her spouse, exceed three million ringgit or its equivalent in foreign currencies, excluding the value of the individual’s primary residence;

an individual who has a gross annual income exceeding three hundred thousand ringgit or its equivalent in foreign currencies per annum in the preceding twelve months;

an individual who, jointly with his or her spouse, has a gross annual income exceeding four hundred thousand ringgit or its equivalent in foreign currencies in the preceding twelve months;

a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts;

a partnership with total net assets exceeding ten million ringgit or its equivalent in foreign currencies;

a unit trust scheme or prescribed investment scheme; a private retirement scheme; a closed-end fund; a company that is registered as a trust company under the

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Trust Companies Act 1949 which has assets under management exceeding ten million ringgit or its equivalent in foreign currencies;

a corporation that is a public company under the Companies Act 1965 which is approved by the Securities Commission Malaysia to be a trustee under the CMSA and has assets under management exceeding ten million ringgit or its equivalent in foreign currencies;

a statutory body established by an Act of Parliament or an enactment of any state in Malaysia;

a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967;

a holder of a Capital Markets Services Licence issued pursuant to the CMSA;

a licensed institution; an Islamic bank; an insurance company licensed under the Insurance Act 1996; a takaful operator registered under the Takaful Act 1984; a bank licensee or insurance licensee as defined under the

Labuan Financial Services and Securities Act 2010; and an Islamic bank licensee or takaful licensee as defined under

the Labuan Islamic Financial Services and Securities Act 2010.

Recognised Markets Refers to the list of regulated stock exchanges, over-the-counter markets or other securities markets which the Target Fund may invest in and as set out under Section 4.10 of this Replacement Information Memorandum.

relevant laws Means laws, rules, regulations, guidelines, directives, circulars, guidance notes and investment management standards passed or issued by any relevant authority relating to or connected with the fund management industry in Malaysia.

RMB Means Renminbi, the official currency of the PRC.

RMB Class Refers to a class of Units of the Fund which is denominated in RMB.

RMB Debt Instruments Include, but are not limited to RMB denominated or linked bonds (i.e. synthetic RMB denominated bonds which are USD settled), convertible bonds, commercial paper, short term bills and notes (such as discount notes, promissory notes), bank certificates of deposits and negotiated term deposits with banks.

Securities Commission or SC Means the Securities Commission Malaysia established under the Securities Commission Act 1993.

Series

Refers to a series of Shares representing a portfolio of assets which shall be kept separate in respect of each portfolio of assets to which all assets and liabilities, income and expenditure attributable or allocated to each such series shall be applied or charged. For the avoidance of doubt, a Series is a sub-fund of the Company.

SGD

Means Singapore Dollar, the official currency of Singapore.

SGD Class

Refers to a class of Units of the Fund which is denominated in SGD.

Share(s) Refers to a participating share or a fraction of a participating

IX

share in the capital of the Company which may be divided into Series.

Shareholder(s)

Refers to a person who is for the time being registered as the holder of Shares in the register of shareholders kept on behalf of the Company.

Special Resolution means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority of not less than three-fourths of the Unit Holders present and voting at the meeting in person or by proxy; for the avoidance of doubt, “three-fourths of the Unit Holders present and voting” means three-fourths of the votes cast by the Unit Holders present and voting; for the purposes of winding-up the Fund or a class of Units, “Special Resolution” means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority in number holding not less than three-fourths of the value of the votes cast by the Unit Holders present and voting at the meeting in person or by proxy.

the Target Fund

Means the UOB United Renminbi Bond Fund which is a Series of the Company and is the primary investment of the Fund.

Trustee

Means Deutsche Trustees Malaysia Berhad.

Trustee Fee Is a percentage of the NAV of the Fund that is paid to the Trustee for acting as the trustee for the Fund.

UCITS

Refers to Undertakings for Collective Investment in Transferable Securities.

Unit(s) Refers to an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a Unit of the Fund and if the Fund has more than one class of Units, it means a Unit issued for each class of Units

Unit Holder / Investor Refers to a Qualified Investor registered pursuant to the Deed as the holder of Units including persons jointly registered.

USD Means United States Dollar, the official currency of the United States of America.

USD Class

Refers to a class of Units of the Fund which is denominated in USD.

U.S. Person(s) Means any of the following: (a) a citizen of the United States; (b) a natural person resident in the United States; (c) a resident alien of the United States, as defined in Section

7701(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

(d) a partnership, corporation, or other entity created, organised,

incorporated, or existing in or under the laws of the United States, or which has its principal place of business in the United States;

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(e) an estate or trust:

(i) the income of which is subject to U.S. income tax regardless of source, or whose income from sources outside the United States (that is not effectively connected with the conduct of a trade or business in the United States) is includible in gross income for U.S. federal income tax purposes, or

(ii) of which an executor, administrator, or trustee is a

United States Person (excluding (A) an estate governed by foreign law with an executor or administrator which is not a United States Person and which has sole or shared investment discretion with respect to the estate assets, or (B) a trust with a trustee which is not a United States Person and which has sole or shared investment discretion with respect to the trust assets and with no beneficiary (or settlor, in the case of a revocable trust) which is a United States Person);

(f) an entity organised principally for passive investment, such

as a commodity pool, investment company or other similar entity (including a pension plan for the employees, officers, or principals of an entity created, organised, or existing in or under the laws of the United States or which has its principal place of business or is engaged in a trade or business in the United States, but excluding a pension plan for the employees, officers, or principals of an entity created, organised or existing in or under the laws of a foreign jurisdiction and which has its principal place of business outside the United States and was established and is administered in accordance with the law of a country other than the United States and customary practices and documentation of such country),

(i) in which United States Persons hold units of

participation representing in the aggregate 10% or more of the beneficial interests in the entity, or

(ii) which has as a principal purpose the facilitating of

investment by a United States Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations of the U.S. Commodity Futures Trading Commission by virtue of its participants being non-United States Persons;

(g) an agency or branch of a foreign entity located in the United

States; (h) a non-discretionary account or similar account (other than an

estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Person;

(i) a discretionary account or similar account (other than an

estate or trust) held by a dealer or other fiduciary created, organised, incorporated, existing, or (if a natural person) resident in the United States, unless held by a dealer or other professional fiduciary for the benefit or account of a person which is not a United States Person; or

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(j) a partnership, corporation, or other entity created, organised,

incorporated, or existing under the laws of a foreign jurisdiction and formed by a United States Person principally for purposes of investing in securities not registered under the U.S. Securities Act of 1933, as amended.

For purposes of sub-paragraphs (a) - (j) above, a shareholder which is not otherwise a United States Person shall be deemed to be a United States Person if, as a result of the ownership of shares by such shareholder, another person which is a United States Person could, in respect of the Company, under any circumstances, meet the ownership requirements of (i) Code Section 1297(a) (relating to indirect ownership through passive foreign investment companies, 50%-owned corporations, partnerships, estates, trusts, or options, or as otherwise provided in the Code), or (ii) the information reporting provisions of Code Section 551(c) (requiring at least 5% direct, indirect, or constructive ownership), Code Section 6035 (requiring at least 10% direct, indirect, or constructive ownership), Code Section 6038 (requiring more than 50% direct, indirect, or constructive ownership), or Code Section 6046 (requiring at least 5% direct, indirect, or constructive ownership). For the purposes of this definition, “United States Person” has the meaning ascribed in Section 7701(a)(30) of the Code : (A) a citizen or resident of the United States, (B) a domestic partnership, (C) a domestic corporation, (D) any estate (other than a foreign estate, within the meaning of

Section 7701(a)(31) of the Code), and (E) any trust if—

(i) a court within the United States is able to exercise primary supervision over the administration of the trust, and

(ii) one or more United States persons have the authority to

control all substantial decisions of the trust.

Wholesale Fund Means a unit trust scheme, the units of which are issued, offered for subscription or purchase, or for which invitations to subscribe for or purchase of units have been made, exclusively to Qualified Investors.

General Words and Expressions In this Replacement Information Memorandum, unless the context otherwise requires, words importing the singular shall include the plural and vice-versa. References to any law, rules, guidelines or orders shall include such law, rules, guidelines or orders as may be amended from time to time.

1

CHAPTER 1: KEY DATA

This section contains a summary of the salient information about the Fund.

Fund Information

Name of Fund United RMB Income & Growth Fund

Fund Type Income and Growth

Fund Category Feeder fund (fixed income).

Investment Objective

The Fund seeks to provide *income and capital growth by investing in the Target Fund. *Note: Please be aware that income distribution proceeds will be reinvested as additional Units of the Fund. Kindly refer to the information under the heading “Mode of Distribution” which can be found below for a better understanding on the mode of distribution. Any material change to the Fund’s investment objective would require Unit Holders’ approval.

Classes of Units MYR Class

# *SGD Class *USD Class RMB Class

#MYR Class was launched on 28 November 2013.

*Note: Please note that the SGD Class and USD Class are NOT offered for sale as at the date of this Replacement Information Memorandum and will be offered for sale at a later date to be determined by the Manager.

Launch Date

MYR Class

*SGD Class

*USD Class

RMB Class

28 November

2013


8 January 2015

Investment Policy and Strategy

The Fund is a feeder fund and it aims to invest a minimum of 90% of its NAV in the SGD class of Shares of the Target Fund; the balance of the NAV of the Fund will be invested in liquid assets. As the SGD class of Shares of the Target Fund which the Fund intends to invest in is denominated in SGD, the Manager may employ hedging to reduce the Fund’s exposure to foreign exchange fluctuations. The investment policy and strategy of the Fund will be further elaborated in Chapter 3.

2

Please refer to Chapter 4 for information on the Target Fund including the investment policies and strategies employed.

Asset Allocation

The asset allocation of the Fund is as follows:

Minimum 90% of the NAV to be invested in the Target Fund; and

Up to 10% of the NAV to be invested in liquid assets comprising money market instruments and deposits with financial institutions.

Principal Risks Associated with the Fund

Liquidity risk; Concentration risk; Currency risk; and Investment manager risk.

Principal Risks Associated with the Target Fund

Credit/default risk; Political and/or regulatory risk; Foreign exchange / currency risk; Share currency designation risk; Premium risk; Settlement considerations; Accounting, auditing and financial reporting standards; Emerging Markets risk; Default of payment risk; Low rated or unrated debt securities risk; Reinvestment risk Liquidity risk; Cross-liability for other Series; Derivatives and techniques and instruments risk (which include but are

not limited to the following); Correlation risk; Legal risk; Counterparty risk; Liquidity of futures contracts; Forward trading; Securities lending risk; Foreign exchange transactions; OTC markets risk; Investment Adviser valuation risk; Tax risks of the Company;

China country risk; RMB currency risk; Convertible bonds risk; Certain QFII considerations; and PRC tax risk.

Benchmark

HSBC Offshore Renminbi Bond Index (CNH Index)

(Bloomberg Ticker: HCNHACUM Index)

Source: Bloomberg

Note: While the benchmark is used as a measure of performance of the Fund, the risk profile of the benchmark is not the same as the risk profile of the Fund.

Investors’ Profile

The Fund is suitable for investors who:

seek income and capital growth; and

have a Medium Term investment horizon.

Financial Year

The period of 12 months ending on the 30th day of June of every year except

that the first financial year of the Fund shall commence on the Launch Date

3

and end on the 30th day of June 2014.

Offer Price

MYR Class

*SGD Class

*USD Class

RMB Class

RM1.0618 (as at 29

December 2014)

SGD1.00

USD1.00

RMB1.00


Initial Offer Period MYR Class

*SGD Class

*USD Class

RMB Class

Not applicable as the MYR Class was launched on 28 November 2013.

Please refer to the note below.

Please refer to the note below.

A period of one (1) day which is 8 January 2015.


FEES AND CHARGES RELATED TO THE FUND

This table describes the fees and charges that you may incur DIRECTLY when you buy or sell Units of the Fund.

Sales Charge

Up to 3.50% of the NAV per Unit. The amount of sales charge is applicable to all classes of Units.

Redemption Charge

Up to 1.00% of the NAV per Unit will be imposed for any redemption requests made within 6 months from the date of this Replacement Information Memorandum or the date of launch of the respective class of Units, as the case may be. Thereafter, no redemption charges will be imposed for redemption requests. The amount of redemption charge is applicable to all classes of Units.

Note: The Manager reserves the right to waive and/or reduce the sales charge or redemption charge from time to time at its absolute discretion. Investors may negotiate for a lower sales charge with our IUTAs/distributors. Investment through the distributors shall be subject to their respective terms and conditions.

Switching Fee

Not applicable.

Transfer Fee MYR Class

*SGD Class

*USD Class

RMB Class

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0.1% of the total

value of Units transferred, subject to a

maximum fee of RM100 for Units

of the MYR Class

0.1% of the total


maximum fee of SGD40 for Units

of the SGD Class

0.1% of the total


maximum fee of USD35 for Units of the USD Class

0.1% of the total


maximum fee of RMB200 for

Units of the RMB Class

*Note: Please note that the SGD Class and USD Class are NOT offered for sale as at the date of this Replacement Information Memorandum and will be offered for sale at a later date to be determined by the Manager. Transactions made via our IUTA/distributors may be subject to terms and conditions of the respective IUTA/distributors.

Other Charges Charges, for instance bank charges, telegraphic charges and courier charges, shall be borne by the Investor in order to execute transactions on behalf of the Investor.

This table describes the fees, charges and expenses that you may incur INDIRECTLY when you invest in the Fund:

Management Fee

1.50% per annum of the NAV of the Fund, accrued daily and paid monthly in the Base Currency. The amount of Management Fee is applicable to all classes of Units. Please note that there will not be any double charging of management fees at the Fund level and Target Fund level. The manager’s fee imposed at the Target Fund level will be refunded to the Fund in the form of cash by the manager of the Target Fund; the cash received will form part of the NAV of the Fund. This means that the Unit Holder will only incur Management Fee at the Fund’s level i.e. 1.50% per annum of the NAV of the Fund.

Trustee Fee

Up to 0.04% per annum of the NAV of the Fund, accrued daily and paid monthly in the Base Currency, subject to a minimum of MYR12,000 per annum. The amount of Trustee Fee is applicable to all classes of Units.

Other Expenses

Only fees and expenses that are directly related and necessary in operating and administering the Fund may be charged to the Fund in accordance to the Deed. Please refer to Section 5.8 for details of such fees and expenses.

TRANSACTION INFORMATION

Minimum Initial Investment

MYR Class

*SGD Class

*USD Class

RMB Class

MYR10,000

SGD4,000

USD3,000

RMB10,000

*Note: Please note that the SGD Class and USD Class are NOT offered for sale as at the date of this Replacement Information Memorandum and will

5

be offered for sale at a later date to be determined by the Manager.

Minimum Additional Investment

MYR Class

*SGD Class

*USD Class

RMB Class

MYR1,000 SGD1,000 USD1,000 RMB1,000


Minimum Redemption Amount

The minimum redemption amount is 10,000 Units for each class of Units or such other lower amount as the Manager may from time to time decide. There is no restriction on the number of times a Unit Holder can redeem.

Minimum Holding 10,000 Units for each class of Units or such other lower amount as the Manager may from time to time decide.

Redemption Payment Period

In normal circumstances, the Manager will make payment of redemption proceeds within 12 Business Days of receipt of a duly completed redemption form. Note: There may be instances when the redemption payment period of 12 Business Days cannot be complied with, please refer to Section 6.5 of this Replacement Information Memorandum for further details. The redemption payment period in such circumstances shall not exceed 90 Business Days from the receipt of the completed redemption form. Redemption proceeds for Units of each class of Units will be paid in the currency of the respective class of Units.

Transfer Facility

Unit Holders are allowed to transfer their Units to another Qualified Investor at the Manager’s discretion.

Minimum Transfer Amount

10,000 Units for each Class or such other lower amount as the Manager may from time to time decide.

Switching Facility

Switching facility is not available for the Fund.

Minimum Switching Amount

Not applicable.

Eligibility to Subscribe

This Fund is not intended to be sold to U.S. Persons. Investors and transferees will be required to certify that they are not U.S. Persons before purchasing Units of the Fund.

OTHER INFORMATION

Distribution Policy Subject to the availability of income, the Manager will distribute income twice a year.

Mode of Distribution

Distribution proceeds will be automatically reinvested as additional *Units. *Note:

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The distribution proceeds will be reinvested in Units of the respective classes of Units based on the NAV per Unit of the respective classes of Units at the income payment date (which is within 5 Business Days from the income distribution declaration date) at no additional cost to the Unit Holders.

Reports Unit Holders will receive the following statements and reports:

Confirmation of investment statements detailing his investment, which will be sent within 10 Business Days from the date monies are received by the Manager for investment in the Fund. This confirmation will include details of the Units purchased and the purchase price;

Monthly statements of account which shows the balance of Unit Holders’ investments and all transactions made during the month, distribution details and investment value;

Quarterly reports which provides a brief overview of the Fund including key risk factors, investment outlook for the quarter, the Fund’s financial performance, credit risk, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and unaudited accounts of the Fund for the quarter. The quarterly reports will be sent to all Unit Holders within 2 months from the end of each financial quarter;

An annual report which provides a detailed overview of the Fund including key risk factors, investment outlook for the year, the Fund’s financial performance, credit risk, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and audited accounts of the Fund for the year. The annual report will be sent to all Unit Holders within 2 months from the end of each Financial Year; and

If distribution of returns is declared by the Fund, Unit Holders will receive a statement of distribution of returns, detailing the nature and amount of returns distributed by the Fund and a tax statement/voucher for submission to the Inland Revenue Board of Malaysia.

Principal Deed The Deed dated 15 November 2013 in respect of the Fund entered into between the Manager and the Trustee.

Supplemental Deed(s)

The First Supplemental Deed dated 16 January 2014 in respect of the Fund entered into between the Manager and the Trustee.

The Second Supplemental Deed dated 31 December 2014 in respect of the Fund entered into between the Manager and the Trustee.

INFORMATION ABOUT THE TARGET FUND

Brief Information on the Structure of the Target Fund

The Target Fund is one of the Series under the umbrella of the Company. The Company is an open-ended umbrella type investment company with variable capital and with segregated liability between the Series incorporated with limited liability under the laws of Ireland and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as amended or supplemented from time to time and any notices or regulations that may from time to time be issued by the Central Bank of Ireland affecting the Company. Please refer to Chapter 4, Information on the Target Fund for further details.

Name of Target Fund

UOB United Renminbi Bond Fund.

7

Operator/Manager of the Target Fund

UOB Global Capital (Dublin) Limited.

Country of Origin of Target Fund

Ireland.

Regulatory Authority which regulates the Target Fund

Central Bank of Ireland.

Investment Adviser of the Target Fund

UOB Asset Management Ltd, incorporated in Singapore.

Class of Shares that the Fund is investing in

SGD class of Shares of the Target Fund.

Base Currency of the Target Fund

USD.

Date of Establishment of Target Fund

The Target Fund was established on 14 December 2011 as one of the sub-funds under the umbrella of the Company.

Fees and Expenses related to the Target Fund

Subscription fee A subscription fee not exceeding *6% of the total subscription amount may be deducted from the total subscription amount and may be paid to the correspondent bank/paying agent/global distributor or distributor for its or their absolute use and benefit and shall not form part of the assets of the Target Fund. The Company may at its sole discretion reduce or waive such fee or fees or differentiate between applications as to the amount of such fee or fees within the permitted limits.

*Note: The subscription fee for investing in Shares of the Target Fund is waived. Redemption fee A redemption fee of up to *2% of the net asset value per Share may be imposed by the manager of the Target Fund at its discretion if a Shareholder sells his Shares within 30 days of the date of purchase. *Note: The redemption fee for redeeming investments in Shares of the Target Fund is waived. Manager’s fee The manager’s fee is 1% of the net asset value of the Target Fund attributable to the SGD class of Shares accrued daily and payable quarterly in arrears. Please note that this manager’s fee will be refunded to the Fund in the form of cash by the manager of the Target Fund; the cash received will form part of the NAV of the Fund. Accordingly, there will be no double charging of management fee at the Fund level and Target Fund level. This means that the Unit Holder will only incur Management Fee at the Fund’s level i.e. 1.50% per annum of the NAV of the Fund Investment Adviser’s fee Please note that the Investment Adviser’s fee will be borne by the manager of the Target Fund and will not be paid out of the Target Fund. Custodian’s fee

8

The custodian shall be entitled to receive out of the assets of the Target Fund an annual fee, accrued daily and payable monthly in arrears, based on the number of transactions and the net asset value of the Target Fund, subject to a maximum fee of 0.15% of the net asset value of the Target Fund (plus value added tax (“VAT”) if any). In addition, the custodian is entitled to be repaid all of its disbursements, including the fees and expenses of any sub-custodian (which shall be at normal commercial rates in the jurisdiction in which the Target Fund is domiciled) and transaction charges (which shall also be at normal commercial rates in the jurisdiction in which the Target Fund is domiciled) levied by the custodian which are payable by the Target Fund. Administrator’s fee The Administrator shall be entitled to receive out of the assets of the Target Fund an annual fee of up to 0.15% of the net asset value of the Target Fund, accrued daily and payable monthly in arrears, subject to a minimum annual fee of USD24,000. This minimum fee may be waived by the Administrator for such period or periods of time as may be agreed between the manager of the Target Fund and the Administrator from time to time. A maintenance fee per shareholder account, per annum, a fee per transaction noted on the register and a fee for financial statement preparation are also payable by the Target Fund, such fees shall be charged at normal commercial rates (for the avoidance of doubt, “normal commercial rates” means, normal commercial rates in the jurisdiction in which the Target Fund is domiciled). The Administrator is also entitled to be reimbursed by the Target Fund for all of its disbursements and out of pocket expenses. The preliminary and organisational expenses and the costs and expenses of and incidental to the offer of Shares in the Target Fund (including the costs of preparing contracts to which the Company is party and the fees and expenses of its professional advisers), shall not exceed USD50,000 (exclusive of VAT) and are payable by the Company, out of the assets of the Target Fund. Such expenses are being amortised over the first five years of the Target Fund (or such other period as may be determined by the directors of the Company) and will represent a liability for the purposes of calculating the net asset value of the Target Fund. Details on the fees and expenses related to the Target Fund can be found in Chapter 4, “Information on the Target Fund”.

THE ABOVE KEY DATA IS ONLY A SUMMARY OF THE FUND’S SALIENT INFORMATION. INVESTORS SHOULD READ AND UNDERSTAND THE CONTENTS OF THIS REPLACEMENT INFORMATION MEMORANDUM AND, IF NECESSARY, CONSULT THEIR ADVISER(S) BEFORE MAKING AN INVESTMENT DECISION. THERE ARE FEES AND CHARGES INVOLVED AND INVESTORS ARE ADVISED TO CONSIDER THE FEES AND CHARGES BEFORE INVESTING IN THE FUND. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH INVESTORS SHOULD CONSIDER, PLEASE REFER TO THE “RISK FACTOR” SECTION COMMENCING ON PAGE 9. AS THIS IS A FEEDER FUND, THE MANAGER HAS PROVIDED INVESTORS WITH INFORMATION ON THE TARGET FUND BASED ON THE TARGET FUND’S PROSPECTUS. YOU MAY OBTAIN A COPY OF THE LATEST TARGET FUND’S PROSPECTUS FROM THE MANAGER. AS THIS IS A FEEDER FUND, INVESTORS SHOULD BE AWARE THAT THEY MAY BE SUBJECTED TO HIGHER FEES DUE TO THE LAYERED INVESTMENT STRUCTURE.

9

CHAPTER 2: RISK FACTORS

The Manager encourages Unit Holders to give careful consideration to the risks associated when investing in the Fund and, accordingly, to obtain independent financial and taxation advice before investing in the Fund.

2.1 GENERAL RISKS OF INVESTING IN THE FUND

Below are some of the general risks which Unit Holders should be aware of when investing in the Fund: Market risk Market risk stems from the fact that there are economy-wide perils which affect large portions of the market and cannot be eliminated. The value of investments may increase or decrease due to changes in market factors such as uncertainties in the economic, political and social environment that impact large portions of the market. Inflation/ purchasing power risk Inflation risk is the potential loss of purchasing power due to an increase of consumer prices. Inflation risk therefore, is the risk of an investor’s investment not growing proportionately to the inflation rate. Inflation erodes the real rate of return (that is, the return less the inflation rate) from an investment. This may lead a decrease in the investor’s purchasing power even though the investment in monetary terms may have increased. Risk of non-compliance This risk refers to the possibility that the Manager may not follow the provisions set out in this Replacement Information Memorandum or the Deed or the laws, rules, guidelines or internal operating policies which governs the Fund. Non-compliance may occur directly due to factors such as human error or system failure and can also occur indirectly due to amendment on the relevant regulatory frameworks, laws, rules, and other legal practices affecting the Fund. This risk may result in operational disruptions and potential losses to the Fund. The Manager aims to mitigate this risk by placing stringent internal policies and procedures and compliance monitoring processes to ensure that the Fund is in compliance with the relevant regulations or guidelines. Returns are not guaranteed Unit Holders should be aware that there is no guarantee of any returns by investing in the Fund. Unlike fixed deposits placed directly by the Unit Holders into any financial institutions which carry a specific rate of return, the Fund does not provide a fixed rate of return. Additionally, Unit Holders should also note that returns of the Fund is not guaranteed and may be subject to loss.

2.2 SPECIFIC RISKS RELATED TO THE FUND

Below are some of the specific risks when investing in the Fund; they may include but are not limited to:

Liquidity Risk The ability of the Fund to honour requests for redemption in a timely manner is subject to the Fund’s holding of adequate liquid assets and/or the redemption restrictions imposed by the Target Fund as set out under Section 6.5 below. Concentration Risk The Fund is exposed to concentration risk as it is investing wholly (save for investments in liquid assets as mentioned in the asset allocation) in one single collective investment scheme, the Target Fund. Hence, the Fund’s value and/or performance is dependent on the performance of the Target

10

Fund. Investors should be aware of the Fund’s concentrated exposure to the Target Fund when investing in this Fund. Currency Risk The NAV attributable to a class of Units expressed in a particular currency i.e., the USD Class, SGD Class and RMB Class, may be affected favourably or unfavourably by exchange control regulations or changes in the exchange rates between the MYR (i.e., the base currency of the Fund) and those currencies. Unfavourable foreign exchange rate movements may affect the value of the Units. The valuation of the class of Shares of the Target Fund which the Fund invests in (i.e., the SGD class of Shares which is denominated in SGD) may also be affected favourably or unfavourably by exchange control regulations or changes in the exchange rates between the MYR (i.e., the base currency of the Fund) and the SGD. To mitigate currency risk, the Manager may employ hedging. As the Target Fund will invest in RMB-denominated investments and hence exposed to RMB, please take note of the RMB Currency Risk write-up which can be found below in Section 2.3, “Specific Risks related to the Target Fund”. Investment Manager Risk The performance of the Fund depends on the experience, knowledge and expertise of the Manager. Any error in the investment techniques and processes adopted by the Manager may have an adverse impact on the Fund’s performance. For example, (i) there may be errors in the investment process whereby the Manager fails to maintain the declared asset allocation of the Fund arising from but not limited to incidences such as miscalculation, valuation errors or delay in execution of transactions; and (ii) The Manager may also employ hedging techniques and if there are any errors in the hedging techniques employed, the Fund may be adversely affected. The Manager seeks to mitigate this risk by implementing a consistent and structured investment process, systematic operational procedures and processes along with stringent internal controls. Further, as the Fund is a feeder fund, the main investment of the Fund is the Target Fund which is managed by the manager of the Target Fund. Any mis-management by the investment team of the manager of the Target Fund will adversely impact the Target Fund which in turn will affect the performance of the Fund.

2.3 SPECIFIC RISKS RELATED TO THE TARGET FUND

As the Fund is a feeder fund, Unit Holders should be aware of the specific risks related to the Target Fund. The risk write-ups below are based on the risk factors applicable to the Target Fund contained in the prospectus of the Company dated 3 September 2012 and the supplement for the prospectus of the Company relating to the Target Fund dated 3 September 2012 (hereinafter referred to as “the prospectus of the Target Fund”). Unit Holders who wish to sight copies of the prospectus of the Target Fund may do so at the Manager’s office. Credit/Default Risk Credit/default risk, a risk relating to all debt instruments. There is always a chance that an issuer may fail to make principal and/or interest payments when due. Issuers with higher credit/default risk typically offer higher yields and conversely, issuers with lower credit/default risk typically offer lower yields. Generally, government/sovereign securities are considered to be the safest in terms of credit /default risk under normal market conditions, while corporate debt, especially for companies with poorer credit ratings, have the highest credit/default risk. Government/sovereign securities can also carry high credit/default risk if a country’s economic, political, fiscal and monetary situation deteriorates. Changes in the financial condition of an issuer, or changes in economic and political conditions are factors that may have an adverse impact on an issuer’s credit quality and hence the debt instrument’s value. Political and/or Regulatory Risks The value of the Target Fund’s assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and

11

regulations of countries in which investment may be made. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in certain countries in which investment may be made may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets. Foreign ownership restrictions in some markets may mean that corporate actions entitlements in relation to the Target Fund may not always be secured or may be restricted. Foreign Exchange/Currency Risk The Target Fund may invest up to 30% of its net asset value in securities denominated in a wide range of currencies, some of which may not be freely convertible. The net asset value of the Target Fund as expressed in USD will fluctuate in accordance with the changes in the foreign exchange rate between the USD and the currencies in which the Target Fund’s investments are denominated. The Target Fund may therefore be exposed to a foreign exchange/currency risk. It may not be possible or practicable to hedge against the consequent foreign exchange/ currency risk exposure. Share Currency Designation Risk As the Fund invest in the SGD class of Shares of the Target Fund which is denominated in SGD while the base currency of the Target Fund is USD, changes in the exchange rate between the SGD and the USD may lead to a depreciation of the value of the SGD class of Shares of the Target Fund as expressed in SGD. The Investment Adviser may try to mitigate this risk by using financial instruments, such as foreign exchange spot and forward contracts, as a hedge provided that such instruments shall not result in over hedged positions exceeding 105% of the net asset value attributable to the SGD class of Shares of the Target Fund and hedged positions materially in excess of 100% of net asset value will not be carried forward from month to month. The Investment Adviser may monitor the exposure on a daily basis where large market movements have occurred and a weekly adjustment will be made to ensure that the hedging target is maintained. If the Investment Adviser enters into such transactions then they will solely be attributable to the SGD class of Shares of the Target Fund and may not be combined or offset against the exposures of other classes of Shares of the Target Fund or specific assets. In such circumstances, the Fund being a Shareholder of that SGD class of Shares of the Target Fund may be exposed to fluctuations in the net asset value per Share of the SGD class of Shares of the Target Fund reflecting the gains/losses on and the costs of the relevant financial instruments and this strategy may substantially limit the Fund as a Shareholder of the SGD class of Shares of the Target Fund from benefitting if the SGD falls against the base currency of the Target Fund, i.e., the USD. Settlement Considerations The Target Fund will be exposed to credit risk on parties with whom it trades securities, and may also bear the risk of settlement default, in particular in relation to debt securities such as bonds, notes and similar debt obligations or instruments. Investors should note that settlement mechanisms in Emerging Markets are generally less developed and less reliable than those in more developed countries and this therefore increases the risk of settlement default, which could result in substantial losses for the Company and the Target Fund in respect of investments in Emerging Markets. Investors should also note that the securities of small capitalisation companies as well as the securities of companies domiciled in Emerging Markets are generally less liquid and more volatile than more developed stock markets and this may result in fluctuations in the price of the Shares of the Target Fund. Accounting, Auditing and Financial Reporting Standards The accounting, auditing and financial reporting standards of many of, if not all of, the countries in which the Target Fund may invest are likely to be less extensive than those applicable to companies in developed countries such as United States or United Kingdom. Emerging Markets Risk Investing in Emerging Markets may involve a higher degree of risk as compared to developed markets. Risks include (i) greater risk of expropriation, confiscatory taxation, nationalisation, and social, political and economic stability; (ii) the small current size of the markets for securities of Emerging Markets issuers and the current low or non-existent volume of trading, resulting in lack of liquidity and in price volatility, (iii) certain national policies which may restrict the Target Fund’s

12

investment opportunities including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and (iv) the absence of developed legal structures governing private or foreign investment and private property. Default of Payment Risk If the Fund, as an investor of the Target Fund, fails to pay any amount payable in respect of the Shares of the Target Fund by the time specified on the day appointed for payment, the Administrator or the correspondent bank/paying agent, with the approval of the manager of the Target Fund may either cancel the allotment of such Shares of the Target Fund or serve a notice on the investor requiring payment of the amount outstanding together with any accrued interest and any costs incurred by the Target Fund by reason of non-payment. If the Administrator or the correspondent bank/paying agent cancels the issue of Shares of the Target Fund, any relevant funds received may be returned to the Fund at the Fund’s risk less an amount to cover any costs incurred by the Target Fund or alternatively funds may be held for investment on the next dealing day after deduction of any cost incurred by the Target Fund on account of the late payment provided all anti-money laundering checks are complete. Low Rated or Unrated Debt Securities Risk The market value of corporate debt securities which are unrated or rated below investment grade tend to be more sensitive to company-specific developments and changes in economic conditions than higher rated securities. Issuers of these securities are often highly leveraged, so that their ability to service debt obligations during an economic downturn may be impaired. In addition, such issuers may not have more traditional methods of financing available to them, and may be unable to repay debt at maturity by refinancing. The risk of loss due to default in payment of interest or principal by such issuers is significantly greater than in the case of investment grade securities because such securities frequently are subordinated to the prior payment of senior indebtedness. Reinvestment Risk Many fixed income securities, including certain corporate debt securities in which the Target Fund may invest, contain call or buy-back features which permit the issuer of the security to call or repurchase it. If any issuer exercises such a call option and redeems a high yielding security, the Target Fund may have to replace the called security with a lower yielding security, resulting in a decreased rate of return for the Target Fund. Liquidity Risk Not all securities or instruments invested in by the Target Fund will be rated and consequently liquidity may be low. Moreover, the accumulation and disposal of holdings in some investments may be time consuming and may need to be conducted at unfavourable prices. The Target Fund may also encounter difficulties in disposing of assets at their fair price due to adverse market conditions leading to limited liquidity. Cross-Liability for other Series The Company is established as an umbrella fund with segregated liability between Series (for the avoidance of doubt, the Target Fund is a Series within the Company). Under Irish law the assets of one Series are not available to satisfy the liabilities of or attributable to another Series. However, the Company may operate or have assets in countries other than Ireland which may not recognise segregation between Series and there is no guarantee that creditors of one Series will not seek to enforce one Series’ obligations against another Series. Investment Adviser Valuation Risk The Administrator may consult the Investment Adviser with respect to the valuation of certain investments. Whilst there is an inherent conflict of interest between the involvement of the Investment Adviser in determining the valuation price of the Target Fund’s investments and the Investment Adviser’s other duties and responsibilities in relation to the Target Fund, the Investment Adviser has in place a pricing committee charged with reviewing all pricing procedures which follows industry standard procedures for valuing unlisted investments. Tax Risks of the Company The Company may become liable to account for tax, in any jurisdiction, including any interest or penalties thereon if an event giving rise to a tax liability occurs. The Company shall be entitled to

13

deduct such amount from the payment arising on such event or to compulsorily redeem or cancel such number of Shares of the Target Fund held by the Fund which is sufficient, after the deduction of any redemption charges, to discharge any such liability. The Fund shall indemnify and keep the Company indemnified against any loss arising to the Company by reason of the Company becoming liable to account for tax and any interest or penalties thereon on the happening of an event giving rise to a tax liability including if no such deduction, appropriation or cancellation has been made. For the avoidance of doubt, the Fund will only bear any losses due to tax liability incurred by the Company if such tax liability is caused by the Fund as an investor. China Country Risk Investing in offshore and onshore* RMB debt instruments is subject to the risks of investing in Emerging Market assets generally and the risks specific to the PRC. Many of the PRC economic reforms are unprecedented or experimental and are subject to adjustment and modification, which may have an adverse effect on the performance of such instruments or the availability of suitable instruments. Political changes, social instability and unfavourable diplomatic developments in the PRC could result in the imposition of additional restrictions including expropriation of assets, confiscatory taxes or nationalisation of some or all of the investments held by the Target Fund. Investors should note that any change in the policies of the PRC may have an adverse impact on the investments held by the Target Fund. Furthermore, the PRC government may from time to time adopt corrective measures to control the growth of the PRC economy which may have an adverse effect on the performance of the Target Fund. The legal system of the PRC has been undergoing rapid changes. Many of the laws and regulations of the PRC, including laws relating to the securities markets, are still at an experimental stage and the enforceablility of such laws and regulations remains unclear. There may also be difficulties in interpreting and applying such laws and regulations. Chinese accounting standards and practices may deviate significantly from international accounting standards. Various tax reform policies have been implemented by the PRC government in recent years. The Target Fund may be subject to withholding and other taxes imposed by the PRC government. There can be no assurance that the existing tax laws will not be revised or amended in the future. Any changes in tax policies could affect the amount of income which may be derived, and the amount of capital returned, from the investments of the Target Fund. Laws governing taxation will continue to change and may contain conflicts and ambiguities, and may operate on a retrospective basis. *Note: Currently, the Target Fund does not invest directly in the PRC but may do so in future. RMB Currency Risk RMB is not a freely convertible currency and is subject to foreign exchange control policies; furthermore investment proceeds from onshore* RMB-denominated investments is subject to repatriation restrictions (including regulations governing qualified foreign institutional investor (“QFIIs”)) imposed by the government of the PRC. *Note: The Target Fund currently does not invest directly in the PRC but may do so in future. If such policies or restrictions change in the future, the position of the Target Fund as well as the Fund, may be adversely affected. Conversion between RMB and other currencies (including USD and SGD) is subject to policy restrictions and promulgations relating to RMB and relevant regulatory requirements. Relevant policies may have impact on the ability of the Target Fund to convert between RMB and other currencies (including USD and SGD), applicable exchange rate and cost of conversion. There is no assurance that conversion will not become more difficult or impossible, or that the RMB will not be subject to devaluation, revaluation or shortages in its availability, limiting the depth of the RMB market. The possibility that the appreciation of RMB may be accelerated cannot be excluded, which may result in it becoming more costly for the Target Fund to acquire RMB denominated assets from any non-RMB funds raised, as a given amount of foreign currency would be exchangeable for fewer units of the RMB-denominated asset following an appreciation of the RMB.

14

On the other hand, there can be no assurance that the RMB will not depreciate or be subject to devaluation. The Target Fund will be subject to bid/offer spread on currency conversion and transaction costs. Such foreign exchange risk and costs of conversation may result in capital loss to the Target Fund and its investors. The Chinese government’s policies on exchange control and repatriation restrictions (including those relating to QFIIs) are subject to change, and the Target Fund’s as well as the Fund’s position may be adversely affected.

The Target Fund may enter into currency hedging transactions to attempt to reduce its risk of loss due to currency fluctuation. These hedging techniques may reduce but will not eliminate the risk of loss due to unfavourable currency fluctuations; however, it also tends to limit any potential gain that might result from favourable currency fluctuations.

Convertible Bonds Risk The Target Fund may invest in convertible bonds, which are a hybrid between debt and equity, permitting holders to convert into shares or stocks of the issuer at a future date. Investments in convertible bonds entail a greater volatility than straight bond investments, with an increased risk of capital loss, but with the potential of higher returns. If the convertible bond is converted into equity, the volatility of that particular asset changes. Equities have greater volatility than bonds, therefore, the risk of capital loss is higher. Further, in the event of insolvency, holders of equity rank lower than bond holders hence the increased risk of capital loss once the bond is converted to equity. Certain QFII Considerations The QFII system was introduced in 2002. Under the prevailing regulations, foreign investors can only invest in certain investment products in the PRC through a QFII status obtained from the China Securities Regulatory Commission of the PRC (the “CSRC”). Although, the CSRC may relax QFII eligibility requirements and make investment in certain investment products in the PRC easier and more widespread in the future (as it has done in 2006 by making certain amendments to the QFII system), this cannot be guaranteed. It is not possible to predict the future development of the QFII system and the CSRC may even impose restrictions on QFII’s operations. Such restrictions may adversely affect the Target Fund to the extent that it may have invested in onshore PRC securities via the QFII quota of institutions that have obtained QFII status or by purchasing access products. Where investments made by the Target Fund in investment products in the PRC are to be made and held within the investment quota of a relevant QFII (“Quota”), any violation of the investment restrictions relating to the Quota may result in the revocation of, or other regulatory action being imposed on, all the investments of the Quota, including those of the Target Fund. In addition, the Target Fund may not be able to repatriate all or part of its realised profits if the investments in the Quota as a whole do not make any profit or the level of profits made by the entire Quota is below that of the portion of the Quota invested by the Target Fund. Under the QFII system, a QFII must obtain approval from State Administration of Foreign Exchange of the PRC (“SAFE”) to increase its Quota. In the event that any QFII wishes to increase its respective Quota from time to time, obtaining SAFE’s approval for such increase may take time. Where insufficient investment quota is available, additional access products may not be available from QFII entities. The QFII rules and the interpretation thereof by the PRC authorities may be varied in the future. There can be no assurance that any revisions to the QFII rules and/or the change to the interpretation of such rules will not prejudice the QFIIs. Further, the use of any QFII Quota is subject to review by the PRC authorities from time to time. The Quota of any relevant QFII may be cancelled or reduced, the occurrence of which is likely to have an adverse impact on the Target Fund to the extent that the Target Fund has invested through the Quota of such QFII or purchase access products issued by such QFII.

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PRC Tax Risk Investors should note that where the Target Fund invests in RMB Debt Instruments of which the incomes (such as interest income) are derived from the Mainland China (the “Mainland”) (including those issued by Chinese tax resident enterprises, irrespective of whether the RMB debt instruments are issued or listed in or outside the Mainland or unlisted), the Target Fund is subject to withholding of enterprise income tax imposed in the Mainland. The Target Fund may also be subject to other taxes imposed in the Mainland. Under the PRC enterprise income tax law and its implementation rules, incomes derived from the Mainland by non-resident enterprises which have no establishment or place in the Mainland are subject to withholding of enterprise income tax at the rate of 10% (such rate may however be subject to change from time to time). As such, in respect of the Target Fund’s investments in RMB debt instruments of which the incomes (such as interest income) are derived from the Mainland, if any, the Target Fund is subject to withholding of enterprise income tax; and such withholding tax will reduce the income from the Target Fund and adversely affect the performance of the Target Fund. However, there are still uncertainties as to the application of the PRC enterprise income tax law and its implementation rules (for example, it is not clear as to whether gains on disposal of investments in such RMB debt instruments would be subject to withholding of enterprise income tax and if so, whether such withholding will apply retrospectively). Once the PRC tax authority has issued further notices or clarified the uncertainties regarding the application of the PRC enterprise income tax law and its implementation rules, the Investment Adviser will make payment and/or arrange for provision of these taxes as it considers necessary as soon as practicable. As a result, the income from, and/or the performance of, the Target Fund may or may not be adversely affected. There is a possibility that the current tax laws, rules, regulations and practice in the Mainland and/or the current interpretation or understanding thereof may change in the future and such change(s) may have retrospective effect. The Target Fund could become subject to additional taxation that is not anticipated as at the date hereof or when the relevant investments are made, valued or disposed of. Any of those changes may reduce the income from, and/or the value of, the relevant investments in the Target Fund. Derivatives and Techniques and Instruments Risk General The prices of derivative instruments, including futures and options prices, are highly volatile. Price movements of forward contracts, futures contracts and other derivative contracts are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programmes and policies of governments, and national and international political and economic events, changes in local laws and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly markets in currencies and interest rate related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The use of techniques and instruments also involves certain special risks, including (1) dependence on the ability to predict movements in the prices of securities being hedged and movements in interest rates, (2) imperfect correlation between the hedging instruments and the securities or market sectors being hedged, (3) the fact that skills needed to use these instruments are different from those needed to select the Target Fund’s securities and (4) the possible absence of a liquid market for any particular instrument at any particular time, and (5) possible impediments to effective portfolio management or the ability to meet redemption. Correlation Risk The prices of financial derivative instruments may be imperfectly correlated to the prices of the underlying securities, for example, because of transaction costs and interest rate movements. The prices of exchange traded financial derivative instruments may also be subject to changes in price due to supply and demand factors.

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Legal Risk The use of OTC derivatives, such as forward contracts, swap agreements and contracts for difference, will expose the Target Fund to the risk that the legal documentation of the contract may not accurately reflect the intention of the parties. Counterparty Risk The Target Fund will have credit exposure to counterparties by virtue of positions in options, repurchase transactions and forward exchange rate and other contracts held by the Target Fund. To the extent that a counterparty defaults on its obligation and the Target Fund is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its position, lose income and incur costs associated with asserting its rights. Liquidity of Futures Contracts Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Target Fund from liquidating unfavourable positions. Forward Trading Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardised; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and cash trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. Market illiquidity or disruption could result in major losses to the Target Fund. Securities Lending Risk As with any extensions of credit, there are risks of delay and recovery. Should the borrower of securities fail financially or default in any of its obligations under any securities lending transaction, the collateral provided in connection with such transaction will be called upon. The value of the collateral will be maintained to equal or exceed the value of the securities transferred. However there is a risk that the value of the collateral may fall below the value of the securities transferred. In addition, as the Target Fund may invest cash collateral received, subject to the conditions and within the limits laid down by the Central Bank of Ireland, the Target Fund if it invests collateral will be exposed to the risk associated with such investments, such as failure or default of the issuer of the relevant security. Foreign Exchange Transactions Where the Target Fund utilises derivatives which alter the currency exposure characteristics of transferable securities held by the Target Fund, the performance of the Target Fund may be strongly influenced by movements in foreign exchange rates because currency positions held by the Target Fund may not correspond with the securities positions held. OTC Markets Risk Where the Target Fund acquires securities on OTC markets, there is no guarantee that the Target Fund will be able to realise the fair value of such securities due to their tendency to have limited liquidity and comparatively high price volatility.

2.4 RISK MANAGEMENT STRATEGIES

As this is a multi-currency feeder fund, the Manager’s risk management role is mainly concerned with mitigating the risks associated with managing a feeder fund. This includes monitoring the asset allocation, managing the liquid assets, employ hedging strategies at its discretion, and imposing stringent internal controls and compliance monitoring.

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THE ABOVE SHOULD NOT BE CONSIDERED TO BE AN EXHAUSTIVE LIST OF THE RISKS WHICH POTENTIAL INVESTORS SHOULD CONSIDER BEFORE INVESTING INTO THE FUND. POTENTIAL INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE FUND MAY BE EXPOSED TO OTHER RISKS FROM TIME TO TIME. YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF AN INVESTMENT. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THIS REPLACEMENT INFORMATION MEMORANDUM AND, IF NECESSARY, CONSULT YOUR ADVISER(S) BEFORE MAKING AN INVESTMENT DECISION.

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CHAPTER 3: FUND INFORMATION

3.1 INVESTMENT OBJECTIVE

The Fund seeks to provide *income and capital growth by investing in the Target Fund. *Note: Please be aware that income distribution proceeds will be reinvested as additional Units of the Fund. Kindly refer to the information under the heading “Mode of Distribution” which can be found below for a better understanding on the mode of distribution. Any material change to the Fund’s investment objective would require Unit Holders’ approval.

3.2 INVESTMENT POLICY AND STRATEGY

The Fund is a feeder fund and the main investment of the Fund is a single collective investment scheme, i.e., the Target Fund. The Manager will monitor the investment objective of the Target Fund to ensure that it is in line with the investment objective of the Fund. The Fund aims to provide income and capital growth from the gains of investing in the Target Fund which may be in the form of dividends and/or capital appreciation. The Fund will invest a minimum of 90% of the NAV of the Fund in the SGD class of Shares of the Target Fund which is denominated in SGD; the balance of the NAV of the Fund will be invested in liquid assets such as money market instruments and placements in deposits to defray operating expenses and to provide liquidity. As the primary investment of the Fund, i.e., the SGD class of Shares of the Target Fund, is denominated in SGD, the Manager may employ hedging to reduce the Fund’s exposure to foreign exchange fluctuations. The hedging tools that the Manager may utilise include but are not limited to foreign currency forwards. As the Fund is a feeder fund, it will stay invested in the Target Fund in so far as the Target Fund’s investment objective and investment policies and strategies will enable the Fund to meet its investment objective. In view of the aforesaid, the Fund will not undertake any temporary defensive position and the Fund’s performance is highly dependent on the performance of the Target Fund. The Target Fund’s investment objective is to generate fixed income returns and benefit from the potential appreciation of the RMB over the Medium Term. Please refer to Chapter 4 for details on the Target Fund and the investment policies and strategies employed by the Target Fund. If and when the Manager considers the investment in the Target Fund is unable to meet the objective of the Fund, the Manager may choose to replace the Target Fund with another collective investment scheme that is deemed more appropriate. The Manager will seek the Unit Holders’ approval before any such changes are made.

3.3 ASSET ALLOCATION

The asset allocation of the Fund is as follows:

Minimum 90% of the NAV to be invested in the Target Fund; and

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Up to 10% of the NAV to be invested in liquid assets comprising money market instruments and deposits with financial institutions.

3.4 BENCHMARK

HSBC Offshore Renminbi Bond Index (CNH Index). Source: Bloomberg Bloomberg Ticker for HSBC Offshore Renminbi Bond Index (CNH Index) : HCNHACUM Index Note: While the benchmark is used as a measure of performance of the Fund, the risk profile of the benchmark is not the same as the risk profile of the Fund.

3.5 PERMITTED INVESTMENTS

Unless otherwise prohibited by the relevant authorities or any relevant law and provided always that there is no inconsistency with the objective of the Fund, the Fund is permitted under the Deed to invest in the following:

The Target Fund or a collective investment scheme which is in line with the objective of the Fund; Money market instruments; Malaysian currency deposits with financial institutions including negotiable certificates of deposit

and placement of money at call with financial institutions; Foreign currency deposits with financial institutions; Foreign currency spots and forwards (for hedging purposes); and Any other form of investments as may be agreed between the Manager and Trustee from time to

time.

3.6 INVESTMENT RESTRICTIONS AND LIMITS The Fund will be managed in accordance with the following list of investment restrictions and limits:

The Target Fund has to be regulated and registered or authorized or approved by the relevant

regulatory authority in its home jurisdiction; The Target Fund has to be managed by another fund management company or operator; The Fund may not invest in:

(a) a fund of funds; (b) a feeder fund; and (c) any sub-fund of an umbrella scheme which is a fund of fund or a feeder fund.

IN THE CASE OF THE BREACH OF REGULATORY RESTRICTIONS, WE SHALL TAKE ALL NECESSARY STEPS AND ACTIONS TO RECTIFY THE BREACH AS REQUIRED UNDER RELEVANT LAWS OR AS DIRECTED BY THE REGULATORS. IN THE CASE OF BREACH OF OTHER RESTRICTIONS SUCH AS RESTRICTIONS IMPOSED BY INTERNAL POLICIES, WE WILL TAKE STEPS AND ACTIONS TO RECTIFY THE BREACH WITHIN A REASONABLE PERIOD AS WE DEEM NECESSARY.

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3.7 BASES OF VALUATION OF THE ASSETS OF THE FUND AND VALUATION FOR THE FUND

3.7.1 BASES OF VALUATION OF THE ASSETS OF THE FUND

Investment Instruments

Valuation Basis

Unlisted collective investment schemes (i.e: the Target Fund)

Investments in unlisted collective investment schemes will be valued, based on the last published redemption price. The Target Fund’s prices are provided to the Manager by the manager of the Target Fund on a daily basis.

Malaysian and/or foreign currency deposits

Malaysian and/or foreign currency-denominated deposits placed with banks or other financial institutions and placement of money at call with investment banks are valued each day by reference to the value of such investments and the interest accrued thereon for the relevant period.

Money market instruments

Money market instruments such as treasury bills and commercial papers will be valued on a daily basis using the accrual method.

Derivatives such as foreign currency spots and forwards

Derivatives positions will be marked-to-market at the close of each Business Day using valuation prices quoted by the derivatives provider.

Foreign exchange rate conversion

Where the value of an asset of the Fund is denominated in a foreign currency (if any), the assets are translated on a daily basis to Ringgit Malaysia using the bid foreign exchange rate quoted by either Reuters or Bloomberg, at United Kingdom time 4.00 p.m. the same day.

Any other instruments

Fair value as determined in good faith by the Manager, on methods or bases which have been verified by the auditors of the Fund and approved by the Trustee.

3.7.2 VALUATION OF THE FUND The Fund must be valued at least once every Business Day (“T day”). The Fund adopts a forward pricing basis which means that the price of the Units will be calculated based on the NAV per Unit at the next valuation point. As the value of the Fund’s investment i.e., the Target Fund at the close of a Business Day will only be determined on the following Business Day (as this is when the manager of the Target Fund will provide the price of units of the Target Fund to the Manager), the valuation of the Units in respect of a particular Business Day can only be carried out on the following Business Day (T + 1) at 5.00 p.m. using the last published redemption price of the Target Fund on T day. This is the valuation point* of the Fund.

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*Note: Valuation point is the particular point in time on a Business Day, as the Manager may decide, at which the NAV of the Fund is calculated. For example, the price of Units in respect of applications for Units or requests for redemption received before the cut-off time of 4.00 p.m. on a Business Day (T day), say, Tuesday, will be based on the valuation of the Units done on the next Business Day, Wednesday (T+1) and will be available on the following day, i.e. Thursday (T+2). Accordingly, applications for Units or requests for redemption received after the cut-off time of 4.00 p.m. on a Business Day (T day), for example, Tuesday, will be deemed received on Wednesday, hence the price of Units thereof will be based on the valuation done on Thursday (T+2) and will be available on Friday (T+3). As the Fund is a multi-class fund which offers Units denominated in different currencies, in order to determine the NAV and the NAV per Unit, the Manager shall convert all expenses and income of the Fund, denominated in currencies other than MYR, into the Base Currency. Please refer to Section 6.2 for a better understanding on how the NAV and NAV per Unit is calculated.

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CHAPTER 4: INFORMATION ON THE TARGET FUND

This section of the Replacement Information Memorandum provides investors with information regarding the Target Fund and the parties behind the management of the Target Fund which are based on the prospectus of the Company dated 3 September 2012 and the supplement for the prospectus of the Company relating to the Target Fund dated 3 September 2012 (hereinafter referred to as “the prospectus of the Target Fund”) (as may be amended from time to time). Please note that there may be some additional information regarding the Target Fund which have been included in this section (with the consent of the manager of the Target Fund) to comply with local regulatory requirements. Please also note that certain terms and expressions relating to the Target Fund used in this section of the Replacement Information Memorandum may differ from the prospectus of the Target Fund. Unit Holders who wish to sight copies of the prospectus of the Target Fund may do so at the Manager’s office.

4.1 STRUCTURE OF THE TARGET FUND

The Target Fund was established on 14 December 2011 as one of the Series under the umbrella of the Company, UOB Global Strategies Funds plc. The Company is an open-ended umbrella type investment company with variable capital and with segregated liability between Series incorporated with limited liability under the laws of Ireland and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as amended or supplemented from time to time and any notices or regulations that may from time to time be issued by the Central Bank of Ireland affecting the Company (the “UCITS Regulations”). The Target Fund was launched on 13 August 2012. The base currency of the Target Fund is USD.

4.2 REGULATORY AUTHORITY WHICH REGULATES THE TARGET FUND

Central Bank of Ireland.

4.3 LEGISLATION APPLICABLE TO THE TARGET FUND

European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as amended or supplemented from time to time and any notices or regulations that may from time to time be issued by the Central Bank of Ireland affecting the Company.

4.4 THE MANAGER OF THE TARGET FUND

For the purposes of this Replacement Information Memorandum, we have referred to the manager of the Company as the “manager of the Target Fund” as the Target Fund is one of the Series under the umbrella of the Company. The manager of the Target Fund, UOB Global Capital (Dublin) Limited is a wholly-owned subsidiary of UOB Global Capital LLC, the ultimate parent is United Overseas Bank Group (“UOB Group”). UOB Global Capital LLC is owned 70% by UOB Holdings (USA) Inc, a wholly owned subsidiary of the UOB Group, and 30% by TEAMCO Management Co. LLC. The UOB Group has been listed on the stock exchange of Singapore since 1970. UOB Global Capital LLC was established in 1998. UOB Group is regulated by the Monetary Authority of Singapore.

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Senior management of UOB Global Capital LLC collectively has over 100 years’ experience in the investment and securities industries. This experience includes the establishment and oversight of mutual fund complexes in various jurisdictions including Ireland, responsibility for the sales of pooled vehicles both at a retail and institutional level, involvements in committees of mutual fund associations, and working with emerging market governments to help formulate mutual fund legislation. The manager of the Target Fund, a limited liability company incorporated in Ireland on the 14

th July,

1999, has an authorised share capital of USD7,500,000 of which 136,810 ordinary shares of USD1.00 each, are issued and fully paid up. The sole business of the manager of the Target Fund is the management of collective investment vehicles.

4.5 INVESTMENT ADVISER OF THE TARGET FUND

UOB Asset Management Ltd, incorporated in Singapore The Investment Adviser had been appointed by the manager of the Target Fund to act as investment adviser for the Target Fund. UOB Asset Management Ltd. (“UOBAM”) is a wholly-owned subsidiary of United Overseas Bank Limited. Established in 1986, UOBAM has been managing collective investment schemes and discretionary funds in Singapore for more than 28 years and as of 30 November 2014 manages about S$78.3 billion in clients' assets. UOBAM is licensed and regulated by the Monetary Authority of Singapore. UOBAM also has investment operations in Malaysia and Thailand. UOBAM offers global investment management expertise to institutions, corporations and individuals, through customised portfolio management services and unit trusts. As at 30 November 2014, UOBAM manages 51 unit trusts in Singapore. In terms of market coverage, UOBAM has acquired specialist skills in equity investment in Asian, Australian, European and US markets and in major global sectors. In the bond markets, UOBAM covers the Organisation of Economic Co-operation and Development (OECD) countries to emerging markets. UOBAM's investment philosophy is to emphasise on securities selection using a bottom-up approach. UOBAM makes regular company visits and supplements its fundamental investment approach with quantitative tools to control risks and to aid in the portfolio construction process. UOBAM has also established itself as one of the leading players in structured credits and investment solutions, managing third party investments in global emerging market securities as well as global investment grade, non-investment grade and multi-sector credits. As at 30 November 2014, UOBAM and its subsidiaries in the region have a staff strength of over 300 including about 50 investment professionals in Singapore. The designated officer responsible for the investment advisory function of the Target Fund is Mr Chia Tse Chern and his profile is as set out below. Mr Chia Tse Chern, Senior Director and Portfolio Manager/ Head of Singapore & Asia Fixed Income Tse Chern joined UOB Asset Management Ltd (“UOBAM”) in 2008. He heads the Asia fixed income team and covers Asia macro, local rates and sovereign credits. In 2013, he was promoted to the rank of Senior Director. He graduated with a Bachelor of Business (Financial Analysis, honours) from Nanyang Technological University in 1998 and holds a Masters of Applied Economics (Distinction) from Australian National University. Prior to joining UOBAM, Tse Chern was an Economist with Credit Suisse in 1998-2006, covering Southeast Asia and India. He has over 13 years of industry experience.

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4.6 REGULATORY AUTHORITY OF THE INVESTMENT ADVISER OF THE TARGET FUND

Monetary Authority of Singapore.

4.7 INVESTMENT OBJECTIVE OF THE TARGET FUND

The investment objective of the Target Fund is to generate fixed income returns and benefit from the potential appreciation of the Renminbi over the Medium Term.

4.8 INVESTMENT POLICY AND STRATEGY OF THE TARGET FUND

The investment policy and strategy of the Target Fund in relation to the investments of the Target Fund are detailed below. Debt Securities

The Target Fund seeks to achieve its investment objective by primarily1 investing in or taking

exposure to RMB Debt Instruments, as further described below, listed or traded on Recognised Markets (outside mainland China

2) including but not limited to stock exchanges in Hong Kong.

Note: 1 “primarily” means at least 70% of its net asset value. 2As at the date of this Replacement Information Memorandum, under current regulations in mainland China, the

Target Fund is not permitted to invest directly in RMB Debt Instruments issued or distributed within mainland China. If such regulations change in the future and/or the Investment Adviser obtains the necessary QFII status in the PRC, the Target Fund may invest in RMB Debt Instruments issued or distributed within mainland China, provided any such investments are listed or traded on Recognised Markets detailed in Section 4.10 of this Replacement Information Memorandum and are in accordance with the requirements of the Central Bank of Ireland. Further details on the QFII system are set out under the heading “Certain QFII considerations” in Section 2.3 of this Replacement Information Memorandum.

RMB Debt Instruments include, but are not limited to RMB denominated or linked bonds (i.e. synthetic RMB denominated bonds which are USD settled), convertible bonds, commercial paper, short term bills and notes (such as discount notes, promissory notes), bank certificates of deposits and negotiated term deposits with banks. Where any convertible bonds are converted into shares of the issuer, the Target Fund may hold such shares for up to one month. The Target Fund may invest in or take exposures to fixed and/or floating rate RMB Debt Instruments issued or guaranteed by governments and/or supranational entities and/or corporate entities throughout the world. The Target Fund will also have the flexibility to invest in Non-RMB Debt Instruments which include but are not limited to convertible bonds, commercial paper, short term bills and notes (such as discount notes, promissory notes), bank certificates of deposits and negotiated term deposits with banks, which are not denominated in RMB as the Investment Adviser considers appropriate from time to time depending on prevailing circumstances (for example, a surge in demand and/or shortage in supply of RMB Debt Instruments). Non-RMB Debt Instruments must be also be listed or traded on Recognised Markets. Any such investment in Non-RMB Debt Instruments is expected to be minimal and in any event shall not exceed 30% of the net assets of the Target Fund. The Target Fund may invest up to 100% of its net assets in both RMB Debt Instruments and Non-RMB Debt Instruments which are unrated or which are rated below investment grade (please refer to the write-up on “High Yield/ Low Rated Debt Securities” in Section 2.3 of this Replacement Information Memorandum to understand the risks of investing in unrated debt securities). Up to 100% of the net assets of the Target Fund may be invested in RMB Debt Instruments and Non-RMB Debt Instruments listed or traded in Emerging Markets. The term “Emerging Markets” is generally understood to refer to the markets of countries that are in the process of developing into modern industrialised states and thus display a high degree of potential but also entail a greater degree of risk. It shall include, but is not limited to countries included from time to time in the

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International Finance Corporation Global Composite Index or in the MSCI Emerging Markets Index, each of which is a free floating adjusted market index designed to measure the performance of relevant securities in global emerging markets. Exposure to RMB Debt Instruments or Non-RMB Debt Instruments may be generated through direct investment or indirectly through investing in collective investment schemes (including exchange traded funds classified by the Investment Adviser as collective investment schemes) or investing in access products (such as participation notes, as detailed below or other materially similar investment products issued in the future provided they are in accordance with the requirements of the Central Bank of Ireland) issued by institutions that have obtained QFII status in the PRC. Access Products There is no current intention to invest in access products (such as participation notes). However this may change depending on prevailing regulations in China or in exceptional market circumstances (for example, the 2008 global financial crisis) whereby the Investment Adviser considers it appropriate to invest in access products and in any event shall not exceed 30% of the net assets of the Target Fund. A participation note is a form of Medium Term note issued by a brokerage firm or other counterparty that provides the purchaser with (a) exposure to an individual security or a basket or index of securities, or (b) exposure to the relative performance of an individual security or a basket or index of securities, and may include the benefit of capital protection over the term. Participation notes are generally traded over-the counter. Participation notes are often used as a convenient means of investing in local securities by a foreign investor. In a participation note, the investor’s principal investment may be guaranteed over the term or participation notes can be structured without a capital guarantee, in which case the investor’s risk of loss is limited to the purchase price of the participation note. A participation note is typically exchangeable daily by a purchaser for cash equivalent to the economic value of the investment position embedded in the participation note. For the avoidance of doubt, the Target Fund shall only invest in access products with underlying RMB-Debt Instruments or Non-RMB Debt Instruments. Collective Investment Schemes The Target Fund may invest up to 10% of its net assets in UCITS and/or non-UCITS collective investment schemes, including exchange traded funds (classified by the Investment Adviser as collective investment schemes), which may or may not have materially similar policies to the Target Fund, where the Investment Adviser considers such investment to be consistent with the overall objectives and risk profile of the Target Fund. The collective investment schemes invested by the Target Fund will be regulated, open-ended and/or closed-ended, and may be leveraged and/or unleveraged. Such collective investment schemes will not be limited to any jurisdiction except for exchange traded funds which must be traded on Recognised Markets. The Target Fund may invest in another Series of the Company in which case the Investment Adviser may not charge investment management fees in respect of that portion of its assets invested in the other Series of the Company. The Target Fund cannot invest in another Series of the Company which is itself invested in another Series of the Company. Cash and Cash Equivalents The Target Fund may hold or maintain cash deposits and/or cash equivalents (such as short term commercial paper, certificates of deposit, treasury bills, floating rate notes and fixed or variable rate commercial paper listed or traded on one or more Recognised Markets) and subject to the conditions and within the limits laid down by the Central Bank of Ireland. The amount of cash and/or cash equivalents that the Target Fund will hold will vary depending on prevailing circumstances. In exceptional market conditions (for example, the 2008 global financial crisis), the Target Fund may hold or maintain up to 100% of its net assets in ancillary liquid assets including but not limited to time

deposits, master demand notes1 and variable rate demand notes

2 listed or traded on one or more

Recognised Markets. 1Master demand notes are short-term securities that is repayable immediately upon the holder's demand. Master

demand notes typically mature in one year, paying interest that is indexed to the London Interbank Offered Rate

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(“LIBOR”) or another appropriate index. These instruments are normally used by money managers who require highly liquid, customizable investments.

2A variable demand note is a debt instrument that represents borrowed funds that are payable on demand and

accrue interest based on a prevailing money market rate. The interest rate applicable to the borrowed funds is specified from the outset of the debt, and is typically equal to the specified money market rate plus an extra

margin. Efficient Portfolio Management The Target Fund may utilise techniques and instruments, such as futures, options, swaps, repurchase and reverse repurchase agreements, stocklending arrangements and forward currency contracts, for efficient portfolio management in order to reduce the risk and/or costs and/or to generate additional income for the Target Fund and/or to protect against exchanges risks subject to the conditions and within the limits laid down by the Central Bank of Ireland. (Further details on these techniques and instruments can be found in the prospectus of the Target Fund under the heading “Efficient Portfolio Management” in the “Investment Objectives and Policies” which can be obtained from the Manager’s office) The Target Fund will not be leveraged in excess of 100% of its net assets. The underlying exposure of each type of financial derivatives may relate to transferable securities, money market instruments, other collective investment schemes, interest rates or foreign exchange rates or currencies consistent with the investment policies of the Target Fund as outlined above. The net exposure due to each type of financial derivative which may be used by the Target Fund will be calculated using the commitment approach, as further detailed in the risk management process under Section 4.9 below. The Investment Adviser will only utilise financial derivatives set out in the Statement of Risk Management Process which has been reviewed by the Central Bank of Ireland. (Please see the Appendix to this Replacement Information Memorandum) Deterioration in the Target Fund’s performance may arise in relation to a class of Shares of the Target Fund designated in a currency other than the base currency of the Target Fund (which is USD). Changes in the exchange rate between the base currency of the Target Fund and the designated currency of the class of Shares of the Target Fund could lead to a depreciation in the value of the class of Shares of the Target Fund as expressed in their designated currency. The Investment Adviser may try to mitigate this risk by using financial instruments, such as foreign exchange spot and forward contracts, for hedging purposes.

4.9 RISK MANAGEMENT PROCESS

The details of the risk management process employed by the manager of the Target Fund (or the Investment Adviser) are as set out under the Appendix of this Replacement Information Memorandum.

4.10 RECOGNISED MARKETS IN WHICH THE TARGET FUND MAY INVEST

(i) Any stock exchange which is:

- located in any Member State of the European Union; or - located in any Member State of the European Economic Area (European Union, Norway,

Iceland and Liechtenstein); or - located in any of the following countries:-

Australia Canada Japan Hong Kong New Zealand Switzerland

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United States of America

(ii) Any of the following stock exchanges or markets:

Argentina - Bolsa de Comercio de Buenos Aires Argentina - Bolsa de Comercio de Cordoba Argentina - Bolsa de Comercio de Rosario Brazil - Bolsa de Valores de Sao Paulo Chile - Bolsa de Comercio de Santiago Chile - Bolsa Electronica de Chile * Peoples’ Republic of China - Shanghai Stock Exchange * Peoples’ Republic of China - Shenzhen Stock Exchange Colombia - Bolsa de Valores de Columbia (formerly Bolsa de Bogota) Egypt - Egyptian Exchange (formerly Cairo and Alexandria Stock Exchanges) India - Bangalore Stock Exchange India - Delhi Stock Exchange India - Mumbai Stock Exchange India - National Stock Exchange of India Indonesia - Indonesian Stock Exchange (formerly Jakarta Stock Exchange) Israel - Tel-Aviv Stock Exchange Jordan - Amman Financial Market Malaysia - Bursa Malaysia (formerly Kuala Lumpur Stock Exchange) Mexico - Bolsa Mexicana de Valores Peru - Bolsa de Valores de Lima Philippines - Philippine Stock Exchange Singapore - Singapore Exchange (formerly Singapore Stock Exchange) South Africa - JSE Securities Exchange (formerly Johannesburg Stock Exchange) South Korea - Korea Exchange (formerly Korea Stock Exchange and KOSDAQ Market) Taiwan (Republic of China) - Taiwan Stock Exchange Corporation Thailand - Stock Exchange of Thailand Turkey - Istanbul Stock Exchange

*Note: Currently, the Target Fund does not invest directly in the PRC but may do so in future. (iii) Any of the following markets:

Moscow Interbank Currency Exchange (MICEX); Russian Trading System (RTS); (Note : the RTS and MICEX have now merged and are known as the Moscow Exchange) the market organised by the International Securities Market Association; the market conducted by the “listed money market institutions”, as described in the Financial Services Authority (“FSA”) publication “The Investment Business Interim Prudential Sourcebook (which replaces the “Grey Paper”) as amended from time to time; AIM - the Alternative Investment Market in the UK, regulated and operated by the London Stock Exchange; NASDAQ in the United States of America; the market in US government securities conducted by primary dealers regulated by the Federal Reserve Bank of New York; the over-the-counter market in the United States of America regulated by the Financial Industry Regulatory Authority, formerly the National Association of Securities Dealers Inc. (also described as the over-the-counter market in the United States of America conducted by primary and secondary dealers regulated by the Securities and Exchanges Commission and by the Financial Industry Regulatory Authority (and by banking institutions regulated by the US Comptroller of the Currency, the Federal Reserve System or Federal Deposit Insurance Corporation);

28

the French market for Titres de Créances Négotiables (over-the-counter market in negotiable debt instruments); the over-the-counter market in Canadian Government Bonds, regulated by the Investment Industry Regulatory Organisation of Canada (formerly the Investment Dealers Association of Canada).

(iv) All derivatives exchanges on which permitted financial derivative instruments may be listed or traded:

- in a Member State; - in a Member State in the European Economic Area (European Union Norway, Iceland and

Liechtenstein); - in the United States of America, on the:

Chicago Board of Trade

Chicago Board Options Exchange;

Chicago Mercantile Exchange;

New York Futures Exchange;

New York Board of Trade;

New York Mercantile Exchange;

- *in China, on the Shanghai Futures Exchange; - in Hong Kong, on the Hong Kong Futures Exchange; - in Japan, on the:

Osaka Securities Exchange;

Tokyo Financial Exchange (formerly Tokyo International Financial Futures Exchange);

- in New Zealand, on the New Zealand Futures and Options Exchange; - in Singapore, on the Singapore Exchange (formerly Singapore International Monetary

Exchange).

*Note: Currently, the Target Fund does not invest directly in the PRC but may do so in future. For the purposes only of determining the value of the assets of the Target Fund, the term “Recognised Market” shall be deemed to include, in relation to any futures or options contract utilised by the Target Fund for the purposes of efficient portfolio management or to provide protection against exchange rates, any organised exchange or market on which such futures or options contract is regularly traded.

4.11 BENCHMARK

Although there is no benchmark set out in the prospectus of the Target Fund, the Investment Adviser benchmarks the performance of the Target Fund against the HSBC Offshore Renminbi Bond Index (CNH Index).

4.12 PERMITTED INVESTMENTS AND INVESTMENT RESTRICTIONS AND LIMITS OF THE TARGET FUND

The Company is authorised as a UCITS pursuant to the UCITS Regulations. In any event the scheme will comply with the UCITS Notices. Pursuant to the provision of the UCITS Regulations, the Target Fund is subject to the following investment restrictions: 1. Permitted Investments Investment in the Target Fund are confined to:

29

1.1 Transferable securities and money market instruments which are either admitted to official listing on a stock exchange in a Member State or non-Member State or which are dealt on a market which is regulated, operates regularly, recognised and open to the public in a Member State or non-Member State.

1.2 Recently issued transferable securities which will be admitted to official listing on a stock

exchange or other market (as described above) within a year. 1.3 Money market instruments, as defined in the UCITS notices, other than those dealt on a

regulated market. 1.4 units of UCITS. 1.5 Units of non-UCITS as set out in the Central Bank’s Guidance Note 2/03. 1.6 Deposits with credit institutions as prescribed in the UCITS Notices. 1.7 Financial derivative instruments as prescribed in the UCITS Notices.

2. Investment Restrictions

2.1 The Target Fund may invest no more than 10% of net assets in transferable securities and

money market instruments other than those referred to in paragraph 1 of this Section 4.12. 2.2 The Target Fund may invest no more than 10% of net assets in recently issued transferable

securities which will be admitted to official listing on a stock exchange or other market (as described in paragraph 1.2 of this Section 4.12) within a year. This restriction will not apply in relation to investment by the Target Fund in certain US securities known as Rule 144A securities provided that: - the securities are issued with an undertaking to register with the US Securities and

Exchanges Commission within one year of issue; and - the securities are not illiquid securities i.e. they may be realised by the Target Fund within

seven days at the price, or approximately at the price, at which they are valued by the Target Fund.

2.3 A Target Fund may invest no more than 10% of net assets in transferable securities or money

market instruments issued by the same body provided that the total value of transferable securities and money market instruments held in the issuing bodies in each of which it invests more than 5% is less than 40%.

2.4 Subject to the prior approval of the Central Bank the limit of 10% (in paragraph 2.3 of this

Section 4.12) is raised to 25% in the case of bonds that are issued by a credit institution which has its registered office in a Member State and is subject by law to special public supervision designed to protect bond-holders. If the Target Fund invests more than 5% of its net assets in these bonds issued by one issuer, the total value of these investments may not exceed 80% of the net asset value of the Target Fund.

2.5 The limit of 10% (in paragraph 2.3 of this Section 4.12) is raised to 35% if the transferable

securities or money market instruments are issued or guaranteed by a Member State or its local authorities or by a non-Member State or public international body of which one or more Member States are members.

2.6 The transferable securities and money market instruments referred to in paragraphs 2.4. and

2.5 of this Section 4.12 shall not be taken into account for the purpose of applying the limit of 40% referred to in paragraph 2.3 of this Section 4.12.

2.7 The Target Fund may not invest more than 20% of net assets in deposits made with the same

credit institution.

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Deposits with any one credit institution, other than credit institutions authorised in the European Economic Area (European Union Member States, Norway, Iceland, Liechtenstein) (“EEA”) or credit institutions authorised within a signatory state (other than an EEA member state) to the Basle Capital Convergence Agreement of July 1988 or a credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand, held as ancillary liquidity, must not exceed 10% of net assets. This limit may be raised to 20% in the case of deposits made with the custodian of the Target Fund.

2.8 The risk exposure of a Target Fund to a counterparty to an OTC derivative may not exceed

5% of net assets.

This limit is raised to 10% in the case of credit institutions authorised in the EEA or credit institutions authorised within a signatory state (other than an EEA member state) to the Basle Capital Convergence Agreement of July 1988 or credit institution authorised in Jersey, Guernsey, the Isle of Man, Australia or New Zealand.

2.9 Notwithstanding paragraphs 2.3, 2.7 and 2.8 of this Section 4.12, a combination of two or

more of the following issued by, or made or undertaken with, the same body may not exceed 20% of net assets:

- investments in transferable securities or money market instruments;

- deposits, and/or

- risk exposures arising from OTC derivatives transactions. 2.10 The limits referred to in paragraphs 2.3, 2.4, 2.5, 2.7, 2.8 and 2.9 of this Section 4.12 may not

be combined, so that exposure to a single body shall not exceed 35% of net assets. 2.11 Group companies are regarded as a single issuer for the purposes of paragraphs 2.3, 2.4,

2.5, 2.7, 2.8 and 2.9 this Section 4.12. However, a limit of 20% of net assets may be applied to investment in transferable securities and money market instruments within the same group.

2.12 The Target Fund may invest up to 100% of its net assets, in different transferable securities

and money market instruments issued or guaranteed by any Member State, its local authorities, non-Member State or public international bodies of which one or more Member States are members, drawn from the following list: OECD Member Country (provided the relevant issues are investment grade); European Investment Bank; European Bank for Reconstruction and Development; International Finance Corporation; International Monetary Fund; Euratom; The Asian Development Bank; European Central Bank; Council of Europe; Eurofima; African Development Bank; International Bank for Reconstruction and Development, The World Bank; The Inter American Development Bank; European Union; Federal National Mortgage Association (Fannie Mae); Federal Home Loan Mortgage Corporation (Freddie Mac); Government National Mortgage Association (Ginnie Mae); Student Loan Marketing Association (Sallie Mae); Federal Home Loan Bank; Federal Farm Credit Bank; Tennessee Valley Authority.

The Target Fund must hold securities from at least 6 different issues, with securities from any one issue not exceeding 30% of net assets.

3. Investment in Collective Investment Schemes (“CIS”) 3.1 The Target Fund may not invest more than 20% of net assets in any one CIS unless it is

established as a feeder fund (a feeder fund, under the laws of Ireland, is a Series which has been approved by the Central Bank of Ireland to invest at least 85% of its assets in the units of another UCITS fund, by way of derogation from the provisions of the UCITS Regulations).

31

3.2 Investment in non-UCITS may not, in aggregate, exceed 30% of net assets. 3.3 The CIS are prohibited from investing more than 10 per cent of net assets in other CIS. 3.4 When the Target Fund invests in the units of other CIS that are managed, directly or by

delegation, by the Target Fund management company or by any other company with which the Target Fund management company is linked by common management or control, or by a substantial direct or indirect holding of more than 10% of the capital or votes, that management company or other company may not charge any subscription, conversion or redemption fees on account of the Target Fund investment in the units of such other CIS.

3.5 Where a commission (including a rebated commission) is received by the Target Fund

manager/investment manager/investment adviser by virtue of an investment in the units of another CIS, this commission must be paid into the property of the Target Fund.

4. General Provisions 4.1 An investment company, or management company acting in connection with all of the CIS it

manages, may not acquire any units carrying voting rights which would enable it to exercise significant influence over the management of an issuing body.

4.2 The Target Fund may acquire no more than:

(i) 10% of the non-voting units of any single issuing body; (ii) 10% of the debt securities of any single issuing body; (iii) 25% of the units of any single CIS; (iv) 10% of the money market instruments of any single issuing body. NOTE: The limits laid down in (ii), (iii) and (iv) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the money market instruments, or the net amount of the securities in issue cannot be calculated.

4.3 Paragraphs 4.1 and 4.2 of this Section 4.12 shall not be applicable to:

(i) transferable securities and money market instruments issued or guaranteed by a Member State or its local authorities;

(ii) transferable securities and money market instruments issued or guaranteed by a non-

Member State;

(iii) transferable securities and money market instruments issued by public international bodies of which one or more Member States are members;

(iv) units held by the Target Fund in the capital of a company incorporated in a non-Member

State which invests its assets mainly in the securities of issuing bodies having their registered offices in that state, where under the legislation of that state such a holding represents the only way in which the Target Fund can invest in the securities of issuing bodies of that state. This waiver is applicable only if in its investment policies the company from the non-Member State complies with the limits laid down in paragraphs 2.3 to 2.11, 3.1, 4.1 and 4.2 of this Section 4.12, and provided that where these limits are exceeded, paragraphs 4.5 and 4.6 of this Section 4.12 are observed;

(v) units held by an investment company or investment companies in the capital of subsidiary

companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at unit-holders’ request exclusively on their behalf.

4.4 The Target Fund need not comply with the investment restrictions herein when exercising

subscription rights attaching to transferable securities or money market instruments which form part of their assets.

32

4.5 The Target Fund may derogate from the provisions of paragraphs 2.3 to 2.12, 3.1 and 3.2 of this Section 4.12 for six months following the date of authorisation, provided it observes the principle of risk spreading.

4.6 If the limits laid down herein are exceeded for reasons beyond the control of the Target Fund,

or as a result of the exercise of subscription rights, the Target Fund must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of its Shareholders.

4.7 The Target Fund may not carry out uncovered sales of:

- transferable securities; - money market instruments; - units of CIS; or - financial derivative instruments.

4.8 The Target Fund may hold ancillary liquid assets. 5. Financial Derivative Instruments (“FDIs”) 5.1 The Target Fund’s global exposure (as prescribed in the UCITS Notices) relating to FDI must

not exceed its total net asset value. 5.2 Position exposure to the underlying assets of FDI, including embedded FDI in transferable

securities or money market instruments, when combined where relevant with positions resulting from direct investments, may not exceed the investment limits set out in the UCITS Notices. (This provision does not apply in the case of index based FDI provided the underlying index is one which meets with the criteria set out in the UCITS Notices).

5.3 The Target Fund may invest in FDIs dealt in OTC provided that the counterparties to OTC

transactions are institutions subject to prudential supervision and belonging to categories approved by the Central Bank of Ireland.

5.4 Investment in FDIs are subject to the conditions and limits laid down by the Central Bank of

Ireland. 6. Restrictions on Borrowing and Lending 6.1 The Target Fund may borrow up to 10% of its net assets provided such borrowing is on a

temporary basis. The Target Fund may charge its assets as security for such borrowings. 6.2 The Target Fund may acquire foreign currency by means of a “back-to-back” loan agreement.

Foreign currency obtained in this manner is not classed as borrowings for the purposes of the borrowing restrictions set out at (a) above provided that the offsetting deposit:

(i) is denominated in the base currency of the Target Fund;and (ii) equals or exceeds the value of the foreign currency loan outstanding.

4.13 FEES CHARGEABLE BY THE TARGET FUND

Subscription fee A subscription fee not exceeding *6% of the total subscription amount may be deducted from the total subscription amount and may be paid to the correspondent bank\paying agent\global distributor or distributor for its or their absolute use and benefit and shall not form part of the assets of the Target

33

Fund. The Company may at its sole discretion reduce or waive such fee or fees or differentiate between applications as to the amount of such fee or fees within the permitted limits.

*Note: The subscription fee for investing in Shares of the Target Fund is waived. Redemption fee A redemption fee of up to *2% of the net asset value per Share may be imposed by the manager of the Target Fund at its discretion if a Shareholder sells his Shares within 30 days of the date of purchase. *Note: The redemption fee for redeeming investments in Shares of the Target Fund is waived. Manager’s fee The manager’s fee is 1% of the net asset value of the Target Fund attributable to the SGD class of Shares accrued daily and payable quarterly in arrears. Please note that this manager’s fee will be refunded to the Fund in the form of cash by the manager of the Target Fund; the cash received will form part of the NAV of the Fund. Accordingly, there will be no double charging of management fee at the Fund level and Target Fund level. This means that the Unit Holder will only incur Management Fee at the Fund’s level i.e. 1.50% per annum of the NAV of the Fund Investment Adviser’s fee Please note that the Investment Adviser’s fee will be borne by the manager of the Target Fund and will not be paid out of the Target Fund. Custodian’s fee The custodian shall be entitled to receive out of the assets of the Target Fund an annual fee, accrued daily and payable monthly in arrears, based on the number of transactions and the net asset value of the Target Fund, subject to a maximum fee of 0.15% of the net asset value of the Target Fund (plus value added tax (“VAT”) if any). In addition, the custodian is entitled to be repaid all of its disbursements, including the fees and expenses of any sub-custodian (which shall be at normal commercial rates in the jurisdiction in which the Target Fund is domiciled) and transaction charges (which shall also be at normal commercial rates in the jurisdiction in which the Target Fund is domiciled) levied by the custodian which are payable by the Target Fund. Administrator’s fee The Administrator shall be entitled to receive out of the assets of the Target Fund an annual fee of up to 0.15% of the net asset value of the Target Fund, accrued daily and payable monthly in arrears, subject to a minimum annual fee of USD24,000. This minimum fee may be waived by the Administrator for such period or periods of time as may be agreed between the manager of the Target Fund and the Administrator from time to time. A maintenance fee per shareholder account, per annum, a fee per transaction noted on the register and a fee for financial statement preparation are also payable by the Target Fund, such fees shall be charged at normal commercial rates (for the avoidance of doubt, “normal commercial rates” means, normal commercial rates in the jurisdiction in which the Target Fund is domiciled). The Administrator is also entitled to be reimbursed by the Target Fund for all of its disbursements and out of pocket expenses. The preliminary and organisational expenses and the costs and expenses of and incidental to the offer of Shares in the Target Fund (including the costs of preparing contracts to which the Company is party and the fees and expenses of its professional advisers), shall not exceed USD50,000 (exclusive of VAT) and are payable by the Company, out of the assets of the Target Fund. Such expenses are being amortised over the first five years of the Target Fund (or such other period as may be determined by the directors of the Company) and will represent a liability for the purposes of calculating the net asset value of the Target Fund. AS THE FUND WILL BE INVESTING IN THE TARGET FUND, THE FUND WILL INCUR CERTAIN INDIRECT FEES CHARGED BY THE TARGET FUND, FOR EXAMPLE, CUSTODIAN FEE AND ADMINSTROR’S FEE. ACCORDINGLY, UNIT HOLDERS SHOULD BE AWARE THAT THEY WILL BE SUBJECTED TO HIGHER FEES ARISING FROM THE LAYERED INVESTMENT STRUCTURE.

34

4.14 DIVIDEND POLICY FOR THE TARGET FUND

The directors of the manager of the Target Fund may declare a dividend once a year out (or more frequently at their discretion) of the net investment income (whether in the form of dividends, interest or otherwise) available for distribution by the Target Fund and out of realised profits less realised losses and unrealised profits less unrealised losses. The directors of the manager of the Target Fund may also declare interim dividends on the same basis. Dividends, if declared will normally be declared in or around the end of April and will normally be distributed in June. Distributions will normally be paid by telegraphic transfer at the Shareholder’s risk and expense. Alternatively, Shareholders may elect to re-invest dividends in additional Shares in the Target Fund by ticking the appropriate box on the application form.

35

CHAPTER 5: FEES, CHARGES AND EXPENSES

Expenses directly incurred by Unit Holders. 5.1 SALES CHARGE Up to 3.50% of the NAV per Unit. The amount of sales charge is applicable to all classes of Units. Please refer to the illustration under Section 6.4 below to see how the sales charge is calculated. 5.2 REDEMPTION CHARGE Up to 1.00% of the NAV per Unit will be imposed for any redemption requests made within 6 months from the date of this Replacement Information Memorandum or the date of launch of the respective class of Units, as the case may be. Thereafter, no redemption charges will be imposed for redemption requests. The amount of redemption charge is applicable to all classes of Units. Please refer to the illustration under Section 6.5 below to see how the redemption charge is calculated. 5.3 SWITCHING FEE

Not applicable as switching facility is not available for the Fund.

5.4 TRANSFER FEE The transfer fee applicable to the different classes of Units are as set out below:

MYR Class

*SGD Class

*USD Class

RMB Class

0.1% of the total value

of Units transferred, subject to a maximum fee of RM100 for Units

of the MYR Class


of Units transferred, subject to a maximum fee of SGD40 for Units

of the SGD Class


of Units transferred, subject to a maximum fee of USD35 for Units

of the USD Class


of Units transferred, subject to a maximum

fee of RMB200 for Units of the RMB

Class

*Note: Please note that the SGD Class and USD Class are NOT offered for sale as at the date of this Replacement Information Memorandum and will be offered for sale at a later date to be determined by the Manager. Transactions made via our IUTA/distributors may be subject to terms and conditions of the respective IUTA/distributors.

36

5.5 OTHER CHARGES Charges, for instance bank charges, telegraphic charges and courier charges, shall be borne by the investor in order to execute transactions on behalf of the Investor. Expenses indirectly incurred by Unit Holders. 5.6 MANAGEMENT FEE 1.50% per annum of the NAV of the Fund accrued daily and paid monthly in the Base Currency. The amount of Management Fee is applicable to all classes of Units. Please note that there will not be any double charging of management fees at the Fund level and Target Fund level. The manager’s fee imposed at the Target Fund level will be refunded to the Fund in the form of cash by the manager of the Target Fund; the cash received will form part of the NAV of the Fund. This means that the Unit Holder will only incur Management Fee at the Fund’s level i.e. 1.50% per annum of the NAV of the Fund. Please refer to the illustration under Section 6.2 below to see how the Management Fee is calculated. 5.7 TRUSTEE FEE Up to 0.04% per annum of the NAV of the Fund, accrued daily and paid monthly in the Base Currency, subject to a minimum of RM12,000 per annum. The amount of Trustee Fee is applicable to all classes of Units. Please refer to the illustration under item 6.2 below to see how the Trustee Fee is calculated.

5.8 OTHER EXPENSES Only the expenses which are directly related and necessary to the business of the Fund may be charged to the Fund. These would include (but are not limited to) the following:

(a) commissions/fees paid to brokers in effecting dealings in the investments of the Fund; (b) taxes and other duties charged on the Fund by the government and/or other authorities; (c) costs, fees and expenses properly incurred by the auditor of the Fund; (d) costs, fees and expenses incurred for the valuation of any investment of the Fund by independent

valuers for the benefit of the Fund; (e) costs, fees and expenses incurred for any modification of the Deed save where such modification

is for the benefit of the Manager and/or the Trustee; (f) costs, fees and expenses incurred for any meeting of the Unit Holders save where such meeting

is convened for the benefit of the Manager and/or the Trustee; (g) costs, commissions, fees and expenses of the sale, purchase, insurance and any other dealing of

any asset of the Fund;

37

(h) costs, fees and expenses incurred in engaging any specialist approved by the Trustee for investigating or evaluating any proposed investment of the Fund;

(i) costs, fees and expenses incurred in engaging any valuer, adviser or contractor for the benefit of

the Fund; (j) costs, fees and expenses incurred in the preparation and audit of the taxation, returns and

accounts of the Fund; (k) costs, fees and expenses incurred in the termination of the Fund or the removal of the Trustee or

the Manager and the appointment of a new trustee or fund manager; (l) costs, fees and expenses incurred in relation to any arbitration or other proceedings concerning

the Fund or any asset of the Fund, including proceedings against the Trustee or the Manager by the other for the benefit of the Fund (save to the extent that legal costs incurred for the defence of either of them are not ordered by the court to be reimbursed by the Fund);

(m) costs, fees and expenses deemed by the Manager to have been incurred in connection with any

change or the need to comply with any change or introduction of any law, regulation or requirement (whether or not having the force of law) of any governmental or regulatory authority; and

(n) (where the custodial function is delegated by the Trustee) charges and fees paid to sub-

custodians taking into custody any foreign assets or investments of the Fund.

5.9 REBATES AND SOFT COMMISSION The Trustee and the Manager will not retain any rebates or otherwise share in any commission from any broker in consideration for direct dealings in the investments of the Fund. Accordingly, any rebates and shared commissions will be directed to the account of the Fund. Notwithstanding the aforesaid, the Manager may receive goods or services by way of soft commissions provided always that the goods or services are of demonstrable benefit to the Fund or Unit Holders. Any transaction carried out by or on behalf of the Fund shall be executed on terms which are the best available for the Fund.

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CHAPTER 6: TRANSACTION INFORMATION

6.1 PRICING POLICY

The Manager adopts the single pricing policy means that the selling price and redemption price of Units will be quoted based on a single price, i.e., the NAV per Unit. The daily NAV per Unit is calculated at the next valuation point on forward pricing basis.

6.2 COMPUTATION OF NAV AND NAV PER UNIT

Investors should note that the NAV of the Fund is determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at a particular valuation point. The NAV per Unit of a class of Units is the NAV of the Fund attributable to a class of Units divided by the number of Units in circulation for that particular class of Units, at the same valuation point. The valuation of the Fund will be carried out in the Base Currency. Accordingly, the assets denominated in USD, RMB and SGD will be translated to MYR for valuation purposes. The foreign exchange rate used for this purpose shall be the bid foreign exchange rate quoted by Reuters or other reputable information service providers at 4.00 p.m. United Kingdom time as at the valuation point of the Fund (See Section 3.8.2 of this Replacement Information Memorandum for information on the valuation point of the Fund) or such rate or method as may be prescribed under the relevant laws from time to time. Due to multiple classes of Units in the Fund, the indirect fees and/or charges for the Fund are apportioned based on the size of the class of Units of the Fund (quoted in the Base Currency) relative to the whole Fund (also quoted in the Base Currency) and is calculated by taking the *“value of a class of Units before income and expenses” for a particular day and dividing it with the *“value of the Fund before income and expenses” for that same day. *Note: “value of the Fund before income & expenses” Refers to the current value of the Fund inclusive of purchases and/or repurchases before the next valuation point. “value of a class of Units before income & expenses” Refers to the current value of a Class inclusive of purchases and/or repurchases before the next valuation point. Please refer to the illustration below for better clarity.

Fund MYR Class SGD Class USD Class RMB Class

Values after conversion to MYR - Base Currency

Investments

126,500,000.00

77,000,000.00

16,500,000.00

16,500,000.00

16,500,000.00

Add Other assets (including cash)

126,500.00 77,000.00 16,500.00 16,500.00 16,500.00

Less

Liabilities

(126,500.00)

(77,000.00)

(16,500.00)

(16,500.00)

(16,500.00)

NAV before deducting Management Fee and Trustee Fee for the day

126,500,000.00

77,000,000.00

16,500,000.00

16,500,000.00

16,500,000.00

Less Management Fee for the day

(5,198.63) (3,164.38) (678.08) (678.08) (678.08)

39

(at 1.50% per annum calculated based on the NAV)

MYR126,500,000 X 1.50%/365 days

Trustee Fee for the day

(138.63) (84.38) (18.08) (18.08) (18.08)

(at 0.04% per annum calculated based on the NAV)

MYR126,500,000 X 0.04%/365 days

NAV 126,494,662.74

76,996,668.74

16,499,303.84

16,499,303.84

16,499,303.84

NAV per Unit of the MYR Class

NAV of the Fund attributable to the MYR Class

76,996,668.74

Divide Units in circulation 70,000,000.00

NAV per Unit of the MYR Class (rounded to 4 decimal places)

MYR 1.1000

NAV per Unit of the SGD Class

NAV of the Fund attributable to the SGD Class

16,499,303.84


NAV per Unit of SGD Class in MYR (rounded to 4 decimal places)

MYR 2.7499

Divide

Exchange rate (assume 1 SGD = 2.50 MYR)

2.50

NAV per Unit of SGD Class in SGD (rounded to 4 decimal places)

SGD 1.1000

NAV per Unit of the USD Class

NAV of the Fund attributable to the USD Class

16,499,303.84


NAV per Unit of USD Class in MYR (rounded to 4 decimal places)

MYR 3.2999

Divide Exchange rate (assume 1 USD = 3.00 MYR)

3.00

NAV per Unit of USD Class in USD (rounded to 4 decimal places)

USD 1.1000

NAV per Unit of the RMB Class

NAV of the Fund attributable to the RMB Class

16,499,303.84

40


NAV per Unit of RMB Class in MYR (rounded to 4 decimal places)

MYR 0.5500

Divide Exchange rate (assume 1 RMB = 0.50 MYR)

0.50

NAV per Unit of RMB Class in RMB (rounded to 4 decimal places)

RMB 1.1000

6.3 INCORRECT PRICING

The Manager shall take immediate action to rectify any incorrect valuation and/or pricing of the Fund and/or the Units and to notify the Trustee and the relevant authorities of the same unless the Trustee considers the incorrect valuation and/or pricing of the Fund and/or the Units is of minimal significance. An incorrect valuation and/or pricing of the Fund and/or the Units shall result in a reimbursement of moneys unless the Trustee considers that such incorrect valuation and/or pricing of the Fund and/or the Units is of minimal significance. The Trustee shall not consider an incorrect valuation and/or pricing of the Fund and/or the Units to be of minimal significance if the error involves a discrepancy 0.5% or more of the NAV per Unit unless the total impact on a Unit Holder’s account is less than RM10.00 or its foreign currency equivalent, if applicable. An incorrect valuation and/or pricing not considered to be of minimal significance by the Trustee shall result in reimbursement of moneys and/or creation of Units in the following manner: (a) if there is an over valuation and/or pricing in relation to the purchase and creation of Units, the

Fund shall reimburse the Unit Holder; (b) if there is an over valuation and/or pricing in relation to the redemption of Units, the Manager shall

reimburse the Fund; (c) if there is an under valuation and/or pricing in relation to the purchase and creation of Units, the

Manager shall reimburse the Fund; and (d) if there is an under valuation and/or pricing in relation to the redemption of Units, the Fund shall

reimburse the Unit Holder or former Unit Holder.

6.4 APPLICATION FOR UNITS

Units of the Fund are offered for subscription on each Business Day. The amount of minimum initial investment is as follows:

MYR Class

*SGD Class

*USD Class

RMB Class

MYR10,000

SGD4,000

USD3,000

RMB10,000

The amount of minimum additional investment

MYR Class

*SGD Class

*USD Class

RMB Class

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MYR1,000 SGD1,000 USD1,000

RMB1,000


Investors who intend to purchase Units of the SGD Class, USD Class and RMB Class must have a foreign currency account with a financial institution. Subscriptions are deemed to be received and accepted upon the receipt of complete documentation and information as may be stipulated by the Manager in the application form from time to time. For subscriptions received by 4.00 p.m. on a Business Day, the subscription will be processed based on the NAV per Unit for the particular class of Units as at the next valuation point for that Business Day (forward pricing). If the subscription is received after 4.00 p.m. on a Business Day, the subscription is deemed received on the next Business Day and accordingly, the subscription will be processed based on the NAV per Unit for the particular class of Units as at the next valuation point for the next Business Day. The Manager shall be entitled to reject any subscription and has the discretion whether to furnish the reasons for the rejection to the applicant. Note: Transactions made via our IUTA/distributors may be subject to different cut-off times which shall be no later than 4.00 p.m. and other terms and conditions of the respective IUTA/distributors. Below is an illustration on how Units are allocated when a Unit Holder purchases Units of the Fund: This illustration is based on a Unit Holder investing in the MYR Class and the NAV per Unit is RM1.00 and the sales charge is 3.50% of the NAV per Unit. Say, for example, a Unit Holder wants to invest RM10,000 in Units of the MYR Class, the amount that the Unit Holder will have to pay as sales charge is: The investment amount, number of Units purchased and Sales Charge payable by you are as follows:

Information Formula Amount

Amount invested - RM 10,000

Number of Units purchased

Amount invested divided by the NAV per Unit = RM 10,000 ÷ RM1.00

10,000 Units

Sales charge payable Sales charge x NAV per Unit x number of Units = 3.50% x RM 1.00 x 10,000 Units

RM350

Total amount to be paid = Amount invested + sales charge payable = RM10,000 + RM350 = RM10,350 The above method of calculation is applicable to each class of Units and will be based on the NAV per Unit and the currency denomination of the particular class of Units. *Note for those who intend to invest in the SGD Class, USD Class and RMB Class:

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Compliance with the Bank Negara Malaysia Foreign Exchange Administration Notices Investors must ensure that they comply with the Bank Negara Malaysia Foreign Exchange Administration (“FEA”) notices. The FEA notices applies to investors who intend to make payment in foreign currency and to invest in foreign currency assets. Bank Negara Malaysia sets certain limits and conditions on payment in foreign currency and investment in foreign currency assets. Investors are advised to seek their own professional advice on FEA notices before making any investment decisions. *Note: Please note that the SGD Class and USD Class are NOT offered for sale as at the date of this Replacement Information Memorandum and will be offered for sale at a later date to be determined by the Manager.

6.5 REDEMPTION OF UNITS

The Manager accepts redemption requests on each Business Day. Redemption requests are deemed to be received and accepted upon the receipt of complete documentation and information as may be stipulated by the Manager in the redemption form from time to time. The minimum redemption amount is 10,000 Units for each class of Units or such other lower amount as the Manager may from time to time decide. There is no restriction on the number of times a Unit Holder can redeem. For redemption requests received and accepted by the Manager by 4.00 p.m. on a Business Day (“T”), the redemption request will be processed based on the NAV per Unit for the particular class of Units as at the next valuation point for that Business Day (forward pricing) and the redemption proceeds will be paid out within *12 Business Days (“T+12”). For redemption requests which are received after 4.00 p.m. on a Business Day (“T”), the redemption requests is deemed received on the next Business Day (“T+1”). Accordingly, the redemption request will be processed based on the NAV per Unit for the particular Class as at the next valuation point for the next Business Day and redemption proceeds will be paid out within 12 Business Days (“T+12”). Redemption proceeds for Units of each class of Units will be paid in the currency of the respective class of Units. *Note: There may be instances when the redemption payment period of 12 Business Days cannot be complied with under circumstances as set out below. The redemption payment period in such circumstances shall not exceed 90 Business Days from the receipt of the completed redemption form.

The payment for redemption proceeds to Unit Holders may exceed the period of 12 Business Days:

(i) if on a dealing day of the Target Fund, the total redemption requests received by the manager of the Target Fund exceeds 10% of all the Shares in circulation of the Target Fund, the manager of the Target Fund may, at its discretion, refuse to redeem any Shares in excess of one tenth (1/10) of the total number of Shares in circulation of the Target Fund. If it so refuses, the request for redemption on such dealing day shall be reduced on a pro-rated basis and the Shares to which each request relates which are not redeemed by reason of such refusal shall be treated as if a request for redemption had been made in respect of each subsequent dealing day until all the Shares to which the original request(s) related have been redeemed; or

(ii) in the event a particular day is a non-dealing day for the SGD or the USD or the RMB, as there will not be an exchange rate for the SGD or the USD or the RMB for that day, the Manager will not be able to calculate the NAV per Unit for the SGD Class or the USD Class or the RMB Class.

Transaction costs such as charges for telegraphic transfers, if any, will be borne by the Unit Holders and offset against the redemption proceeds.

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Note: Transactions made via our IUTA/distributors may be subject to different cut-off times which shall be no later than 4.00 p.m. and other terms and conditions of the respective IUTA/distributors. Below is an illustration on the redemption proceeds are calculated when a Unit Holder makes a redemption request: Redemption request made within 6 months from date of this Replacement Information Memorandum or of the date of launch of the respective class of Units, as the case may be. The illustration below is based on a Unit Holder of the MYR Class making a redemption request within 6 months from the date of launch of the MYR Class. Let us assume that the NAV per Unit is RM1.00 and a Unit Holder wants to redeem 10,000 Units. Number of Units redeemed = 10,000 Units Redemption charge = 1.00% of NAV per Unit NAV per Unit = RM1.00 The net repurchase request proceeds payable to you are as follows:


Number of Units to be redeemed - 10,000 Units

Amount to be redeemed

Number of Units redeemed x NAV per Unit = 10,000 Units x RM1.00

RM10,000

Redemption charge of 1.00% of the NAV per Unit

Redemption charge x amount to be redeemed = 1.00% x RM10,000

RM100

Amount to be redeemed = RM10,000 Less redemption charge = RM 100 Amount of redemption proceeds = RM9,900 Redemption request made after 6 months from date of this Replacement Information Memorandum or of the date of launch of the respective class of Units, as the case may be. The illustration below is based on a Unit Holder of the MYR Class after 6 months from the date of launch of the MYR Class. Let us assume that the NAV per Unit is RM1.0000 and a Unit Holder wants to redeem 10,000 Units. Number of Units redeemed = 10,000 Units Redemption charge = Nil NAV per Unit = RM1.00 The net repurchase request proceeds payable to you are as follows:


Number of Units to be redeemed - 10,000 Units

Amount to be redeemed

Number of Units redeemed x NAV per Unit = 10,000 Units x RM1.00

RM10,000

No redemption charge will be imposed

- Nil

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Amount to be redeemed = RM10,000

6.6 SWITCHING OF UNITS

Switching facility is not available for the Fund.

6.7 POLICY ON ROUNDING ADJUSTMENTS

The calculation of the NAV per Unit is rounded up to 4 decimal points. The amount for application and redemption of Units will be rounded up to 2 decimal points.

6.8 PERIODIC REPORTING TO UNIT HOLDERS

Unit Holders will receive the following statements and reports:

Confirmation of investment statements detailing his investment, which will be sent within 10 Business Days from the date monies are received by the Manager for investment in the Fund. This confirmation will include details of the Units purchased and the purchase price;

Monthly statements of account which shows the balance of Unit Holders’ investments and all transactions made during the month, distribution details and investment value;

Quarterly reports which provides a brief overview of the Fund including key risk factors, investment outlook for the quarter, the Fund’s financial performance, credit risk, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and unaudited accounts of the Fund for the quarter. The quarterly reports will be sent to all Unit Holders within 2 months from the end of each financial quarter;

An annual report which provides a detailed overview of the Fund including key risk factors, investment outlook for the year, the Fund’s financial performance, credit risk, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and audited accounts of the Fund for the year. The annual report will be sent to all Unit Holders within 2 months from the end of each Financial Year; and

If distribution of returns is declared by the Fund, Unit Holders will receive a statement of distribution of returns, detailing the nature and amount of returns distributed by the Fund and a tax statement/voucher for submission to the Inland Revenue Board of Malaysia.

6.9 DISTRIBUTION POLICY

Subject to the availability of income, the Manager will distribute income twice a year.

6.10 MODE OF DISTRIBUTION

Distribution proceeds will be automatically reinvested. The distribution proceeds will be reinvested in Units of the respective classes of Units based on the NAV per Unit of the respective classes of Units at the income payment date (which is within 5 Business Days from the income distribution declaration date) at no additional cost to the Unit Holder. 6.11 NEW CLASSES Investors should be aware that the Manager may from time to time introduce additional class(es) to the Fund by way of a replacement or supplemental Information Memorandum; a notification will be sent to all Unit Holders prior to the launch of the additional class(es).

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CHAPTER 7: THE PEOPLE BEHIND THE MANAGER

7.1 BACKGROUND & EXPERIENCE OF THE MANAGER

UOB Asset Management (Malaysia) Berhad (“UOBAM(M)”) holds the Capital Markets & Services License for fund management in Malaysia under the Capital Markets & Services Act, 2007. UOBAM(M) has more than 16 years’ experience in providing fund management and fund advisory services, for both institutional and retail clients. As at 30 November 2014, the total number of funds under UOBAM(M)’s management were 6 with a total fund size of RM2.95 billion. UOBAM(M) has 33 employees, of whom 32 are executives and 1 is non-executive as at 31 October 2014. UOBAM(M) is substantially owned by UOB Asset Management Ltd (“UOBAM”), headquartered in Singapore. UOBAM has more than 28 years of experience investing in equities and fixed income instruments of regional and global markets and manages SGD78.3 billion worth of assets as at 30 November 2014.

7.2 DUTIES AND RESPONSIBILITIES OF THE MANAGER

The Manager holds a Capital Markets and Services License for the regulated activity of fund management and is responsible for the day to day management of the Fund in accordance with, amongst others, the provisions of the Deed, the CMSA, the relevant SC guidelines and the Manager’s internal policies; and for the development and implementation of appropriate investment strategies. The main tasks performed by the Manager include: (a) Managing the Fund; (b) Executing, supervising and valuing investments of the Fund; (c) Conducting the sale and redemption of Units in the Fund; (d) Issuing reports on market and economic review, strategies and Fund performance and

distributing income to Unit Holders; and (e) Keeping proper records of the Fund. In fulfilling these functions, the Manager has in place a strong and cohesive team of staff who are experienced in various aspects of the investment management industry, i.e. in the administration, marketing and fund management team holds investment meetings at least once a month.

7.3 BOARD OF DIRECTORS

Izlan bin Izhab Khoo Chock Seang Lim Suet Ling Seow Lun Hoo Ong Sea Eng Dato’ Dr Choong Tuck Yew

7.4 KEY PERSONNEL OF THE MANAGER

Lim Suet Ling Lim Suet Ling is the Chief Executive Officer/Executive Director at UOB Asset Management (Malaysia) Berhad. She graduated with a Bachelor of Business Administration (Hons) from the National University of Singapore and is also a Chartered Financial Analyst. She has more than 20 years’ experience in the industry and has particular expertise in Malaysian and Asia ex-Japan equities. Her mandates have been wide ranging with varying investment styles and focus. She has held senior

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positions including the Malaysia equity team head of UOB Asset Management Ltd and has been portfolio manager of several funds in both Malaysia and Singapore. She was promoted to Executive Director and Chief Executive Officer of UOB Asset Management (Malaysia) Berhad in 2005 to oversee the growth of the company. Prior to her appointment, she was an Associate Director of UOB Asset Management Ltd. Ms Lim holds a capital markets services representative’s license for the regulated activity of fund management. She is also the designated fund manager for the Fund.

Chang Kang Shyang Chang Kang Shyang is the Head of Fixed Income at UOB Asset Management (Malaysia) Berhad. He holds a Bachelor of Accountancy (Hons) degree from Universiti Utara Malaysia and is also a CFA charterholder. He began his career in an audit firm before joining the financial industry. He has more than 16 years of experience in the financial industry and has been mainly involved in various treasury activities. Prior to joining the UOB Asset Management (Malaysia) Berhad, he was attached to the fixed income desk at a local bank. Mr Chang holds a capital markets services representative’s license for the regulated activity of fund management.

7.5 THE MANAGER’S DELEGATES

Deutsche Trustees Malaysia Berhad (Registrar and Transfer Agency Functions) The registrar and transfer agency function of the Fund is outsourced to Deutsche Trustees Malaysia Berhad (“DTMB”). DTMB was incorporated in Malaysia on 22 February 2007 and commenced business in May 2007. It is registered as a trust company under the Trust Companies Act 1949, with its business address at Level 20, Menara IMC, 8 Jalan Sultan Ismail, 50250 Kuala Lumpur.. It has expanded its scope of services to include Registrar and Transfer Agency (“R&TA”) services for unit trust management companies in March 2010. Leveraging on the existing R&TA infrastructure within the Deutsche Bank Group, it is supported by Deutsche Investor Services Private Limited (“DISPL”). DISPL has been offering R&TA services in India and the rest of the Asian region since late 2006. The roles and duties of Deutsche Trustees Malaysia Berhad as the registrar and transfer agent include maintaining the register of Unit Holders, handling of account opening, static data set-ups, financial transaction processing, reconciliation processing, corporate actions, agency maintenance and preparing relevant reports or communication to investors and regulators. Deutsche Bank (Malaysia) Berhad (Fund Valuation Functions) We have appointed Deutsche Bank (Malaysia) Berhad as the fund valuation and fund accounting agent. Deutsche Bank (Malaysia) Berhad is a wholly-owned subsidiary of the parent organisation, Deutsche Bank Aktiengesellschaft. It established a presence in Kuala Lumpur, Malaysia in 1967 and was incorporated on the 22nd August 1994. Its roles and responsibilities as the fund valuation and fund accounting agent are:

Maintaining financial accounting records of portfolio/s including all transactions data, records and investment ledgers;

Monitoring and recording of corporate actions;

Performing cash and securities reconciliation with financial institutions and custodian records;

Performing valuation of the investments and the Fund;

Provision of a Reporting Package which includes the following:

Statement of Assets and Liabilities;

Statement of Income and Expenditure;

Portfolio Valuation Report; and

Transaction schedules;

Providing relevant information to facilitate the preparation of statistical returns for submission to regulatory bodies; and

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Submitting accounts/accounting records to the appointed external auditors and providing relevant information for disclosure in the Annual Financial Statements (whenever applicable).

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CHAPTER 8: THE TRUSTEE

8.1 ABOUT DEUTSCHE TRUSTEES MALAYSIA BERHAD

Deutsche Trustees Malaysia Berhad (“DTMB”) (Company No. 763590-H) was incorporated in Malaysia on 22 February 2007 and commenced business in May 2007. The Company is registered as a trust company under the Trust Companies Act 1949, with its business address at Level 20, Menara IMC, 8 Jalan Sultan Ismail, 50250 Kuala Lumpur. DTMB is a member of Deutsche Bank Group (“Deutsche Bank”), a global investment bank with a substantial private client franchise. With more than 100,000 employees in more than 70 countries, Deutsche Bank offers financial services throughout the world.

8.2 EXPERIENCE IN TRUSTEE BUSINESS

DTMB is part of Deutsche Bank’s Trust & Securities Services, which provides trust, agency, depository, custody and related services on a range of securities and financial structures. As at 30 November 2014, DTMB is the trustee for 186 collective investment schemes including unit trust funds, wholesale funds and exchange-traded funds and private retirement schemes. DTMB’s trustee services are supported by Deutsche Bank (Malaysia) Berhad (“DBMB”), a subsidiary of Deutsche Bank, financially and for various functions, including but not limited to financial control and internal audit.

8.3 BOARD OF DIRECTORS

Jacqueline William Chang Wai Kah Janet Choi Jalalullail Othman* Lew Lup Seong* * independent director

8.4 CHIEF EXECUTIVE OFFICER

Chua Mee Ling

8.5 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

DTMB’s main functions are to act as trustee and custodian of the assets of the Fund and to safeguard the interests of Unit holders of the Fund. In performing these functions, the Trustee has to exercise due care and vigilance and is required to act in accordance with the relevant provisions of the Deed, the CMSA and all relevant laws.

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8.6 TRUSTEE’S STATEMENT OF RESPONSIBILITY The Trustee has given its willingness to assume the position as trustee of the Fund and is willing to assume all its obligations in accordance with the Deed, the Capital Markets & Services Act 2007 and all relevant laws. In respect of monies paid by an investor for the application of units, the Trustee’s responsibility arises when the monies are received in the relevant account of the Trustee for the Fund and in respect of redemption, the Trustee’s responsibility is discharged once it has paid the redemption amount to the Manager.

8.7 TRUSTEE’S DELEGATE

The Trustee has appointed DBMB as the custodian of the assets of the Fund. DBMB is a wholly-owned subsidiary of Deutsche Bank AG. DBMB offers its clients access to a growing domestic custody network that covers over 30 markets globally and a unique combination of local expertise backed by the resources of a global bank. In its capacity as the appointed custodian, DBMB’s roles encompass safekeeping of assets of the Fund; trade settlement management; corporate actions notification and processing; securities holding and cash flow reporting; and income collection and processing. All investments are automatically registered in the name of the Trustee for the Fund, where the custodial function is delegated, in the name of the custodian to the order of the Trustee for the Fund. As custodian, DBMB shall act only in accordance with instructions from the Trustee.

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CHAPTER 9: RIGHTS AND LIABILITIES OF UNIT HOLDERS

9.1 RIGHTS OF UNIT HOLDERS

As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right to:

receive distributions, if any, from the Fund;

participate in any increase in the NAV per Unit of the Fund;

call for Unit Holders’ meetings and to vote for the removal of the Trustee or the Manager through a Special Resolution;

receive monthly statements, quarterly and annual reports on the Fund; and

exercise such other rights and privileges as provided for in the Deed. However, Unit Holders would not have the right to require the transfer to them any of the investments of the Fund. Neither would Unit Holders have the right to interfere with or to question the exercise by the Trustee (or by the Manager on the Trustee’s behalf) of the rights of the Trustee as trustee of the investments of the Fund.

9.2 LIABILITIES OF UNIT HOLDERS

As a Unit Holder of the Fund, and subject to the provisions of the Deed, your liabilities would be limited to the following: 1) A Unit Holder would not be liable for nor would a Unit Holder be required to pay any amount in

addition to the payment for Units of the Fund as set out in the Replacement Information Memorandum and the Deed.

2) A Unit Holder would not be liable to indemnify the Trustee and/or the Manager in the event that

the liabilities incurred by the Trustee and/or the Manager on behalf of the Fund exceed the NAV of the Fund.

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CHAPTER 10: POWER TO CALL FOR A UNIT HOLDERS’ MEETING

10.1 MEETINGS DIRECTED BY THE UNIT HOLDERS

Unless otherwise required or allowed by the relevant laws, the Manager shall, within 21 days of receiving a direction from not less than 50 or 1/10, whichever is less, of all the Unit Holders of the Fund or of a particular class of Units, summon a meeting of the Unit Holders of the Fund or of a particular class of Units by: (a) sending by post at least 7 days before the date of the proposed meeting a notice of the

proposed meeting to all the Unit Holders; (b) publishing at least 14 days before the date of the proposed meeting an advertisement giving

notice of the proposed meeting in a national language newspaper published daily and another newspaper approved by the relevant authorities; and

(c) specifying in the notice the place and time of the meeting and the terms of the resolutions to be

proposed at the meeting. The Unit Holders may direct the Manager to summon a meeting for any purpose including, without limitation, for the purpose of: (1) requiring the retirement or removal of the Manager; (2) requiring the retirement or removal of the Trustee; (3) considering the most recent financial statements of the Fund; or (4) giving to the Trustee such directions as the meeting thinks proper; provided always that the Manager shall not be obliged to summon such a meeting unless direction has been received from not less than 50 or one-tenth 1/10 of the relevant Unit Holders, whichever is the lesser number. The Unit Holders of a particular class of Units may apply to the Manager to summon a meeting only in respect of matters relating to that class of Units. For the avoidance of doubt, a meeting summoned for the purposes of (a) and (b) above cannot be convened where the Unit Holders consist solely from a particular class of Units.

10.2 MEETINGS SUMMONED BY THE TRUSTEE

The Trustee may summon a meeting of Unit Holders for any purpose whatsoever by: (a) giving at least 14 days written notice of the meeting to Unit Holders; and (b) specifying in the notice the place and time of the meeting and the terms of the resolutions to

be proposed at the meeting.

10.3 MEETINGS SUMMONED BY THE MANAGER

The Manager may summon a meeting of Unit Holders for any purpose whatsoever by: (a) giving at least 14 days written notice of the meeting to Unit Holders; and

52

(b) specifying in the notice the place and time of the meeting and the terms of the resolutions to be proposed at the meeting.

10.4 PROVISIONS GOVERNING UNIT HOLDERS’ MEETINGS

Quorum The quorum required for a meeting of the Unit Holders shall be 5 Unit Holders, whether present in person or by proxy, provided that if the Fund or a class of Units has 5 or less Unit Holders, the quorum required for a meeting of the Unit Holders of the Fund or a class of Units shall be any number of Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least 25% of the Units in circulation of the Fund or the applicable class of Units, as the case may be, at the time of the meeting.

If within 1 hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon the request of Unit Holders shall be dissolved. In any other case, it shall stand adjourned to such day and time not being less than 7 days thereafter and to such place as may be appointed by the chairman; at such adjourned meeting, the Unit Holders present in person or by proxy shall be the quorum for the transaction of business including the passing of Special Resolutions if the quorum prescribed by this Deed is not present after 1 hour from the time appointed for the adjourned meeting. Resolutions passed at a meeting of Unit Holders bind all Unit Holders whether or not they were present at the meeting at which the resolutions were passed. No objection may be made as to any vote cast unless such objection is made at the meeting. Voting by Proxy A notice calling a Unit Holders’ meeting will contain a statement that a Unit Holder is entitled to attend and vote or may appoint a proxy. The instrument appointing a proxy shall be duly stamped, if required, and deposited at the office of the Manager not less than 48 hours before the time appointed for the meeting or adjourned meeting as the case may be at which the person named in such instrument proposes to vote. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or the power of attorney or other authority under which the proxy was signed or the sale of Units in respect of which the proxy was given provided that no intimation in writing of such death, insanity, revocation or sale shall have been received at the place so appointed for the deposit of proxies or if no such place is appointed at the registered office of the Manager before the commencement of the meeting or adjourned meeting at which the proxy is used. Chairman of the Meeting The meeting will be chaired if the meeting was convened at the instance of the Unit Holders or the Trustee, by a person appointed by the Unit Holders present at the meeting or, where no such appointment is made, a nominee of the Trustee; or if the meeting was convened at the instance of the Manager, by a person appointed by the Manager. The decision of the chairman of the meeting on any matter shall be final. Casting of Votes Every question arising at any Unit Holders' meeting shall be decided in the first instance by a show of hands unless a poll be demanded or, if it be a question which under the Deed requires more than a simple majority for it to be resolved and passed, a poll shall be taken. A poll may be demanded before or immediately after any question is put to a show of hands.

On a show of hands every Unit Holder who is present in person or by proxy shall have one vote, notwithstanding that a Unit Holder may hold Units in different classes of Units in the Fund.

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Upon a poll every Unit Holder present in person or by proxy shall have one vote for every Unit held by him.

A poll may be demanded by the chairman of the meeting, the Trustee, the Manager or by Unit Holders holding (or representing by proxy) between them not less than 1/10 of the total number of Units then in issue.

Unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.5 TERMINATION OF THE FUND

The Fund may be terminated or wound up should the following events occur:

The SC’s authorization is withdrawn pursuant to section 256E of the Act;

A Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund; and

Such other events and situations as provided in the Deed. Upon the termination of the Fund, the Trustee shall: a) sell all the assets of the Fund then remaining in its hands and pay out of the Fund any liabilities of

the Fund; such sale and payment shall be carried out and completed in such manner and within such period as the Trustee considers to be in the best interests of the Unit Holders; and

b) from time to time distribute to the Unit Holders, in proportion to the number of Units held by them

respectively:

i) the net cash proceeds available for the purpose of such distribution and derived from the sale of the investments and assets of the Fund less any payments for liabilities of the Fund; and

ii) any available cash produce;

provided always that the Trustee shall not be bound, except in the case of final distribution, to distribute any of the moneys for the time being in his hands the amount of which is insufficient for payment to the Unit Holders of RM1.00 or its foreign currency equivalent, if applicable in respect of each Unit and provided also that the Trustee shall be entitled to retain out of any such moneys in his hands full provision for all costs, charges, taxes, expenses, claims and demands incurred, made or anticipated by the Trustee in connection with or arising out of the winding-up of the Fund and, out of the moneys so retained, to be indemnified against any such costs, charges, taxes, expenses, claims and demands; each such distribution shall be made only against the production of such evidence as the Trustee may require of the title of the Unit Holder relating to the Units in respect of which the distribution is made. In the event the Fund is terminated, the Trustee shall be at liberty to call upon the Manager to grant the Trustee, and the Manager shall so grant, a full and complete release from this Deed and the Manager shall indemnify the Trustee against any claims arising out of the Trustee's execution of this Deed provided always that such claims have not been caused by any failure on the part of the Trustee to exercise the degree of care and diligence required of a trustee as contemplated by this Deed and all relevant laws. Where the termination of the Fund and the winding-up of the Fund have been occasioned by any of the events set out herein: a) if the Manager has gone into liquidation, except for the purpose of reconstruction or amalgamation

upon terms previously approved in writing by the Trustee and the relevant authorities;

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b) if, in the opinion of the Trustee, the Manager has ceased to carry on business; or c) if, in the opinion of the Trustee, the Manager has to the prejudice of Unit Holders failed to comply

with the provisions of this Deed or contravened any of the provisions of any relevant law;

the Trustee shall summon for a Unit Holders’ meeting to get directions from the Unit Holders. If a Special Resolution is passed to terminate the trust and wind-up the Fund, the Trustee shall apply to the court for an order confirming such Special Resolution. The Trustee shall, as soon as practicable after the winding up of the Fund inform Unit Holders and the relevant authorities of the same. The Trustee shall also arrange for a final review and audit of the final accounts of the Fund by the auditor of the Fund;in all other cases of termination of the trust and winding-up of the Fund, such final review and audit by the auditor of the Fund shall be arranged by the Manager.

10.6 TERMINATION OF A CLASS OF UNITS

A particular class of Units may be terminated if a Special Resolution is passed at a meeting of Unit Holders of that class of Units to terminate that class of Units provided always that such termination does not prejudice the interests of Unit Holders any other class of Units. For the avoidance of doubt, the termination of a class of Units shall not affect the continuity of any other class of Units of the Fund. If at a meeting of Unit Holders to terminate a class of Units, a Special Resolution to terminate a particular class Units is passed by the Unit Holders: (a) the Trustee shall cease to create and cancel Units of that class of Units;

(b) the Manager shall cease to deal in Units of that class of Units;

(c) the Trustee and the Manager shall notify the relevant authorities in writing of the passing of the

Special Resolution; and

(d) the Trustee or the Manager shall as soon as practicable inform all Unit Holders of the Fund of the termination of that class of Units.

The Trustee shall then arrange for a final review and audit of the final accounts of the Fund attributable to that class of Units by the auditor of the Fund. Upon the completion of the termination of that class of Units, the Trustee and the Manager shall notify the relevant authorities of the completion of the termination of that class of Units

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CHAPTER 11: ADDITIONAL INFORMATION

11.1 UNCLAIMED MONEYS Income Distribution Proceeds Income distribution proceeds payable to the Unit Holders, if any, which remain unclaimed for 6 months from the date of the cheque for the payment of income distribution proceeds will automatically be reinvested into the Fund based on the prevailing NAV per Unit. Redemption Proceeds If the cheques for the payment of redemption proceeds to Unit Holders who have requested for full or partial redemption of their investments in the Fund are not presented for payment, and those moneys remain unclaimed for such period as may be prescribed by the Unclaimed Moneys Act, 1965, the Manager shall lodge such redemption proceeds with the registrar of unclaimed moneys in accordance with the provisions of the Unclaimed Moneys Act, 1965. 11.2 ANTI-MONEY LAUNDERING POLICIES The Manager has in place a know your client (KYC) policy where procedures are in place to verify clients’ identification by obtaining satisfactory evidence of clients’ identity and source of funds before opening an account or establishing a business relationship. The Manager reserves the right to reject any subscription if information or documentation required is incomplete or insufficient. 11.3 REGULATORY AUTHORIZATION The Fund is subject to the authorization of the Securities Commission under section 212 (5) of the Act.

11.4 NO GUARANTEE The Manager does not guarantee the performance or success of the Fund. Investors are advised to read this Replacement Information Memorandum and obtain professional advice before subscribing to the Fund. 11.5 IMPLEMENTATION OF GOODS AND SERVICES TAX ACT 2014 All fees and charges payable to the Manager and the Trustee are subject to goods and services tax as may be imposed by the government or other authorities from time to time. 11.6 ENQUIRIES All enquiries about the investment should be directed in writing to: The Marketing Department UOB Asset Management (Malaysia) Berhad Level 22, Vista Tower The Intermark 348 Jalan Tun Razak 50400 Kuala Lumpur

56

APPENDIX

Statement on risk management process of the Target Fund.

Please note that this document has been adapted from the original Statement of Risk Management

Process to reflect only information relating to the UOB United Renminbi Bond Fund as it is intended for

use in the Replacement Information Memorandum of the United RMB Income Fund, a feeder fund that

feeds into the UOB United Renminbi Bond Fund (“Target Fund”). This document has been reviewed by

UOB Global Capital (Dublin) Limited (“Target Fund Manager”).

UOB GLOBAL CAPITAL (DUBLIN) LIMITED

33 Sir John Rogerson’s Quay,

Dublin 2,

Ireland

Tel: 667 0022 Fax: 667 0042

Statement of Risk Management Process

in respect of

UOB Global Strategies Funds plc

08 January, 2013

Introduction

UOB Global Capital (Dublin) Limited (“Target Fund Manager”) is the manager of UOB Global Strategies

Funds plc (the “Company”) appointed by the Company as manager of the Company and its sub-funds (the

“Series”) one of which is the UOB United Renminbi Bond Fund (“Target Fund”). The Target Fund Manager (or

its duly appointed investment adviser, UOB Asset Management Ltd (“Investment Adviser”), as appropriate) is

authorised to use financial derivative instruments (‘FDI”) for efficient portfolio management purposes, to

protect/ hedge against foreign exchange rate risk and for investment purposes, as described in the Company’s

prospectus (the “Prospectus”).

The Company currently has seven sub-funds, one of which is the Target Fund.

This statement sets out details of the risk management process employed by the Target Fund Manager (and its

duly appointed Investment Adviser) in relation to its use of FDI on behalf of the Target Fund as required by the

relevant Undertakings for Collective Investments in Transferable Securites (“UCITS”) regulations (the

“Regulations”) and has been approved by the board of directors of the Company (“Board of Directors”).

The director of the Target Fund Manager responsible for the derivatives risk management process employed by

the Target Fund Manager on behalf of the Target Fund and his contact details are

UOB Global Capital (Dublin) Limited is a company registered in the Republic of Ireland and is authorized and

regulated by the Central Bank of Ireland.(“Central Bank”)

Registered in the Republic of Ireland, Registration Number: 309628

Directors: David Goss (American), Michael Landau (American), Howard Berkenfeld (American), Mary

Canning (Irish), John Broughan (Irish), Jake Lim Huck Wei (Singapore)

Registered Office : 33 Sir John Rogerson’s Quay, Dublin 2

Howard Berkenfeld

Director

Tel: +212-3986633

E-mail: [email protected]

mailto:[email protected]

57

1. General information

Relationship of the Company to its risk service providers

Entities Responsible

Valuation of FDI

The administrator of the Company, Northern Trust Securities Services (Ireland) Limited (“the Administrator”),

is responsible for the valuation of all FDI. The Administrator will rely on daily valuations provided by

counterparties to over-the-counter (“OTC”) derivatives transactions, other than forward foreign exchange

contracts. Where counterparty valuations are used, the valuations will be verified on at least a weekly basis by

an independent party appointed by the Target Fund Manager and approved by the custodian, Northern Trust

Fiduciary Services (Ireland) Limited (“the Custodian”) for that purpose. Valuations are carried out by the

Administrator’s fund accounting department.

Execution of FDI transactions and risk management

UOB Global Strategies Funds plc

BOARD OF DIRECTORS

Overall responsibility for operation and

management of Company, including

monitoring of delegates

ADMINISTRATOR

Northern Trust Securities

Services (Ireland) Limited

(“Administrator”)

Valuation of derivative

instruments

TARGET FUND MANAGER

UOB Global Capital (Dublin)

Limited

(“Target Fund Manager”)

Management of the Company’s

investments and responsibility for

operation of the Company’s risk

management process, including

risk management and verification

of counterparties’ valuations of

OTC instruments

The Target Fund Manager may

appoint one or more investment

advisers in respect of the assets of

one of more of the Series

CUSTODIAN

Northern Trust Fiduciary

Services (Ireland) Limited

(“Custodian”)

Custody of collateral

provided by derivatives

counterparties (if any)

INVESTMENT ADVISER

UOB Asset Management Ltd

(“Investment Adviser”)

TARGET FUND

UOB United Renminbi Bond Fund

58

The Investment Adviser appointed by the Target Fund Manager is responsible for undertaking FDI transactions

and the operation of the risk management process set out in this document on behalf of the Company, including

the measurement of risk in the Target Fund’s portfolio at any given time.

The manager of the Company, UOB Global Capital (Dublin) Limited, is a wholly-owned subsidiary of UOB

Global Capital LLC, the ultimate parent is United Overseas Bank Group (“UOB Group”).

UOB Global Capital LLC is owned 70% by UOB Holdings (USA) Inc, a wholly owned subsidiary of the UOB

Group, and 30% by TEAMCO Management Co. LLC. The UOB Group has been listed on the stock exchange of

Singapore since 1970. UOB Global Capital LLC was established in 1998. UOB Group is regulated by the

Monetary Authority of Singapore.

Senior management of UOB Global Capital LLC collectively has over 100 years in the investment and

securities industries. This experience includes the establishment and oversight of mutual fund complexes in

various jurisdictions including Ireland, responsibility for the sales of pooled vehicles both at a retail and

institutional level, involvements in committees of mutual fund associations, such as the Investment Company

Institute (“ICI”), and working with emerging market governments to help formulate mutual fund legislation.

The Target Fund Manager, a limited liability company incorporated in Ireland on the 14th

July, 1999, has an

authorised share capital of US$ 7,500,000 of which 136,810 ordinary shares of US$1.00 each, are issued and

fully paid up. The sole business of the Target Fund Manager is the management of collective investment

vehicles.

The Target Fund is managed by an investment adviser appointed by the Target Fund Manager. Details of the

Investment Adviser appointed by the Target Fund Manager who currently undertake FDI transactions and

manages the Target Fund is set out in Appendix 1.

The Investment Adviser has authority to undertake derivatives transactions on behalf of the Target Fund, subject

to the restrictions applicable to the Target Fund. These restrictions consist of the investment objective, policies

and restrictions, the risk limits set out in the Regulations and the Central Bank’s Notices*, and any internally

generated guidelines or restrictions which may be set from time to time by the respective boards of the

Company and the Target Fund Manager. The current limits on the use of FDI are set out in Appendix 2.

*Central Bank’s Notices refer to notices issued by the Central Bank of Ireland to explain and clarify various

aspects of the Regulations; and to set down conditions not contained in the Regulations with which UCITS must

conform.

The Target Fund Manager will require the Investment Adviser to have appropriate risk management policies and

procedures in place proportionate and commensurate to the nature and extent of the FDI transactions it

undertakes. The Investment Adviser is responsible for overseeing the operation and maintenance of the Target

Fund Manager’s risk management process. As part of its responsibilities, the Investment Adviser must ensure

that the controls operated by it reflect the restrictions applicable to the Target Fund.

The Investment Adviser may also from time to time recommend (and implement, once the recommendation is

accepted) additional restrictions to the respective boards of the Company and the Target Fund Manager or agree

to restrictions and risk budgeting parameters with individual investment management teams in response to

specific issues or concerns.

Investment and risk controls are incorporated into the portfolio management system used by the Investment

Adviser, and the Target Fund’s portfolio is reviewed for compliance on a daily basis by the relevant person in

the Investment Adviser. Any investment breaches or any material breaches of risk limits will be corrected as

quickly as possible, and Howard Berkenfeld the designated person responsible for this risk management

function (“Designated Person”), will be notified immediately of the breach in accordance with the procedures

for notifying breaches set out in the Target Fund Manager’s business plan. If the Designated Person feels that

further action is required, that there is a material issue to consider, the matter will be brought to the chairman for

the further attention of the Board of Directors as soon as possible.

Where there are any inadvertent breaches, the Investment Adviser will reduce the relevant exposures as quickly

as is prudent, taking due account of investors’ interests.

59

The Company has a permanent risk management function. Given the nature, scale and complexity of the

Company’s business and the nature and range of collective portfolio management services and activities

undertaken in the course of that business, the Target Fund Manager monitors and manages the risks pertaining

to the Company based on the periodic reporting to the Designated Person and to the Board of Directors as

detailed in the Target Fund Manager’s business plan, which is approved by the Central Bank, in section 12 titled

“Management Function – Monitoring/ Procedures” and also in Appendix A of the Target Fund Manager’s

business plan.

Policy as to expertise and level in place

The Investment Adviser has a policy of ensuring that the individuals involved at each stage of the investment

process have the appropriate level of expertise and experience required to effectively discharge their

responsibilities.

Derivative transactions are undertaken by the Investment Adviser of the Target Fund. The Investment Adviser’s

team includes individuals with a range of professional backgrounds and qualifications, generally to third level or

higher, and who each have experience commensurate with their seniority.

Details of the expertise in place by the Investment Adviser which engages in derivatives transactions on behalf

of the Target Fund is set out in Appendix 1.

Types and uses of derivatives to be employed by the Target Fund

The Investment Adviser may use the following types of FDI for the Target Fund to the extent permitted by the

Prospectus (and the supplement for the Prospectus dated 3 September 2012 (“Supplement”) relating to the

Target Fund), the Regulations and the *Central Bank’s Notices:

Futures

Forwards

Options (writing and purchasing)

Convertible bonds (The Target Fund may invest in convertible bonds which are a hybrid between debt and

equity. Convertible bonds can be considered to have an embedded derivative element as the bond holder has an

option to convert the bond into the stocks or shares of the issuer at a future date. )

*Central Bank’s Notices refer to notices issued by the Central Bank of Ireland to explain and clarify various

aspects of the Regulations; and to set down conditions not contained in the Regulations with which UCITS must

conform

The FDI underlying exposure in each case may relate to transferable securities, money market instruments, other

collective investment schemes, financial indices (including indices on commodities, baskets of indices) and

interest and foreign exchange rates or currencies.

Convertible bonds are used for investment purposes, while futures, forwards and options may be used for

efficient portfolio management purposes, to protect/hedge against foreign exchange rate risk and for investment

purposes to the extent permitted by the Target Fund, as outlined in the Prospectus and the Supplement to the

Target Fund.

The Investment Adviser does not intend to use exotic (non-standard) options.

Further detail on the commercial purpose for which each type of FDI that may be employed is as follows:

Futures

The Target Fund may sell futures on securities, currencies or interest rates to provide an efficient, liquid and

effective method for the management of risks by “locking in” gains and/or protecting against future declines in

value. The Target Fund may also buy futures on securities, currencies or interest rates to provide a cost effective

and efficient mechanism for taking position in securities.

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Forwards

The Target Fund may enter into forward currency contracts to purchase or sell a specific currency at a future

date at a price set at the time of the contract. The Target Fund may enter into these contracts to hedge against

changes in currency exchange rates. The Target Fund may use one currency (or a basket of currencies) to hedge

against adverse changes in the value of another currency (or a basket of currencies) when exchange rates

between the two currencies are positively correlated.

Options

The Target Fund may utilise options (including options on futures and options on swaps) to increase its current

return by writing covered call options and put options on securities it owns or in which it may invest and on

currencies for the purposes of efficient portfolio management only. The Target Fund receives a premium from

writing a call or put option, which increases the return if the option expires unexercised or is closed out at a net

profit. If the Target Fund writes a call option, it gives up the opportunity to profit from any increase in the price

of a security or currency above the exercise price of the option; when it writes a put option, the Target Fund

takes the risk that it will be required to purchase a security or currency from the option holder at a price above

the current market price of the security or currency. The Target Fund may terminate an option that it has written

prior to its expiration by entering into a closing purchase transaction in which it purchases an option having the

same terms as the option written.

The Target Fund may purchase put options (including options on futures and options on swaps) to provide an

efficient, liquid and effective mechanism for “locking in” gains and/or protecting against future declines in

value on securities that it owns. This allows the Target Fund to benefit from future gains in the value of a

security without the risk of the fall in value of the security. The Target Fund may also purchase call options

(including options on futures) to provide an efficient, liquid and effective mechanism for taking position in

securities. This allows the Target Fund to benefit from future gains in the value of a security without the need to

purchase and hold the security. The Target Fund may also purchase call options on currencies for purposes of

efficient portfolio management only to protect against exchange risks.

Hedging

Futures, forwards and options may be used to hedge against downward movements in the value of the Target

Fund’s portfolio, either by reference to specific securities, markets or market factors to which the Target Fund

may be exposed. The Investment Adviser may also take out hedges against changes in interest or currency rates,

credit spreads or volatility levels which would have an impact on the Target Fund.

Forward foreign exchange contracts are also used more specifically to hedge the value of certain classes of

shares in the Target Fund against changes in the exchange rate between the currency of denomination of the

class of shares and either the base currency of the Target Fund or the currency of denomination of the Target

Fund’s investment.

Strategic Asset Allocation

Futures, forwards and options may be used to gain or reduce the Target Fund’s exposure to a particular security,

market or market factor on a short or medium term basis, either in advance of a longer term allocation or

reappraisal of the Target Fund’s commitment to the asset or market in question, or purely on a temporary basis

where it is more efficient to use derivatives for this purpose.

Beta and interest rate duration management

The Investment Adviser may use futures and options to increase or reduce the beta or the duration and convexity

of all or a part of the Target Fund’s portfolio to take account of changing levels of volatility in the market while

at the same time maintaining exposure to the market.

By using derivatives in this way, the value of the Target Fund’s portfolio may be made more or less responsive

to general changes in market values than a corresponding portfolio that does not include derivatives. The

Investment Adviser may use this ability to effectively leverage the Target Fund, subject to the requirements in

this document on the provision of cover and the limits on leverage and exposure, to take advantage of conditions

61

in relation to particular market or securities which the Investment Adviser believe offer especially favourable

prospects.

Alternatively, the Target Fund may be de-leveraged by taking short positions against long exposures to protect

the Target Fund against potentially adverse market conditions or to reduce exposure to securities or markets

which the Investment Adviser’s analysis suggests are overvalued and prone to being sold off, without having

resort to holding cash.

Revenue generation

The Investment Adviser may generate additional revenue for the Target Fund by purchasing or writing options

in combination with each other (simultaneously writing call options and purchasing put options) to adjust

exposure of its overall investment positions. For example, the Target Fund may purchase a put option and write

a call option on the same underlying instrument, in order to synthesise a position similar to that which would be

achieved by selling a futures contract. Any option combination position will be limited to the Target Fund’s

notional exposure limitations.

Currency management/Currency Transactions

Currency forwards may be used to actively implement the Investment Adviser’s view on likely currency

movements.

The Investment Adviser may actively engage in currency transactions including but not limited to entering into

forward and spot foreign currency exchange contracts or currency futures contracts on a speculative basis (i.e.

without any link to currency exposures with the Target Fund) and /or to modify exposure to currencies. The

Target Fund may enter into long and short currency trading positions, seeking to benefit from changes in the

relative value of currencies. The Target Fund may utilise this strategy with respect to currencies of both

developed and emerging markets.

Cash management and efficient investing

The Investment Adviser may also use futures, forwards and options as an alternative to acquiring the underlying

or the related securities, alone or in conjunction with the securities, in any case where such investment may be

accomplished in a more efficient or less costly way through the use of derivatives. Such instruments may also be

used to maintain exposure to the market while managing the cash flows from subscriptions and redemptions into

and out of the Target Fund more efficiently than by buying and selling transferable securities.

Use of derivatives for investment purposes

Within the limits set out in the Prospectus and the Supplement relating to the Target Fund, all of the above

mentioned derivative instruments (including embedded derivatives) can be employed to gain or change the

desired exposure to an asset class or financial instrument in order to gain from its absolute or relative

appreciation. As the relevant derivative instrument is not used to hedge an existing exposure, the Target Fund

may be leveraged within the permitted Central Bank limits as a result.

Market concentrations

Certain markets within the investment universe of the Target Fund may be overly concentrated due to the

presence of disproportionately larger issuers in those markets, with the result that the Target Fund may have

difficulty in maintaining adequate exposure to that market by purchasing transferable securities without

breaching its investment limits. The Investment Adviser may use index futures and option combinations to

maintain an appropriate level of exposure to such markets.

Risks of using FDI

Correlation

Derivative prices may be imperfectly correlated to the prices of the underlying securities, for example, because

of transaction costs and interest rate movements. The prices of exchange traded derivatives may also be subject

to changes in price due to supply and demand factors.

62

Loss of Favourable Performance

The use of derivatives to hedge or protect against market risk or to generate additional revenue by writing

covered call options may reduce the opportunity to benefit from favourable market movements.

Counterparty exposure and legal risk

The use of OTC derivatives, such as forward contracts will expose the Target Fund to credit risk with respect to

the counterparty involved and the risk that the legal documentation of the contract may not accurately reflect the

intention of the parties. Measures taken to mitigate counterparty and legal risk are detailed below.

Liquidity

Futures positions may be illiquid or difficult to close out because of limits imposed by the relevant exchange on

daily price movements. OTC positions are, by definition, illiquid, but the Investment Adviser will only enter

into OTC transactions with counterparties which are contractually obliged to close out a position on request.

Margin

The Company will be obliged to pay margin deposits and option premia to brokers in relation to futures and

option contracts entered into for the Target Fund. While exchange traded contracts are generally guaranteed by

relevant exchange, the Target Fund may still be exposed to the fraud or insolvency of the broker through which

the transaction is undertaken. The Investment Adviser will seek to mitigate this risk by trading only through

high quality names.

Market risk

When the Investment Adviser purchases a security or an option, the risk of the Target Fund is limited to the loss

of its investment. In the case of a transaction involving futures, forwards, or writing options, the Target Fund’s

liability may be potentially unlimited until the position is closed.

Use of Leverage

The use of FDIs to increase the exposure of the Target Fund to the market or to leverage the Target Fund,

whether by taking long or short positions, will make the value of the Target Fund’s investments change more

quickly in response to increases or decreases in general market prices than would be the case with an

unleveraged fund.

If the market recognises the fundamental value the Investment Adviser ascribes to a security, or the Investment

Adviser correctly anticipates the direction in which the market or the specific security price will move, the result

will be improved performance of the Target Fund by a greater extent than would be possible with an

unleveraged fund. Where the Investment Adviser takes short positions, the Target Fund may even profit when

security prices fall.

Conversely, if the Investment Adviser’s assessment of fundamental value or market direction proves to be

incorrect, the Target Fund may be adversely affected to a much greater extent than the actual change in security

prices might suggest due to the multiplier effect of using leverage.

Valuation Rules for FDI and other relevant assets

The value of the assets and liabilities of the Target Fund is calculated as described in the articles of association

of the Company (“Articles of Association”) which, in summary, provide that:

(a) assets listed and regularly traded on Recognised Markets and for which market quotations are readily

available or traded on over-the-counter markets shall be valued at the latest mid-market quotation(i.e.

mid-price between the latest bid and offer prices) on the principal exchange in the market for such

investment as at close of business on the Business Day1 preceding the relevant Dealing Day

2 provided

that the value of any investment listed on Recognised Markets but acquired or traded at a premium or at

63

a discount outside or off the relevant stock exchange or on an over-the-counter market may be valued

taking into account the level of premium or discount as at the date of valuation of the investment with

the approval of the Custodian.

1Business Day: means any day on which retail banks in Ireland are open for business (excluding

Saturdays, Sundays and bank holidays). 2Dealing Day: means any day Business Day (as defined above) or such other day or days as the Target

Fund Manager may determine from time to time provided that there shall be at least two dealing days

per month at regular intervals and all relevant shareholders of the Target Fund will be notified in

advance;

The directors, in consultation with the Target Fund Manager, may adjust or may instruct the

Administrator to adjust the value of any such assets if, in relation to currency, marketability and such

other considerations as they deem relevant, they consider that such adjustment is required to reflect the

fair value thereof with the approval of the Custodian.

If for specific assets the latest available prices do not in the opinion of the directors, in consultation

with the Target Fund Manager, reflect their fair value, the value shall be calculated with care and in

good faith by the directors or their delegate being a competent person approved for such purpose by the

Custodian, in consultation with the Target Fund Manager with a view to establishing the probable

realisation value for such assets as at the Business Day preceding the relevant Dealing Day;

(b) if the assets are listed on Recognised Markets, the latest mid market price on the Recognised Markets

which, in the opinion of the directors, in consultation with the Administrator (as delegate of the Target

Fund Manager), constitutes the main market for such assets, will be used;

(c) in all cases the competent person responsible for valuing the assets, which for the Company is the

directors or their delegate (being competent people), in consultation with the Target Fund Manager,

acting in good faith and in accordance with the procedures described below, shall be approved for that

purpose by the Custodian. In the case where the competent person may be a party connected with the

Company, if any conflict should arise, it will be resolved fairly and in the best interests of

Shareholders;

(d) in the event that any of the assets on the Business Day preceding the relevant Dealing Day are not

listed or dealt on Recognised Markets, such assets shall be valued by the directors or their delegate

(being competent people approved for such purpose by the Custodian) with care and in good faith and

in consultation with the Target Fund Manager at the probable realisation value. Such probable

realisation value may be determined by using a bid quotation from a broker. Due to the nature of such

unquoted assets and the difficulty in obtaining a valuation from other sources, such competent

professional may be related to the Target Fund Manager.

(e) cash and other liquid assets will be valued at their face value with interest accrued, where applicable, as

at close of business on the Business Day preceding the relevant Dealing Day;

(f) units or shares in collective investment schemes(other than those valued pursuant to paragraph (a) or

(b) above) will be valued at the latest available net asset value of the relevant collective investment

scheme;

(g) any value expressed otherwise than in the denominated currency of the Target Fund (whether of an

investment or cash) and any borrowing in a currency other than the denominated currency of the Target

Fund shall be converted into the denominated currency of the Target Fund at the rate (whether official

or otherwise) which the Administrator deems appropriate in the circumstances;

(h) derivative instruments dealt in on a market will be valued at the settlement price for such instruments

on such market. If the settlement price is not available, the value shall be the probable realisation value

estimated with care and in good faith by (i) the directors or the Target Fund Manager or (ii) a

competent person, firm or corporation (including the Investment Adviser) selected by the directors and

approved for the purpose by the Custodian. Where such derivative instruments are not dealt in on a

market, their value should be the daily quotation from the counterparty provided that the valuation is

64

approved or verified weekly by an independent party appointed by the Target Fund Manager and

approved for the purpose by the Custodian;

(i) forward foreign exchange contracts will be valued by the Administrator utilising an independent price

source by reference to the price at close of business on the Business Day preceding the relevant

Dealing Day at which a new forward contract of the same size and maturity could be undertaken.

The Investment Adviser calculates daily cash and asset reconciliations with the Administrator’s records.

Information technology systems

Details of the systems used by the relevant Investment Adviser is set out in Appendix 1.

Legal Risk

For exchange traded futures and options, agreements with brokers will generally follow standard prevailing

terms in the markets.

When entering into contracts for OTC derivatives for the Target Fund, the contract will generally follow the

standards set by the International Swaps and Derivatives Association (“ISDA”) for derivatives master

agreements. ISDA confirmations are then tracked and checked by hand to confirm the terms of the trades are

fully and correctly documented.

Master agreements will be referred to both internal and external legal advisers before execution, to ensure that

contracts are appropriately worded and all legal and documentary issues fully addressed and monitored,

including issues relating to the enforceability of contracts and their corresponding limitations.

Borrowing

The Investment Adviser may not borrow to invest in derivatives transactions or to cover individual FDI

positions, nor may the Target Fund be leveraged through borrowing. Borrowing is limited to 10% of the net

asset value of the Target Fund and may only be used to finance temporary cash flow mismatches. Any

overdrafts that occur are monitored by the Investment Adviser and the Custodian.

2. Leverage and Global Exposure

Classification

The strategies which the Investment Adviser may use in relation to FDI are set out above under “Types and uses

of derivatives to be employed by the Target Fund”.

The Target Fund Manager has advised the directors of the Company that it is of the opinion that the

commitment approach to measuring position exposure, as set out below, is an adequate measure of risk in the

context of the Company’s use of FDI, and the directors have agreed that the global exposure and leverage of the

Target Fund should be calculated on this basis. However, the position will be kept under review, and in the

event that the Target Fund Manager (or its duly appointed Investment Adviser) recommends that more complex

FDI strategies or instruments be employed, or it otherwise becomes evident that additional controls on exposure

and leverage are desirable, the directors will require that the Target Fund Manager (or its duly appointed

Investment Adviser) adopts alternative risk measures, such as limits based on an appropriate value at risk

method.

Policy in relation to asset cover

Where the Target Fund has a commitment under the terms of an FDI contract, cover will be held against FDI

position exposure at all times in accordance with the provisions on cover set out in Appendix 2.

The Investment Advisers will carry out a regular check on the cover available to the Target Fund, either in the

form of the underlying financial instruments or in the form of liquid assets as described above, in order to ensure

that such cover exists in sufficient quantity to meet the Target Fund’s future obligations.

65

Policy in relation to leverage and global exposure

Any additional exposure created by the use of FDI will not exceed the net asset value of the Target Fund. Global

exposure and leverage, each calculated as set out below, shall not exceed 100% of the net asset value of the

Target Fund on a permanent basis.

Calculation of global exposure

Global exposure will be calculated as the total of the absolute values of the Target Fund’s net position exposure.

In accordance with Appendix 1 of UCITS 10.6 global exposure using the commitment approach will be

calculated as follows:

i. Calculate the commitment of each individual derivative (as well as any embedded derivatives and

leverage linked to efficient portfolio management (“EPM “) techniques).

ii. Identify netting and hedging arrangements. For each netting or hedging arrangement, calculate a net

commitment as follows:

- Gross commitment is equal to the sum of the commitments of the individual financial

derivative instruments (including embedded derivatives) after derivative netting:

- If the netting or hedging arrangement involves security positions, the market value of security

positions can be used to offset gross commitment;

- The absolute value of the resulting calculation is equal to net commitment.

iii. Global exposure is then equal to the sum of:

- The absolute value of the commitment of each individual derivative not involved in netting or

hedging arrangements; and

- The absolute value of each net commitment after the netting or hedging arrangements as

described above; and

- The sum of the absolute values of the commitment linked to EPM techniques.

The calculation of gross and net commitment will be based on an exact conversion of the financial derivative

position into the market value of an equivalent position in the underlying asset of that derivative. The

commitment calculation of each financial derivative position will be concerted to the base currency of the

Target Fund using the spot rate.

Calculation of leverage

The leverage of the Target Fund will be calculated as its global exposure as a percentage of the net asset value

of the Target Fund.

Issuer Concentration Limits/Position exposure

In calculating position exposure, short FDI positions held as hedges may first be netted against long positions in

related securities, and long and short FDI positions may also be netted in accordance with the netting

requirements set out in Appendix 2.

The net exposure due to each type of derivative which may be used by the Target Fund will then be calculated

using the commitment approach as set out in Appendix 3.

Individual position exposures will be subject to the limits on issuer concentration as described under “Combined

FDI and cash instruments exposures” in Appendix 2.

The total individual position exposures will also be added to derive the global exposure as stated above.

66

The Target Fund’s investment in a combination of two or more of the following issued by, or made or

undertaken with, the same body may not exceed 20% of the net asset value of the Target Fund: (a) investments

in transferable securities or money market instrument; (b) deposits; (c) exposures arising from OTC derivatives

transactions; and/or (d) position exposure to the underlying assets of FDI. The Investment Adviser will calculate

issuer concentration limits as referred to above on the basis of the underlying exposures created through the use

of FDIs by the Target Fund pursuant to the commitment approach.

The calculation of exposure arising from OTC derivative transactions for the purposes of calculating the issuer

concentration limits will include any exposure to OTC derivative counterparty risk.

The Investment Adviser will calculate any exposure arising from initial margin posted to and variation margin

receivable from a broker relating to exchange-traded or OTC derivatives, which is not protected by client money

rules or other similar arrangements to protect the Company against the insolvency of the broker, within the OTC

counterparty limit as referred to in Appendix 2. Any net exposure to a counterparty generated through a stock

lending or repurchase agreement will also be taken into account.

The Investment Adviser will determine when calculating exposures for the purposes outlined above whether the

exposure is to an OTC counterparty, broker or a clearing house.

Position exposure to the underlying assets of FDI, including embedded FDI (if applicable) in transferable

securities, money market instruments and collective investment undertakings, when combine where relevant

with positions resulting from direct investments, may not exceed the UCITS investment limits as set out in the

Prospectus of the Company.

When calculating issuer concentration risk, the Investment Adviser will look through the FDI (including

embedded FDI) to determine the resultant position exposure. This position exposure will be taken into account

in the issuer concentration calculations. It will be calculated using the commitment approach when appropriate

or the maximum potential loss as a result of default by the issuer if more conservative.

Underlying exposures created through the use of FDI transactions including the 20% aggregate limit mentioned

above will be monitored at each valuation point by the Investment Adviser.

Examples

Examples of the calculation of individual position exposures/global exposure and leverage are set out in

Appendix 4.

Control and monitoring of calculations of global exposure and leverage.

The Investment Adviser is primarily responsible for ensuring that any derivatives transaction undertaken for the

Target Fund together with any open positions, remain within the limits set out in Appendix 2. The Target

Fund’s portfolio will be reviewed on a daily basis by the Investment Adviser’s risk management team who will

independently calculate the levels of global exposure and leverage in the Target Fund. The Investment Adviser

will provide the Target Fund Manager with a monthly confirmation that risks levels remain within permitted

limits as part of its monthly risk review report which is provided to the Target Fund Manager in accordance with

the reporting procedures described in the Target Fund Manager’s business plan.

Should the levels of risk in the Target Fund exceed the permitted limits at the time a transaction in FDI is

undertaken, the investment team of the Target Fund Manager will be requested to take action by closing out

sufficient positions so as to bring the risk levels within the Target Fund back into compliance as quickly as

possible, and details of the breach will be notified to the Target Fund Manager and the Custodian.

If a limit is exceeded through subsequent price changes or redemptions in the Target Fund, the investment team

of the Target Fund Manager will reduce or adjust the Target Fund’s positions to bring risk levels back within the

limit as quickly as possible, while taking into account the interests of the investors in the Target Fund. The

Target Fund Manager and the Custodian will be advised that the limit has been exceeded, and will be kept

informed while the position is corrected.

Management controls and systems used in managing position risk

67

Monitoring of compliance and quantitative limits

Quantitative limits applying to the use of FDI are set in the attached Appendix 2.

Monitoring of compliance is described under “Entities responsible” and “Information technology systems”

above.

Prevention of limit breaches

Pre-trade checks are intended to prevent limit breaches occurring due to new transactions being undertaken. The

Investment Adviser is also responsible for monitoring the effect of changes in the market values of assets in the

Target Fund’s portfolio and reducing exposure in good time where exposure limits are close to being exceeded.

When reviewing the Target Fund’s portfolio against investment and risk limits, the Investment Advisers will

highlight any positions which are close to the maximum permitted and keep them under review until the position

is reduced, or other changes in the Target Fund’s portfolio bring the position down to a lower relative size.

Trade monitoring

This is described above under “Entities responsible” and “Information technology systems” above and in

Appendix 1, as appropriate.

3. Counterparty exposure

Policy on counterparty approval

In the case of FDI which are not traded on an exchange listed under Recognised Markets, the Investment

Adviser will only enter into contracts on behalf of the Target Fund with approved counterparties, which fall

within the categories set out in Appendix 2.

An approved counterparty which is not a credit institution is required to have a minimum short term credit rating

of not less than A2/P2 or an equivalent rating from another internationally recognised rating agency.

Counterparties rated by more than one agency will be regarded as having the lower of the two ratings. Published

credit ratings will also be used to determine the counterparty’s eligibility as a counterparty for the Target Fund

in respect of the quantitative limits set out in Appendix 2.

Policy on unrated counterparties and implied ratings

Unrated counterparties will be regarded as having the rating of their parent company or another company in the

same group, provided the liabilities of the unrated counterparty to the Target Fund are unconditionally

guaranteed by the rated entity.

Policy on use of collateral

The calculated counterparty credit exposure will be reduced by the full amount of any collateral pledged by the

counterparty to the Custodian for the account of the Target Fund. The value of the collateral must exceed the

value of the amount exposed to risk at any time.

Where exposure to counterparties to OTC derivatives transactions is reduced through the use of collateral, it will

primarily be using the ISDA credit support annex structure. By using this established framework, the Target

Fund will have security over the collateral which is held at the credit risk of the counterparty. In accordance

with the Central Bank’s requirement, the collateral will only be accepted if it falls within the categories of

permitted collateral outlined in Appendix 2. Any cash collateral reinvested will also only be invested according

to the Central Bank’s requirements outlined in Appendix 2.

Where relevant, collateral provided by a counterparty will be held by the Custodian where the Target Fund will

have access to it in the event of a counterparty default. The value of such collateral will be marked-to-market

and reviewed as to its adequacy by the Investment Adviser on a daily basis, who will request additional

collateral if required.

68

Policy on netting

OTC derivative positions with the same counterparty may be netted, provided that the Company is able to

legally enforce netting arrangement with the counterparty. Netting is only permissible with respect to OTC

derivative instruments with the same counterparty and not in relation to any other exposures the Company may

have with the same counterparty.

Calculation of counterparty risk exposure

Counterparty risk is quantified by the Investment Adviser as part of the investment process in relation to all

derivatives contracts other than:

(a) contracts traded on Recognised Markets;

(b) embedded derivatives where the embedded derivative is not separately transferable from the security in

which the derivative is embedded.

The Investment Adviser uses a marked-to-market approach to quantify, monitor and manage the Target Fund’s

credit risk exposure to counterparties to OTC derivatives. By attaching current market values to contracts

(marked-to-market) the current replacement cost of all contracts with positive values is obtained. The exposure

from a contract with a negative marked-to-market value from the Target Fund’s point of view will be zero.

OTC derivative positions may be netted in the manner set out above in the paragraph headed “Policy on

Netting”.

An example of the calculation of counterparty risk is included in Appendix 4.

Management controls and systems used in managing counterparty risk

Monitoring of compliance and quantitative limits

Quantitative limits applying to positions with counterparties are set out in the attached Appendix 2.

Prevention of limit breaches

Similar controls apply as in the case of position risk outlined above.

4. Reporting Requirements

Annual report

Following the end of each financial year of the Company, the Target Fund Manager will provide the Company

with a draft annual FDI report for approval by the directors for the purposes of enabling the Company to comply

with the Central Bank’s reporting requirements, in sufficient time for the report to be approved and filed with

the Central Bank with the Company’s annual financial statements.

The report will include the following:

Summary review of the use of FDI by the Company during the year with reference to:

Permitted types of FDI, including embedded derivatives in transferable securities and money market

instruments;

Details of the underlying risks;

Relevant quantitative limits and how these are monitored and enforced; and

Methods for estimating risk.

Where relevant, a summary of non-material updates to the Statement of Risk Management Process with a

revised Statement of Risk Management Process document to be submitted including all changes. This will

include, inter alia;

Changes to personnel, systems, procedures and instruments used;

69

Instances of any breaches of global exposure during the year, with an

explanation of remedial action and duration of breach;

Instances of any breaches of counterparty risk exposure during the year, with an

explanation of remedial action and duration of breach;

The Company’s annual FDI report must be submitted for accounting periods commencing 31 December 2012.

Other periodic reporting

Howard Berkenfeld, the director designated by the Board of Directors in the Target Fund Manager’s business

plan to take responsibility for risk management and compliance respectively, will receive a monthly

confirmation of compliance with the risk limits set out in this statement from the Investment Adviser, with a

copy of the Investment Adviser’s monthly risk review report which is provided to the Target Fund Manager in

accordance with the reporting procedures described in the Target Fund Manager’s business plan.

If any material breaches of any risk limits occur, the Investment Adviser will provide the Designated Person

with details of the breach and of the steps being taken to resolve it immediately after its occurrence. The

Designated Person will monitor the breach on behalf of the Target Fund Manager and will keep the other

directors appraised in accordance with the procedures set out in the Target Fund Manager’s business plan.

Breaches will also be reported to the Custodian and the Central Bank where appropriate.

The Designated Person will also report on the investment of the Target Fund at each board meeting of the Target

Fund Manager, held quarterly as set out in the Target Fund Manager’s business plan, at which any issues

relating to the use of FDI may be discussed by the Board of Directors.

________________________

Director

UOB Global Capital (Dublin) Limited

70

Appendix 1

Investment Adviser

UOB Asset Management Ltd

UOB Asset Management Ltd (“UOBAM”) has been appointed to act as investment adviser to the Target Fund.

The Target Fund may engage in FDI transactions, for efficient portfolio management purposes and to

protect/hedge against foreign exchange rate risk. The Target Fund is also permitted to engage in FDI

transactions for investment purposes.

UOBAM is a wholly owned subsidiary of UOB Group. It is an affiliate of UOB Global Capital (Dublin)

Limited. Established in 1986 and is regulated by the Monetary Authority of Singapore, UOBAM has been

managing collective investment schemes and discretionary funds in Singapore for 26 years. As at 30 June 2013,

UOBAM manages about S$37.8 billion in clients' assets and UOBAM and its subsidiaries in the region have a

staff strength of over 337 including about 56 investment professionals in Singapore.

Expertise in Place

As an example of the expertise in place by UOB Asset Management Ltd, please note as follows:

UOBAM offers global investment management expertise to institutions, corporations and individuals, through

customized portfolio management services and unit trusts. As at 30 June 2013, UOBAM manages 58 unit trusts

in Singapore, with total assets of about S$4.6 billion under management

Mr.Thio Boon Kiat, is the CEO of UOBAM. Boon Kiat has over 18 years of investment management

experience. He joined UOBAM in 1994 from the Government of Singapore Investment Corporation (GIC), as a

portfolio manager managing Singapore, and subsequently Asia Pacific and Global equity portfolios. Over the

years, he also headed the International equities and Global Technology teams. In 2004, Mr.Thio was appointed

as Chief Investment Officer (CIO) of UOBAM, a position he held till 2011 when he was promoted to his current

appointment of Chief Executive Officer (CEO). As CEO, Boon Kiat is responsible for growing UOBAM into a

leading regional player in the asset management industry, with the aim of providing client’s excellence in

investment performance and service.

Beyond his investment management responsibilities, Boon Kiat has been instrumental in developing and

designing UOBAM’s product strategies for the retail and institutional markets, as well as spearheading

UOBAM’s expansion into the regional markets in Asia. He currently sits on the boards of several UOB

subsidiaries and affiliates, including UOB Asset Management (Singapore),UOB Asset Management

(Thailand),UOB-OSK Asset Management Sdn Bhd, OSK-UOB Investment Management Berhad, OSK-UOB

Islamic Fund Management Berhad and Ping An UOB Fund Management Company Limited. Boon Kiat has also

been a member of the Executive Committee of the Investment Management Association of Singapore (IMAS)

since 2006.Boon Kiat graduated with a Bachelor of Business Administration (First Class Honours) degree from

the National University of Singapore and is a C.F.A. charter holder. In 2004, he attended the Investment

Management Program at Harvard Business School. In 2006, he attended the Mastering Alternative Investments

programme by Insead University.

Mr.John J.Doyle III, Executive Director and Chief Investment Officer, Equities & Multi Assets/Head of Asia ex

Japan Equities joined UOBAM in 2001 as a portfolio manager covering Global Financial Institutions. In

January 2005, he was appointed to Head of International Equities team and assumed responsibility for the

investment team managing the firm’s global equity portfolios. He concurrently continues to serve as Head of

Financial Institutions Research on the team. Today, the International Team has primary coverage responsibilities

for all markets outside of Asia including US, Europe, Japan, Australia and Canada as well as developing

markets in Latin America and EMEA. The team works closely with the dedicated research teams covering Asia

to manage global equity mandates on behalf of clients. In September 2005, John was promoted to Deputy Chief

Investment Officer. In 2008, he was promoted to Executive Director. John has over 22 years of investment

experience. Prior to joining UOBAM, John was an Associate Director with Salomon Smith Barney in

Singapore, where he was a member of the Asian Financial Institutions equity research team. Prior to that, he

worked for UBS Securities (Singapore) and MeesPierson Securities (Hong Kong) where he had similar

71

responsibilities. He graduated with a Bachelor of Arts (Economics) degree from the University of Vermont in

1988.

Mr Mark Tan Keng Yew, Senior Director, graduated with Bachelor of Arts (2nd

Upper Honours) from

Cambridge University, followed by a Master of Science from the London School of Economics. He is also an

ACCA and CFA charter holder. He joined UOBAM in 1999 as an Investment Analyst and has been an Integral

member of the Asia team. In 2011 he was seconded to China to Head Investments at the Ping An-UOB fund

management company. Mark is currently Head of the Greater China equities team. He has over 12 years of

investment experience.

Mr. Chia Tse Chern, Director, Portfolio Manager; Co-head of Asia Fixed Income. Tse Chern joined UOBAM in

2008. He graduated with a Bachelor of Business (Financial Analysis, honours) from Nanyang Technological

University in 1998 and holds a Masters of Applied Economics (Distinction) from Australian National

University. He covers Asia Macro, local rates and sovereign credits. Prior to joining UOBAM, Tse Chern was

an Economist with Credit Suisse in 1998-2006, covering Southeast Asia and India where he was voted 2nd

best

economist covering Malaysia in 2003 by Asiamoney. He has over 12 years of industry experience.

Information Technology Systems in Place

UOBAM maintains its portfolios, including the Target Fund’s portfolio, on the Asset and Investment Manager

(“AIM”) system. AIM is a portfolio management system which provides position management and portfolio

analysis. It enables portfolio managers to measure a portfolio versus a benchmark; monitor multiple portfolios

simultaneously in a flexible user-defined workspace and view the portfolios by asset classification, duration, etc.

It also allows traders to route orders electronically to the brokers via various trading platform such as the equity

execution management system (“EMSX”) and fixed income staging blotter(‘TSOX’).

Risk control is built into the Target Fund’s portfolio such that the total exposure to FDI is to be used only for

efficient portfolio management, hedging, and for investment purposes, as may be permitted in the Target Fund

and as outlined in the Supplement relating to the Target Fund. UOBAM maintains internal reports that are

reviewed by senior portfolio staff and that also monitors and document the notional value of outstanding FDI.

UOBAM also relies on data provided by its third-party vendors, such as the Company’s Custodian and

Administrator, to monitor and assess FDI risk.

For monitoring and compliance of UOBAM’S portfolios, including the Target Fund’s portfolios, all trades are

keyed into AIM. AIM has pre-trade, post trade and end-of-day monitoring for client, firm, and regulatory

requirements. Middle Office (“MO”) will review the investment guidelines and establish the monitoring mode

(i.e. pre-trade or post-trade) and levels (i.e. rule type and permissions) for each restriction. The restrictions are

set and applied to the relevant portfolio in accordance to the investment guidelines. Upon submission of an

order, the order will be automatically screened through the AIM compliance module before being routed to

UOBAM’s execution team (Central Dealing-“CD”) desk. However, when an order hits a restriction, the order

will be routed to MO for review and clearance first before it reaches the CD desk. The portfolios are also

reviewed at post-trade on a monthly basis. MO will conduct reviews on the restrictions and provide feedback to

the vendor to improve the AIM compliance module. The AIM compliance module is monitored by MO daily

and actively throughout the business day.

72

Appendix 2

Limits on the use of FDI

Permitted FDI:

(i) FDI, the underlying assets or indices of which consist of one or more of the following: transferable

securities, money market instruments, other collective investment schemes which are prohibited from

investing more than 10% of net assets in other similar schemes, deposits, financial indices, interest rates,

foreign exchange rates or currencies;

(ii) FDI which do not expose the Target Fund to risks which it could not otherwise assume, for example by

gaining exposure to an instrument, issuer or currency to which the Target Fund cannot have a direct

exposure;

(iii) FDI which do not cause the Target Fund to diverge from its investment objectives;

(iv) FDI dealt in on a market listed in the Prospectus;

(v) FDI dealt in over-the-counter (“OTC”), provided that the counterparty is

(a) a credit institution authorised in the European Union, Norway, Iceland, Liechtenstein, Switzerland,

Canada, Japan, United States, Jersey, Guernsey, the Isle of Man, Australia or New Zealand

(collectively, an “Approved Credit Institution”); or

(b) an investment firm, authorised in accordance with the Markets in Financial Instruments Directive

in an European Economic Area (“EEA”) Member State or is an entity subject to regulation as a

Consolidated Supervised Entity by the US Securities and Exchange Commission;

In the case of a counterparty which is not an Approved Credit Institution, the counterparty must have a

minimum credit rating of A2 or equivalent, or be deemed by the Target Fund to have an implied rating of

A2 or equivalent. Alternatively, an unrated counterparty will be acceptable where the Target Fund is

indemnified or guaranteed against losses suffered as a result of a failure by the counterparty, by an entity

which has and maintains a rating of A2 or equivalent.

In addition, before entering into an OTC FDI, the Investment Adviser must be satisfied that:

(j) the counterparty will provide daily valuations of the transaction and will close out the transaction

at any time on request at fair value; and

(ii) the Investment Adviser has systems to ensure that any valuations of OTC derivatives used in

calculating the net asset value of the Target Fund is reliable and that if counterparty valuations are

used, that they will be verified by the Investment Adviser or someone else independent of the

counterparty on a weekly basis.

Combined FDI and cash instrument exposures

Position exposure to the asset underlying FDI, including the asset underlying FDI embedded in transferable

securities of money market instruments (e.g., convertible bonds) or collective investment schemes, when added

to the Target Fund’s direct investment in the asset, will not exceed the Target Fund’s limits on investment in the

relevant asset. However, position exposure as a result of index based FDIs will not be aggregated with exposure

from direct holdings where the index involved is a diversified, publicly quoted index which is representative of

the relevant market.

When calculating issuer concentration risk, the Investment Adviser will look through the FDI (including

embedded FDI) to determine the resultant position exposure. This position exposure will be taken into account

in the issuer concentration calculations. It will be calculated using the commitment approach when appropriate

or the maximum potential loss as a result of default by the issuer if more conservative.

Netting and Hedging

73

The Company may take account of netting and hedging arrangements when calculating leverage, and position

exposure, where these arrangements do not disregard obvious and material risks and result in a clear reduction

in risk exposure.

Netting

Netting arrangements are defined in UCITS Notice 10.6 as combinations of trades on financial derivative

instruments and/or security positions which refer to the same underlying asset, irrespective – in the case of

financial derivative instruments – of the contracts’ due date; and where the trades on financial derivative

instruments and/or security positions are concluded with the sole aim of eliminating risks linked to positions

taken through the other financial derivative instruments and/or security positions:

Purchased and sold FDI positions may be netted in the following situations:

between financial derivative instruments, provided they refer to the same underlying asset, even if the

maturity date of the financial derivative instruments is different;

between a financial derivative instrument (whose underlying asset is a transferable security, money

market instrument or a collective investment undertaking) and that same corresponding underlying asset;

if the Target Fund invests in interest rate derivatives, it may make use of specific duration-netting rules

in order to take into account the correlation between the maturity segments of the interest rate curve.

Hedging

Hedging arrangements are defined in UCITS Notice 10.6 as combinations of trades on financial derivative

instruments and/or security positions which do not necessarily refer to the same underlying asset and where the

trades on financial derivative instruments and/or security positions are concluded with the sole aim of offsetting

risks linked to positions taken through the other financial derivative instruments and/or security positions.

Hedging arrangements may be taken into account when calculating global exposure if they offset the risks

linked to some assets and, in particular, if they comply with all the following criteria:

(i) investment strategies that aim to generate a return should not be considered as hedging arrangements;

(ii) there should be a verifiable reduction of risk at the level of the Target Fund.

(iii) the risks linked to financial derivative instruments, i.e., general and specific if any, should be offset;

(iv ) they should relate to the same asset class; and

(v) they should be efficient in stressed market conditions.

Notwithstanding the above criteria, financial derivative instruments used for currency hedging purposes (i.e. that

do not add any incremental exposure, leverage and/or other market risks) may be netted when calculating the

Target Fund’s global exposure. Market neutral or long/short investment strategies will not comply with all the

criteria laid down above.

Cover

A transaction in FDI which gives rise, or may give rise, to a future commitment on behalf of the Target Fund

must be covered as follows:

in the case of FDI which automatically, or at the discretion of the Target Fund, are cash settled, the Target

Fund must hold, at all times, liquid assets which are sufficient to cover the exposure (exposure valued on

marked-to-market basis and defined as the net liability to the counterparty).

in the case of FDI which require physical delivery of the underlying asset, the asset must be held at all

times by the Target Fund. However, the Target Fund may alternatively cover the exposure with sufficient

liquid assets where: (i) the underlying asset consists of highly liquid fixed income securities; and/or (ii)

the Investment Adviser considers that the exposure can be adequately covered without the need to hold

the underlying assets where the specific FDI are addressed in the risk management statement and details

are provided in the Prospectus.

74

The Investment Adviser will carry out a regular check on the cover available to the Target Fund, either in the

form of the underlying financial instruments or in the form of liquid assets as described above, in order to ensure

that such cover exists in sufficient quantity to meet the Target Fund’s future obligations.

Position/exposure limits for OTC FDI:

net aggregate exposure to any one counterparty may not exceed 5% of net asset value of the Target Fund,

or 10% in the case of an Approved Credit Institution.

net aggregate exposure to any one counterparty combined with direct investments in transferable

securities, money market instruments and deposits issued by or held with the counterparty may not

exceed 20% of the net asset value of the Target Fund.

exposure to the counterparty will be reduced by the provision to the Target Fund of collateral, provided

that:

Collateral received must be sufficiently liquid so that it can be sold quickly at a price that is close to its pre-sale

valuation and will at all times meet with the following criteria:

(i) Liquidity: Collateral will be sufficiently liquid in order that it can be sold quickly at a robust price that is

close to its pre-sale valuation.

(ii) Valuation: Collateral will be capable of being valued on at least a daily basis and must be marked-to-

market daily;

(iii) Issuer credit quality: Where the collateral issuer is not rated A1 or equivalent, conservative haircuts will

be applied:

(iv) Safe–keeping: Collateral will be transferred to the trustee, of its agent;

(v) Enforceable: Collateral will be immediately available to the Target Fund without recourse to the

counterparty, in the event of a default by the counterparty.

(vi) In the case of non-cash collateral:

(a) cannot be sold, pledged or re-invested;

(b) will be held at the risk of the counterparty;

(c) will be issued by an entity independent of the counterparty; and

(d) will be diversified to avoid concentration risk in one issue, sector or country.

(vii) Cash collateral will only be invested in risk-free assets.

Collateral passed to an OTC counterparty by or on behalf of the Target Fund must be taken into account in

calculating exposure of the Target Fund to a counterparty risk. Collateral passed may be taken into account on a

net basis only if the Company is able to legally enforce netting arrangements with the counterparty.

The Investment Adviser will not invest cash collateral received in relation to OTC derivative transactions in

financial instruments providing a yield greater than the generally accepted risk-free return. i.e. the return of

short-dated (generally 3 month) highest quality government bonds, for example 3 month US T-bills.

It should be noted that collateral in the form of cash deposits in a currency other than the currency of exposure

will be the subject to an adjustment for currency mismatch.

For collateral presenting a risk of value fluctuation, prudent discount rates will be determined by simulating the

valuations of both securities and collateral over multiple holding periods.

- The calculation of exposure arising from OTC derivative transactions for the purposes of calculating the

issuer concentration limits will include any exposure to OTC derivative counterparty risk.

- The Investment Adviser will calculate any exposure arising from initial margin posted to and variation

margin receivable from a broker relating to exchange-traded or OTC derivatives, which is not protected

by client money rules or other similar arrangements to protect the Company against the insolvency of the

broker, within the OTC counterparty limit as referred to above.

- The Investment Adviser will determine when calculating exposures for the purposes outlined above

whether the exposure is to an OTC counterparty, broker or a clearing house.

75

Appendix 3

Calculation of position exposure using the commitment approach

Instrument Calculation methodology

Index futures Number of contract*notional contract size*index level

Currency forwards Notional value of currency leg(s)

Forward rate

agreements Notional value

Convertible Bonds Number of referenced shares* market value of

underlying reference shares* delta

FX Futures Number of contracts* notional contract size

Options - Plain Vanilla Bond Option:

Notional contract value * market value of underlying

bond* delta

- Plain Vanilla Equity Option:

Number of contracts * notional size of contract* market

value of underlying equity share * delta

- Plain Vanilla Interest Rate Option:

Notional contract value * delta

- Plain Vanilla Currency Option:

Notional contract value of currency leg(s) * delta

- Plain Vanilla Index Option:

Number of contracts * notional contract size * index level *

delta

- Plain Vanilla Option on Futures:

Number of contracts * notional contract size * market value of

underlying asset * delta

Note: Exposure due to FDI held as hedges is measured as nil

76

Appendix 4

Worked examples of the calculation of individual position exposures, global exposure and leverage.

Worked examples of Commitment Approach, Global Exposure and Overall Leverage

Documents

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