Schroder Golden Blossom Fund Prospectus. Dated: 29 March 2007 Valid till: 28 March 2008

Transcription

1 Schroder Golden Blossom Fund Prospectus Dated: 29 March 2007 Valid till: 28 March 2008

2 1 SCHRODER STRATEGIC SOLUTIONS SERIES - SCHRODER GOLDEN BLOSSOM FUND Directory Managers Schroder Investment Management (Singapore) Ltd 65, Chulia Street, #46-00, OCBC Centre, Singapore (Company Registration No H) Directors of the Managers Susan Soh Shin Yann Tham Ee Mern Lilian Tan Jui Tong Ng Cho Huat Gwee Siew Ping Trustee HSBC Institutional Trust Services (Singapore) Limited 21 Collyer Quay #14-01, HSBC Building, Singapore (Company Registration No R) Auditors PricewaterhouseCoopers 8 Cross Street, #17-00, PWC Building, Singapore Solicitors to the Managers Allen & Gledhill One Marina Boulevard, #28-00, Singapore Solicitors to the Trustee Shook Lin & Bok 1 Robinson Road, #18-00, AIA Tower, Singapore

3 2 SCHRODER STRATEGIC SOLUTIONS SERIES - SCHRODER GOLDEN BLOSSOM FUND Important Information The managers of Schroder Strategic Solutions Series (the Fund ), Schroder Investment Management (Singapore) Ltd (the Managers ), accept full responsibility for the accuracy of information contained in and belief, this Prospectus contains all information with respect to Schroder Golden Blossom Fund (the Sub-Fund ) which is material in the context of the offer of units in the Sub-Fund ( Units ) in this Prospectus and the statements contained in this Prospectus are in every material respect true and accurate and not misleading and there are no other facts the omission of which would make Prospectus have the same meanings as used in the trust deed (as amended and restated) relating to the Fund (the Deed ). Some of the information contained in this Prospectus is a summary of corresponding provisions in the Deed. Investors should refer to the Deed for further details and obtain independent professional advice in any event of any doubt or ambiguity relating thereto. No application has been made for the Units in the Sub-Fund to be listed on any stock exchange. Any holder of Units may request the Managers to realise all or part of his holding of Units in accordance with and subject to the provisions of the Deed. Investors should seek independent professional advice to ascertain (a) the possible tax consequences or (b) the legal requirements, which may be relevant to the subscription, holding or disposal of Units in the Sub-Fund. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not Investors should also consider the risks of investing in the Sub-Fund which are summarised in paragraph 10 of this Prospectus. All enquiries in relation to the Sub-Fund or the Fund should be directed to the Managers or any agent or distributor appointed by the Managers.

4 3 SCHRODER STRATEGIC SOLUTIONS SERIES - SCHRODER GOLDEN BLOSSOM FUND TABLE OF CONTENTS CONTENTS PAGE DIRECTORY 1 IMPORTANT INFORMATION 2 1. BASIC INFORMATION 4 2. THE MANAGERS AND SUB-MANAGERS 5 3. THE TRUSTEE 6 4. REGISTER OF HOLDERS 6 5. THE AUDITORS 6 6. SUB-FUND STRUCTURE 6 7. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 6 8. FEES AND CHARGES SUITABILITY RISKS SUBSCRIPTION OF UNITS REALISATION OF UNITS PRICES OF UNITS SUSPENSION OF UNITS PERFORMANCE OF THE SUB-FUND SOFT DOLLAR COMMISSIONS/ARRANGEMENTS CONFLICTS OF INTEREST FINANCIAL YEAR-END AND DISTRIBUTION OF REPORTS AND ACCOUNTS QUERIES AND COMPLAINTS OTHER MATERIAL INFORMATION 24 APPENDIX - NON-SPECIALISED FUNDS INVESTMENT GUIDELINES 33

5 4 SCHRODER STRATEGIC SOLUTIONS SERIES - SCHRODER GOLDEN BLOSSOM FUND The collective investment scheme offered in this Prospectus, Schroder Golden Blossom Fund, a subfund of the Schroder Strategic Solutions Series, is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the SFA ). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority ). The Authority assumes no responsibility for the contents of this Prospectus. The registration of this Prospectus by the Authority does not imply that the SFA or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the sub-fund. The meaning Strategic Solutions Series (the Fund ). 1. BASIC INFORMATION 1.1 The Fund The Fund is a Singapore-registered open-ended umbrella unit trust currently offering the Sub- represent a separate portfolio of securities or obligations. 1.2 The Sub-Fund The Managers are currently offering units in one sub-fund (each a Unit and collectively the Units ) of the Fund, namely the Schroder Golden Blossom Fund (the Sub-Fund ), during the initial offer period as set out in paragraph 11.4 of this Prospectus (the Initial Offer Period ). 1.3 Date of Registration and Expiry Date of Prospectus The date of registration of this Prospectus is 29 March This Prospectus shall be valid for 12 months after the date of registration (i.e., up to and including 28 March 2008) and shall expire on 29 March Trust Deed The deed of trust relating to the interests being offered for subscription or purchase (the Principal Deed ) is dated 31 December 2003 and the parties are Schroder Investment Management (Singapore) Ltd, as the managers (the Managers ), and HSBC Institutional Trust Services (Singapore) Limited, as the trustee (the Trustee ). The Principal Deed was amended and restated by way of a First Amending and Restating Deed dated 11 August 2004 entered into between the Managers and the Trustee (the First Amending & Restating Deed ), a Second Amending and Restating Deed dated 29 October 2004 entered into between the Managers and the Trustee (the Second Amending & Restating Deed ), a Third Amending and Restating Deed dated 2 November 2005 entered into between the Managers and the Trustee (the Third Amending & Restating Deed ), a Fourth Amending and Restating Deed dated 9 January 2006 entered into between the Managers and the Trustee (the Fourth Amending & Restating Deed ) and a Fifth Amending and Restating Deed

6 5 dated 29 March 2007 entered into between the Managers and the Trustee (the Fifth Amending & Restating Deed ). The Principal Deed as amended and restated by the First Amending & Restating Deed, the Second Amending & Restating Deed, the Third Amending & Restating Deed, the Fourth Amending & Restating Deed and the Fifth Amending & Restating Deed shall hereinafter be referred to as the Deed The terms and conditions of the Deed shall be binding on each unitholder (each a Holder and collectively the Holders ) and persons claiming through such Holder as if such Holder had been a party to the Deed and as if the Deed contained covenants on such Holder to observe and be bound by the provisions of the Deed and an authorisation by each Holder to do all such acts and things as the Deed may require the Managers and/or the Trustee to do Street, #46-00, OCBC Centre, Singapore at all times during usual business hours (subject to such reasonable restrictions as the Managers may impose) and shall be supplied by the Managers to any person on application at a charge of S$50 per copy of the document (or such other amount as the Trustee and the Managers may from time to time agree in writing), such charge being payable to the Managers. 1.5 Accounts and reports As the Sub-Fund is a newly established fund, the annual and semi-annual accounts and reports and the auditors report on the annual accounts of the Sub-Fund are not available as at the date of registration of this Prospectus. 2. THE MANAGERS AND SUB-MANAGERS The Managers of the Fund are Schroder Investment Management (Singapore) Ltd whose were incorporated in Singapore in 1992 and have been managing collective investment schemes and discretionary funds in Singapore since The Managers have appointed Schroder Investment Management Limited ( SIML ) as the submanagers to fully manage all of the investments of the Sub-Fund. SIML is domiciled in the United Kingdom and has been managing collective investment schemes and discretionary funds in the United Kingdom for more than 80 years. Both the Managers and SIML are members of the Schroders group ( Schroders ). Schroders has been managing collective investment schemes and discretionary funds in Singapore since the 1970s. Schroders is a leading global asset management company, whose history dates back 200 years. The group s holding company, Schroders Plc is and has been listed on the London Stock Exchange since Schroders aims to apply its specialist asset management skills in serving the needs of its as at 31 December 2006 covering the world s investment markets. Its investment capabilities

7 6 have been recognised by experts across the world and its range of funds has won over 100 awards worldwide over the past 5 years. Investors should note that past performance of the Managers or SIML are not necessarily indicative of their future performance. 3. THE TRUSTEE The Trustee of the Fund is HSBC Institutional Trust Services (Singapore) Limited whose registered 4. REGISTER OF HOLDERS 4.1 The registrar of the Fund is the Trustee. The Trustee has appointed the Managers, as the Trustee s agent, to carry out and administer the Trustee s duties in relation to the register of Holders of the Sub-Fund (the Register ). The Managers have appointed RBC Dexia Investor Services Singapore Pte Limited (previously known as Dexia Fund Services Singapore Pte Limited ) as their sub-registrar to maintain the Register. The Register is kept at 65 Chulia Street #46-00 OCBC Centre, Singapore and is open for inspection by any Holder during business hours. Alternatively, the Register may be inspected during normal business hours at Singapore The Register is conclusive evidence of the number of Units held by each Holder and the details in the Register shall prevail in the event of any discrepancy between the entries in the Register and the details appearing on any statement of holding, unless the Holder proves to the satisfaction of the Managers and the Trustee that the Register is incorrect. 5. THE AUDITORS Street, #17-00, PWC Building, Singapore SUB-FUND STRUCTURE The Sub-Fund is organised as a sub-fund of the Fund. It is a Singapore authorised nonspecialised unit trust and is denominated in Singapore dollars. 7. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 7.1 Investment Objective The investment objective of the Sub-Fund is to provide investors during the Sub-Fund s 3-year (i) early termination with return of initial capital invested prior to the end of the Sub-Fund s Observation Date, the closing level of Index 1 (the Index 1 Level ) is greater than or equal to 98% of Index 1 Strike Level and the closing level of Index 2 (the Index

8 7 2 Level ) is greater than or equal to 98% of Index 2 Strike Level (please refer to paragraph 7.4 below for more details); or if not, (ii) (iii) a return of initial capital invested at the end of the Sub-Fund s 3-year investment term (the Maturity Date ) if both Index 1 Level and Index 2 Level do not fall below their respective Barriers on any Annual Observation Date (or such other time as the Managers and the Trustee may agree) during the 3-year investment term of the Sub- Fund; or if not, if either or both of Index 1 Level and Index 2 Level have fallen below their respective Barriers on any Annual Observation Date during the 3-year investment term of the Sub-Fund, one for one participation in the performance of the worse performing of Index 1 and Index 2 (each in local currency terms) over the 3-year investment term of the Sub-Fund where Holders can expect to receive on the Maturity Date for each Unit held an amount in SGD representing the initial capital invested multiplied by the the Maturity Date divided by Index 1 Strike Level and (b) the closing level of Index Strike Level (please refer to paragraph 7.5 below for calculation examples). Annual Observation Date the Exchange Trading Day falling approximately 1 year after the Strike Date, the second Annual Observation Date shall be the Exchange Trading Day falling approximately 2 years after the falling approximately 3 years after the Strike Date. If the designated date is not an Exchange Trading Day, the following Exchange Trading Day shall be the relevant Annual Observation Date. Barrier, in relation to Index 1 or Index 1 Level, means 75% of Index 1 Strike Level, and in relation to Index 2 or Index 2 Level, means 75% of Index 2 Strike Level. Business Day means any day (other than a Saturday or Sunday or a public holiday) on which banks in Singapore, Tokyo, Chicago and London are open for business or any other day as the Managers and the Trustee may agree in writing. Exchange Trading Day means any day on which both the Tokyo Stock Exchange and the Chicago Board of Trade are open for business with normal trading hours (other than a Saturday or Sunday). Index 1 means the Nikkei 225 Index. Index 2 means the Goldman Sachs US Agriculture Excess Return Index.

9 8 Index 1 Strike Level means the initial level of Index 1 determined on the Strike Date. Index 2 Strike Level means the initial level of Index 2 determined on the Strike Date. SGD means Singapore dollar. Strike Date is a date determined by the Managers, expected to be within 15 Business Days from inception of the Sub-Fund. 7.2 Investment Focus and Approach To achieve the investment objective, the Sub-Fund will invest in debt instruments issued by corporations, governments, government agencies or supranationals, which may include equitylinked bonds, with at least AA rating by Standard & Poor s or equivalent (including such sub-categories or gradations therein) provided that not more than one-third of the deposited property of the Sub-Fund will be invested with the same issuer or group. The Sub-Fund may invest above one-third and up to 100% of its deposited property in debt instruments including equity-linked bonds and bonds issued or guaranteed by a government, government agency, or supranational with at least AA rating by Standard & Poor s or equivalent (including such sub-categories or gradations therein). In addition, the Sub-Fund may enter into repurchase agreements and equity swap agreements (or combinations of repurchase agreements and equity swap agreements) with counterparties rated at least A by Standard & Poor s or equivalent (including such sub-categories or gradations therein). The periodic cash payments received from the debt instruments will in turn be used The combination of the debt instruments and the repurchase agreements and equity swap The Managers may also combine an investment in debt instruments together with the repurchase agreements and equity swap agreements (all as described above), into equity-linked bond investments which are economically equivalent to investing in the 3 components individually, if this is deemed to be in the better economic interests of Holders. Further, if the Managers feel that it is in the interest of investors to hedge against movements in interest rates or other market conditions prior to or during the Initial Offer Period, the Managers may (subject to the approval of the Trustee) do so. company of the Managers. Any such transactions shall be entered into on an arm s length basis and in accordance with applicable laws, regulations and the Code on Collective Investment Schemes issued by the Authority (the Code ). Investors should note that the Sub-Fund is not a capital protected fund and the Sub-Fund is exposed to the performance of Index 1 and Index 2 for its entire 3 year

10 9 investment term (subject to potential early termination as described in paragraph 7.4 below). Please refer to paragraphs and 20.1 for more details. 7.3 Fixed Annual Payouts the Annual Payouts (the First Annual Payout ) is expected to be due to Holders approximately 12 months from the Strike Date of the Sub-Fund (the First Annual Payout Date ) and, if not terminated earlier, the second annual payout (the Second Annual Payout ) is expected to be due to Holders approximately 24 months from the Strike Date of the Sub-Fund (the Second Annual Payout Date) and, if not terminated earlier, the third annual payout (the Third Annual Payout ) is expected to be due to Holders on the Maturity Date the Strike Date of the Sub-Fund, will depend on prevailing market conditions when expected to be lower than indicated if interest rates or expectations for the volatility of either the Japanese equity market or the agricultural commodity market fall The Annual Payouts will be made by way of cash distributions and paid to Holders within 30 days from the respective payout dates or made in such other manner or within such other period as may be agreed between the Managers and the Trustee, with the Managers giving at least one month s notice to all Holders In the case of early realisation of Units by a Holder, the Holder will receive proceeds computed based on the prevailing net asset value per Unit of the Sub-Fund at the time of realisation in addition to any Annual Payout(s) which have already been received prior to the time of realisation. Investors will not be entitled to receive the Annual Payouts in respect of Units realised prior to the respective due dates of the Annual Payouts. described above and are not guaranteed. 7.4 Early Termination Feature The Sub-Fund has an early termination feature where, depending on the performance of Index 1 and Index 2, Holders can expect to redeem their Units at S$1.00 per Unit (the Early Termination Value ) plus any Annual Payouts due prior to the Maturity Date.

11 10 Early Termination Value on the occurrence of either of the following two scenarios If on the Annual Observation Date immediately prior to the First 98% equal to 98% of Index 2 Strike Level, the Sub-Fund will terminate on the First Annual Payout Date (the Early Termination Date 1 ) and Holders would expect to receive an amount in SGD equal to the initial capital invested plus the First Annual Payout for each Unit held as at the Early Termination Date 1; OR If the Sub-Fund has not already been terminated and on the Annual Observation Date immediately prior to the Second Annual Payout 98% of Index 1 98% of Index 2 Strike Level, the Sub-Fund will terminate on the Second Annual Payout Date (the Early Termination Date 2 ) and Holders would expect to receive an amount in SGD equal to the initial capital invested plus the Second Annual Payout for each Unit held as at the Early Termination Date 2. on any other date prior Holders should note that in the case of the Early Termination Date 2, as detailed above, Holders would already have received the scheduled First Annual Payout. Maturity formula (assuming early termination does not occur) Case 1: If on any Annual Observation Date during the Sub-Fund s 3-year investment term either or both of Index 1 Level and Index 2 Level are below their respective Barriers, the Holder is expected to receive at the Maturity Date an amount in SGD per Unit equal to ( ) 1.00 x min I t (1), I t (2) I 0 (1) I 0 (2) per Unit, where I t (1) and I t (2) are the closing levels of Index 1 and Index 2 respectively on the Annual Observation Date immediately prior to the Maturity Date and I 0 (1) and I 0 (2) are Index 1 Strike Level and Index 2 Strike Level respectively. Case 2: If both Index 1 Level and Index 2 Level are at or above their respective Barriers on every Annual Observation Date during the Sub-Fund s 3-year investment term, the Holder is expected to receive an amount per Unit equal to S$1.00 per Unit.

12 11 Note that in both cases the Holder is expected to receive the Annual Payouts in addition to the amount determined by the maturity formula above for each Unit held from inception up to the Maturity Date. 7.5 Examples of computation of realisation proceeds upon the Maturity Date All examples below assume an initial Index 1 Level of 18,000 and an initial Index 2 Level of 68, the Barrier of 13,500 (= 75% x 18,000 ) for Index 1 and the Barrier of 51 (= 75% x 68) for Index 2 and that early termination has not occurred. Case 1 (Where either Index 1 or Index 2 falls below its Barrier during the Sub-Fund s 3-year investment term) Numerical Example 1 Observation Date prior to the Maturity Date, Index 1 Level reaches 19,800 and Index 2 Level reaches In such a scenario, the Holder is expected to receive an amount in SGD per 1.00 X 19,800 = 1.10 OR 1.00 X 71.4 = 18, which is Numerical Example 2 Date prior to the Maturity Date, Index 1 Level reaches 12,600 and Index 2 Level reaches The Holder is expected to receive an amount in SGD per Unit on the Maturity Date equal to 1.00 X 12,600 = 0.70 OR 1.00 X 61.2 = , which is Case 2 (Where both Index 1 and Index 2 are above their respective Barriers during the Sub-Fund s 3-year investment term) Numerical Example 1 Suppose the lowest closing levels of both Index 1 and Index 2 observed over the Annual Observation Dates during the Sub-Fund s 3-year investment term are 14,000 at the end of year 1 (for Index 1) and 53 at the end of year 2 (for Index 2), and the closing levels on the Index 2). The Holder is expected to receive an amount in SGD per Unit at the Maturity Date equal to per Unit.

13 12 Numerical Example 2 Suppose the lowest closing levels of both Index 1 and Index 2 observed over the Annual Observation Dates during the Sub-Fund s 3-year investment term are 15,000 at the end of year 2 (for Index 1) and 52 at the end of year 3 (for Index 2), and the closing levels on the Index 2). The Holder is expected to receive an amount in SGD per Unit at the Maturity Date equal to per Unit. Investors should note that in the case of early realisation before the Maturity Date, investors will receive the prevailing Net Asset Value per Unit of the Sub-Fund at the time of realisation. The returns set out in the investment objective of the Sub-Fund at paragraph 7.1 above will not be applicable to redemptions made prior to the Maturity Date and investors realising Units before the Maturity Date may receive less than their initial capital invested even if both Index 1 and Index 2 have not fallen below their respective Barriers on any previous Annual Observation Dates. 7.6 Authorised Investments The authorised investments of the Sub-Fund ( Authorised Investments ) are any of the (i) (ii) (iii) any Quoted Investment 1 which is selected by the Managers for the purpose of investment of the deposited property of the Sub-Fund; or any investment in respect of which application for listing or for permission to deal has been made to a Recognised Stock Exchange 2 and the subscription for or purchase of which is either conditional upon such listing or permission to deal being granted within between the Managers and the Trustee) or in respect of which the Managers are is refused; or any Unquoted Investment 3 which is selected by the Managers for the purpose of investment of the deposited property of the Sub-Fund; or 1 Quoted Investment means any investment which is quoted, dealt with or listed or in respect of which permission to deal is effective on a Recognised Stock Exchange. 2 Recognised Stock Exchange means any stock exchange and in relation to any particular investment shall be deemed to include any responsible market maker and authorised dealer in the market in which the investment is traded and any over-the-counter or electronic or telephone market the investment and any responsible mutual fund or subsidiary thereof or unit trust scheme issuing and redeeming participations or Units (as the case may be) so as to provide in the opinion of the Managers with the approval of the Trustee a satisfactory market for the investment and in such a case the investment shall be deemed to be the subject of an effective permission to deal or list association, mutual fund, subsidiary thereof or unit trust scheme. 3 Unquoted Investment means any investment which is not quoted, listed or dealt in on any Recognised Stock Exchange.

14 13 (iv) (v) any investment denominated in any currency; or any investment which is a unit in any unit trust scheme or a share or participation in an open-ended mutual fund or other collective investment scheme; or or a repurchase agreement; or (vii) (viii) the currency of any country or any contract for the spot purchase or sale of any such currency or for hedging purposes, any foreign exchange transaction or any forward contract of such currency; or any investment which is not covered by paragraphs (i) to (vii) above but is selected by the Managers for the purpose of investment of the deposited property of the Sub-Fund and approved by the Trustee. 8. FEES AND CHARGES Fees payable by a Holder Preliminary charge Realisation charge Nil Nil Fees deducted from the assets of the Sub-Fund Up to 4.1% of the capital raised during the Initial Offer Period Initial Offer Period; and 0.03% p.a. on the balance above S$50 million of the capital raised during the Initial Offer Period. From the 13 th month onwards until the Maturity Date, subject always Units in issue multiplied by the Initial Offer Price per Unit; and 0.03% p.a. on the balance above S$50 million of the number of outstanding Units in issue multiplied by the Initial Offer Price per Unit. upfront to the Managers after the close of the Initial Offer Period. Investors will have to bear the total management fee incurred for the whole duration of the Sub-Fund if Units are realised before the Maturity Date or upon the occurrence of an early termination (as applicable).

15 14 payable upfront to the respective parties after the close of the Initial Offer Period. Investors will similarly have to bear the total Trustee fee and other administrative fees payable for the The fees of SIML will be paid by the Managers and not out of the assets of the Sub-Fund. 9. SUITABILITY only suitable for investors who can tolerate loss of capital. The Sub-Fund is suitable for equity investors who do not have a strongly negative stance on both the Japanese equity market and the agricultural commodity market. The expected performance of the Sub-Fund in different (a) (b) (c) Strong positive returns Holders can expect to receive a return of their full initial capital invested and accrued payouts (either on the Maturity Date, Early Termination Date 1 or Early Termination Date 2). However, in this scenario, the Sub-Fund is likely to have underperformed a similar product which offers direct exposure to the equity and commodity markets. Neutral or small negative returns Holders can expect to receive a return of their full initial capital invested and accrued payouts (either on the Maturity Date, Early Termination Date 1 or Early Termination Date 2), provided that both Index 1 Level and Index 2 Level have not fallen below their respective Barriers. In this scenario the Sub-Fund is likely to have outperformed a similar product which offers direct exposure to the equity and commodity markets. Strong negative returns Holders can expect to receive accrued payouts and a proportion of their initial capital invested on the Maturity Date. In this scenario Holders are expected to lose capital. 10. RISKS 10.1 General Risks An investment in the Sub-Fund is subject to different degrees of market, derivatives, interest rate, credit, equity, foreign securities, commodity, currency and industry risks depending on the investments of the Sub-Fund and is not suitable for short-term speculation. Investors should not expect to obtain short-term gains from such investment Investors should be aware that the price of Units in the Sub-Fund, and the income from them, may fall or rise. No guarantee is given, express or implied, that

16 Sub-Fund Risk Unlike other structured products whose primary objective is to protect the majority of the investor s capital and are therefore suitable for conservative investors, the Sub-Fund can have risk/return characteristics that are similar to an equity investment and is hence only suitable for equity investors with the capacity to take on capital risk. The Sub-Fund is suitable only for risk-taking investors and not for bond investors as investors may receive less than their initial capital invested at the end of the Sub-Fund s 3-year investment term. Investors should note that the Sub-Fund would bear risks similar to an equity investment if either or both of Index 1 and Index 2 fall below their respective Barriers. Investors should also note that the Sub-Fund may be terminated prior to its Maturity Date if performance targets are met. In such event, investors will expect to receive an early return of their initial capital invested plus the Annual Payouts prior to the Maturity Date (please refer to paragraph 7.4 for further details). Although the Sub-Fund may terminate earlier, investors should regard the Sub-Fund as a 3-year investment Market Risk The investments in the Sub-Fund are subject to the usual market risks such as interest rate risks and credit risks of issuers and there can be no assurance that the Sub- Fund s investment objective will be realised. The Sub-Fund may be affected favourably or unfavourably by changes in currencies and exchange control regulations. The investments of the Sub-Fund may be adversely affected by political instability as well as exchange controls, changes in taxation, foreign investment policies and other restrictions and controls which may be imposed by the relevant authorities in the relevant countries Derivatives Risk The use of futures, options, warrants, forwards, swaps or swap options involve increased risk. In the event the Sub-Fund invests in such instruments, the Sub- Fund s ability to use such instruments successfully depends on the Managers ability to accurately predict movements in stock prices, interest rates, commodity prices, currency exchange rates or other economic factors and the availability of liquid markets. If the Managers predictions are wrong, or if the derivatives do not work as anticipated, the Sub-Fund could suffer greater losses than if the Sub-Fund had not used the derivatives. If the Sub-Fund invests in over-the-counter derivatives, there is increased risk that a counterparty may default and fail to honour its contract.

17 16 If the assets of the Sub-Fund are pledged to the counterparty of a derivative transaction and the Sub-Fund does not meet its obligations to the counterparty, the counterparty Derivatives transactions will not be used for speculation or leverage but may be used use such instruments, they are of the view that they have the necessary expertise to control and manage the use of derivatives. Investments in derivatives would normally be monitored and controlled by the Managers with regular mark-to-market valuations, careful research prior to investment and compliance monitoring to ensure careful compliance with the investment restrictions set out in the Deed with regard to derivatives. Investors should note that the potential returns described in this Prospectus are based on the terms of the associated derivative instruments in which the Managers intend to invest in. In the event of an adjustment to the terms of the derivative instruments (e.g. change in the method of calculating the performance of an underlying index, the Sub-Fund Interest Rate Risk convertibles and other debt securities may decline in value if interest rates change. In general, the prices of debt securities rise when interest rates fall, and fall when interest rates rise Credit Risk Investors of the Sub-Fund are exposed to risk of default of the bond issuers or derivative counterparties. The Sub-Fund is subject to the risk that some issuers or counterparties of debt securities, derivatives and other investments made by the Sub- Fund may not make payments on such obligations. Investors should note that the counterparties that stand ready to purchase the bonds may also be the counterparties to the repurchase agreements and/or the equity swap agreements. The counterparties to the repurchase agreements may also be the counterparties to the equity swap agreements. Please see paragraph 7.2 above for further details on the repurchase agreements and equity swap agreements. that could lower the credit quality of a security, leading to greater volatility in the price of the security and in the value of the Sub-Fund. A change in the quality rating of a Currency Risks The assets and liabilities of the Sub-Fund may be denominated in currencies different to the Base Currency of the Sub-Fund. The Sub-Fund may be affected favourably or unfavourably by exchange control regulations or changes in the exchange rates

18 17 between the Base Currency and other currencies. If the currency in which an investment is denominated appreciates against the Base Currency, the value of the investment would increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the investment. The Base Currency of the Sub-Fund is Singapore dollars. If the Managers and SIML make any investments for the Sub-Fund which are not denominated in the Base Currency of the Sub-Fund, the Managers and SIML intend to hedge the full foreign exchange exposure by entering into one or more foreign exchange forward contracts and/or cross currency swap transactions. In particular, investors should note that the exposure to the performance of the Japanese equity market and the performance of the agricultural commodity market is expected to be the value of the Japanese Yen or the US dollar relative to the Singapore Dollar Industry Risks The value of the Units in the Sub-Fund will be susceptible to factors affecting the industries that it covers and may be subject to greater risks and market volatility than an investment in a broader range of securities covering various economic sectors Liquidity Risks Any debt instruments, including equity-linked bonds in particular, purchased by the Sub-Fund or swaps entered into may be bespoke instruments or contracts which are not freely traded. If the Sub-Fund redeems its investments in debt instruments, including equity-linked bonds, or swaps before its maturity date, the prices achieved may be below prevailing market prices. Holders will also be exposed to any disruptions and liquidity risks which affect Index 1 or Index 2. Units in the Sub-Fund are non-liquid investments and investors may redeem their Units in the Sub-Fund on the last Business Day of each calendar month. Investors should refer to paragraph 12 below for more details. As an exception to the single issuer and group limits under Appendix 1 of the Code, the Sub-Fund may invest up to one-third of its deposited property in debt securities issued by a corporation with a minimum long-term issuer rating of at least A rating by Standard & Poor s or equivalent (including such sub-categories or gradations therein) or up to 35% of its deposited property in debt securities issued by a government, government agency or supranational with a minimum long-term issuer rating of at least BBB rating by Standard & Poor s or equivalent (including such sub-categories or gradations therein) and/or place up to one-third of its deposited property in deposits invest above one-third and up to 100% of its deposited property in debt securities issued or guaranteed by a government, government agency, or supranational with a minimum long-term issuer rating of at least AA rating by Standard & Poor s or equivalent (including such sub-categories or gradations therein).

19 18 Therefore, the Sub-Fund will be subject to a higher level of risk than a portfolio diversifying its holdings across different issuers Lack of Competing Offers The Managers do not intend to conduct any formal, traceable or controllable procedure assets and with which they contract repurchase and equity swap agreements to enable the Sub-Fund to meet its investment objectives. 11. SUBSCRIPTION OF UNITS 11.1 Subscription Procedure Units in the Sub-Fund can be purchased during the Initial Offer Period from the Managers or their distributors. To apply, investors must complete the application form accompanying this Prospectus and send the application form together with the application monies (if applicable) to the Managers or their distributors. No further subscriptions for Units in the Sub-Fund will be accepted after the close of the Initial Offer Period. The Managers reserve the right to reject, whether in whole or in part, any application for Units in the Sub-Fund Investors may subscribe for Units in the Sub-Fund either with cash or Supplementary Retirement Scheme ( SRS ) monies Investors wishing to use their SRS monies to purchase Units shall indicate as such in the application form. The application form contains the investor s instructions to the SRS operator bank to withdraw from the investor s SRS account the purchase monies in respect of Units applied for Cancellation of initial subscription Subject to the Deed and to the terms and conditions for cancellation of subscription in the cancellation form to be provided together with the application form for Units, every Holder shall have the right by notice in writing delivered to the Managers or their authorised agents to cancel his subscription for Units in the Sub-Fund within 7 calendar days (or such longer period as may be agreed between the Managers and the Trustee) from the date of his initial subscription. Investors should refer to the terms and conditions for cancellation of subscription attached to the cancellation form before purchasing Units in the Sub-Fund Minimum initial subscription amount and minimum subsequent subscription amount Minimum initial subscription amount S$5,000 Minimum subsequent subscription amount S$500

20 Initial Offer Price and Initial Offer Period Initial Offer Price Initial Offer Period S$1.00 per Unit Within 6 months from the date of registration of this Prospectus or such other period as may be determined by the Managers 11.5 Numerical example The following example shows how the number of Units allotted to an investor of the Sub-Fund is derived The number of Units you receive with an investment of the minimum initial subscription amount of S$5,000 in the Sub-Fund, based on the Initial Offer Price of S$1.00, will S$5,000 - (S$0) = S$5,000 Gross investment sum Net investment sum S$5,000 / S$1.00 = 5,000 Units Net investment sum Initial Offer Price No. of Units received An investor who invests in the Sub-Fund during the Initial Offer Period will be sent his application and the application monies by the Managers Minimum fund size for commencement of the Sub-Fund The Managers reserve the right not to issue Units in each of the Sub-Fund and to return the application monies received (without interest) to investors no later than 14 Business Days after the close of the Initial Offer Period in the event that the minimum capital raised for the Sub-Fund falls below S$20 million as at the close of the Initial Offer Period or if the Managers are of the opinion that it is not in the interest of investors or not commercially economical to proceed with the Sub-Fund, and in such event the Sub-Fund shall be deemed not to have commenced. 12. REALISATION OF UNITS 12.1 Redemption Procedure Holders who wish to realise their Units before the Maturity Date may do so on a requests received and accepted by the Managers after the Dealing Deadline, Units will be realised at the next Dealing Day s price.

21 In the event of an early termination prior to the Maturity Date, Holders holding Units as at the Early Termination Date 1 or Early Termination Date 2 shall be deemed to have submitted their realisation requests on such date to the Managers or their distributors, i.e. such Holders need not submit any realisation requests. Upon the occurrence of an early termination, the Managers shall pay to the Holder the redemption proceeds within 6 Business Days of the Early Termination Date 1 or Early Termination Date 2, as the case may be, or such other period as may be permitted by the Authority Holders who hold their Units in the Sub-Fund until the Maturity Date shall be deemed to have submitted their realisation requests on such day to the Managers or their distributors, i.e. such Holders need not submit any realisation requests. The Managers shall pay to the Holders the redemption proceeds within 6 Business Days of the Maturity Date or such other period as may be permitted by the Authority Dealing Deadline and pricing basis Units are priced on a forward basis. This means that the realisation price for Units redeemed is determined after the Dealing Deadline Dealing Deadline means 5 p.m. Singapore time, 2 Business Days before the Dealing Day or such other time on such Dealing Day as the Managers and the Trustee may agree and upon the Managers giving prior notice to the Holders The Dealing Day is once a month on the last Business Day of each calendar month, (upon the occurrence of an early termination) the Early Termination Date 1 or the Early Termination Date 2 (as the case may be) and the Maturity Date (or such other day or days at such intervals as the Managers shall otherwise determine provided that reasonable notice of such determination shall be given by the Managers to all the Holders at such time and in such manner as the Trustee may approve) Minimum holding and minimum realisation amount The minimum holding amount for the Sub-Fund is 1000 Units or such other number or value of Units as the Managers may from time to time prescribe upon giving prior notice to the Trustee and relevant notice to the Holders of the Sub-Fund ( Minimum Holding ). A Holder shall not be entitled to realise only part of his holding of Units if by so realising his holding would be reduced to less than the Minimum Holding for the Sub-Fund. Unless the Managers in any particular case or generally otherwise agrees, a Holder shall not be entitled to realise Units other than in amounts above 100 Units Numerical example The following is an example of how the redemption proceeds payable to an investor in a redemption of 1,000 Units of any of the Sub-Fund based on a notional realisation price of S$ is calculated. e.g., 1,000 Units x = S$1,100 Units you realise (redeem) Realisation price Your realisation proceeds

22 21 The above example is for illustrative purposes only and is not a forecast or 12.5 The Managers or their distributors shall pay to the Holder or Holders making a redemption request the realisation proceeds calculated in accordance with the Deed within 6 Business Days (or such other period as may be permitted by the Authority) in Singapore from the date of receipt of such realisation request by the Managers, by cheque for Units purchased with cash and by crediting the Holder s SRS account with his SRS operator bank for Units purchased with SRS monies. 13. PRICES OF UNITS 13.1 The Initial Offer Price for the Sub-Fund is S$1.00 per Unit (there is currently no preliminary charge) The indicative realisation prices of the Sub-Fund are normally available 2 Business Days after the relevant Dealing Day and published on the Managers website at com.sg and are also available from the Managers. 14. SUSPENSION OF UNITS 14.1 Suspension of dealing The Managers or the Trustee may, with the prior written approval of the other, suspend (i) (ii) (iii) (iv) any period when the Recognised Stock Exchange on which any investments of the deposited property of the Sub-Fund for the time being are listed or dealt in is closed (otherwise than for public holidays) or during which dealings are restricted or suspended; the existence of any state of affairs which, in the opinion of the Managers and the Trustee constitutes any emergency as a result of which disposition by the Sub-Fund of its investments is not reasonably practicable or might seriously prejudice the interests of the Holders as a whole or of the deposited property (whether of the Sub-Fund or the Fund); any breakdown in the means of communication normally employed in determining the price of any of such investments or the current price on that Recognised Stock Exchange or when for any reason the prices of any of such investments cannot be promptly and accurately ascertained; any period when remittance of money which will or may be involved in the realisation or such investments or in the payment for such investments cannot, in the opinion of the Managers and the Trustee, be carried out at normal rates of exchange;

23 22 (v) (vi) (vii) (viii) (ix) any period when, in the opinion of the Managers, the transfer of funds which will or may be involved in the realisation of any material proportion of the investments for the time being constituting the deposited property of the Sub- Fund cannot be effected promptly at normal rates of exchange; any period when the dealing of Units is suspended pursuant to any order or direction issued by the Authority; any 48-hour period (or such longer period as may be agreed between the Managers and the Trustee) prior to the date of any meeting of Holders (or any adjourned meeting thereof); or any period when in the opinion of the Managers, there is a breakdown in the means of communication normally employed in determining the value of any of the investments or the amount of any cash for the time being comprised in the deposited property of the Sub-Fund or the amount of any liability of the Trustee for account of the Sub-Fund or when for any other reason the value of any such investments or the amount of any such cash or liability cannot be promptly and accurately ascertained; or any period when the business operations of the Managers or the Trustee in relation to the operations of the Sub-Fund are substantially interrupted or closed as a result of or arising from pestilence, acts of war, terrorism, insurrection, revolution, civil unrest, riots, strikes or acts of God Material proportion of the investments means such proportion of the investments reduced Such suspension shall take effect forthwith upon the declaration in writing thereof to the Trustee by the Managers (or, as the case may be, to the Managers by the Trustee) and shall suspension shall have ceased to exist and no other condition under which such suspension is authorised under paragraph 14.1 above shall exist upon the declaration in writing thereof by the Managers (or, as the case may be, the Trustee) Any payment for any Units realised before the commencement of any such suspension but for which payment has not been made before the commencement thereof may, if the Managers and the Trustee so agree, be deferred until immediately after the end of such suspension. 15. PERFORMANCE OF THE SUB-FUND 15.1 As the Schroder Golden Blossom Fund is a newly established sub-fund, a track record of at least 1 year is not available The reference benchmark against which the performance of the Schroder Golden Blossom Fund will be measured is the Singapore dollar 12 months Fixed Deposit Rate.

24 SOFT DOLLAR COMMISSIONS/ARRANGEMENTS 16.1 In the management of the Sub-Fund, the Managers and SIML may accept soft dollar commissions from, or enter into soft dollar arrangements with, stockbrokers who execute trades on behalf of (i) (ii) (iii) (iv) research and price information; performance measurement; portfolio valuations; and analysis administration services The Managers and SIML may not receive or enter into soft dollar commissions or arrangements unless (a) such soft dollar commissions or arrangements shall reasonably assist the Managers and SIML in their management of the Sub-Fund, (b) the Managers and SIML shall ensure at all times that the transactions are executed at the best available terms taking into account the relevant market at the time for transaction of in order to qualify for such soft dollar commissions or arrangements. The Managers and SIML shall not receive goods and services such as travel, accommodation and entertainment. 17. CONFLICTS OF INTEREST 17.1 the Sub-Fund with other funds managed by the Managers. For example, the Managers may make a purchase or sale decision on behalf of some or all of the other funds managed by them without making the same decision on behalf of the Sub-Fund, as a decision whether or not to make the same investment or sale for the Sub-Fund depends on factors such as the cash availability and portfolio balance of the Sub-Fund. However, the Managers will use reasonable endeavours at all times to act fairly and in the interests of the Sub-Fund. In particular, after taking into account the availability of cash and relevant investment guidelines of the other funds managed by the Managers, the Managers will endeavour to ensure that securities bought and sold will be allocated proportionately as far as possible among the Sub-Fund and the other funds managed by the Managers The factors which the Managers will take into account when determining if there are any securities of the Sub-Fund. To the extent that another fund managed by the Managers intends to purchase substantially similar assets, the Managers will ensure that the assets are allocated fairly and proportionately and that the interests of all investors are treated equally between the Sub-Fund and the other funds Parties

25 24 Fund. Such interest may include dealing, trading, holding, acting as market-makers in such that the performance of their respective duties will not be impaired by any such involvement. resolved fairly and in the interest of the Holders. 18. FINANCIAL YEAR-END AND DISTRIBUTION OF REPORTS AND ACCOUNTS 18.1 Fund will be 30 June The annual report, annual accounts and the auditor s report on year-end (or such other period as may be permitted by the Authority) The semi-annual report and semi-annual accounts will be prepared and sent to Holders within period as may be permitted by the Authority) A Holder will also receive from the Managers every quarter, the Schroder MoneyLine which reviews the markets and performance of various funds managed by the Managers and a valuation statement showing the number and value of the Units of the Holder. 19. QUERIES AND COMPLAINTS All enquiries and complaints about the Fund or the Sub-Fund should be directed to the Managers at telephone number OTHER MATERIAL INFORMATION 20.1 Nikkei 225 Index and Goldman Sachs US Agriculture Excess Return Index Investors should note that there can be no assurance that either the Nikkei 225 Index or the Goldman Sachs US Agriculture Excess Return Index will remain in its current form to the Maturity Date. If either index selected undergoes a material change, this may necessitate its substitution by the Managers with the approval of the Trustee, with a replacement fund or index or basket of shares or futures having broadly similar characteristics of the relevant index if the Managers believe that to do so is in the best interests of the Holders of the Sub-Fund. For the avoidance of doubt, such action by the Managers shall not constitute a change to the investment objective of the Sub-Fund. The Sub-Fund is not sponsored, endorsed, sold or promoted by any of the third party entities that publish and compile the indices (the Index Providers ). The Index Providers do not make any representation or warranty, express or implied, to the Sub-Fund, the Holders or any member of the public regarding the advisability of investing in securities or futures generally or in the Sub- Fund particularly or the ability of the relevant index to track general stock market performance. The indices are determined, composed and calculated by the Index Providers without regard to the Sub-Fund or the Holders, and the Index Providers have no obligation to take the needs of the Sub-Fund or the Holders into consideration when determining, composing and calculating the indices. The Index Providers are not responsible for and have not participated in any decisions concerning the timing, quantity or pricing of the Units in the Sub-Fund. The Index Providers