Schroder International Choice Portfolio Prospectus

Transcription

1 Schroder International Choice Portfolio Prospectus Schroder Asian Bond Fund Schroder Asian Equity Yield Fund Schroder Emerging Europe Fund Schroder Emerging Markets Fund Schroder European Equity Alpha Fund Schroder European Large Cap Equity Fund Schroder Global High Yield Fund Schroder Japanese Equity Fund Schroder Strategic Bond Fund Dated: 27 February 2013 Valid till: 27 December 2013

2 SCHRODER INTERNATIONAL CHOICE PORTFOLIO (constituted in the Republic of Singapore pursuant to a Deed of Trust dated 25 May 1998 as amended by) a First Supplemental Deed dated 18 November 1998, a Second Supplemental Deed dated 30 March 1999, a Third Supplemental Deed dated 10 January 2000, a Fourth Supplemental Deed dated 26 June 2000, a Fifth Supplemental Deed dated 6 February 2001, a Sixth Supplemental Deed dated 21 February 2001, a Seventh Supplemental Deed dated 14 January 2002, an Eighth Supplemental Deed dated 25 June 2002, a 1 st Amended and Restated Deed dated 28 February 2003, a 2 nd Amended and Restated Deed dated 10 June 2003, a 3 rd Amended and Restated Deed dated 1 July 2003, a 4 th Amended and Restated Deed dated 28 April 2004, a 5 th Amended and Restated Deed dated 27 August 2004, a 6 th Amended and Restated Deed dated 24 November 2004, a 7 th Amended and Restated Deed dated 18 April 2005, a 8 th Amended and Restated Deed dated 22 August 2005, a 9 th Amended and Restated Deed dated 7 October 2005, a 10 th Amended and Restated Deed dated 13 October 2006, a 11 th Amended and Restated Deed dated 10 August 2007, a 12 th Amended and Restated Deed dated 17 December 2007, a 13 th Amended and Restated Deed dated 2 June 2009, a 14 th Amended and Restated Deed dated 1 September 2009, a Supplemental Deed of Appointment and Retirement of Trustee dated 11 December 2009, a Fifteenth Amending and Restating Deed dated 1 January 2010, a Ninth Supplemental Deed dated 26 March 2010, a Sixteenth Amending and Restating Deed dated 2 June 2010, a Seventeenth Amending and Restating Deed dated 23 July 2010, a Tenth Supplemental Deed dated 8 November 2010; an Eighteenth Amending and Restating Deed dated 14 December 2010, a 19th Amending and Restating Deed dated 19 September 2011, a First Supplemental Deed dated 19 January 2012 and a 20th Amending and Restating Deed dated 19 June 2012) SUPPLEMENTARY PROSPECTUS DATED 24 APRIL 2013 A copy of this Supplementary Prospectus has been lodged with the Monetary Authority of Singapore (the "MAS") who takes no responsibility for its contents.

3 This Supplementary Prospectus is lodged with the MAS pursuant to Section 298 of the Securities and Futures Act, Chapter 289 of Singapore and is supplemental to the replacement prospectus of the Schroder International Choice Portfolio (the "Trust") dated 27 February 2013 (the "Prospectus") which replaced the prospectus of the Trust registered by the MAS on 28 December Terms used in this Supplementary Prospectus will have the meaning and construction ascribed to them in the Prospectus. This Supplementary Prospectus should be read and construed in conjunction and as one document with the Prospectus. This Supplementary Prospectus sets out the amendments to the Prospectus to, inter alia, reflect that with effect from 1 May 2013, the Schroder Emerging Europe Fund will no longer be included under the Central Provident Fund Investment Scheme ("CPFIS") and with effect from 31 May 2013, the Schroder Emerging Markets Fund will no longer be included under the CPFIS.

4 In this connection, the Prospectus will be amended as follows with effect from 24 April 2013: (a) Clause 10 of the Prospectus The table in the fourth paragraph of Clause 10 of the Prospectus (appearing directly below the sentence "Save for the Schroder Asian Equity Yield Fund which is a direct investment fund, each Sub-Fund invests into the respective sub-fund of the Schroder ISF as illustrated below:-") shall be deleted in its entirety and replaced with the following table: Sub-Fund Schroder European Large Cap Equity Fund - S$, included under the CPFIS-OA & SRS - Launched on 24 June 1998 Schroder Japanese Equity Fund - S$, included under the SRS - Launched on 25 August 1999 Schroder Emerging Markets Fund - S$, included under the CPFIS-OA (up till 30 May 2013) & SRS - Launched on 11 February 2000 Schroder Asian Bond Fund - S$, included under the SRS - Launched on 17 March 2003 Schroder Global High Yield Fund - S$, included under the SRS - Launched on 3 December 2004 Schroder Strategic Bond Fund - S$, included under the SRS - Launched on 4 July 2005 Schroder European Equity Alpha Fund - S$, included under SRS - Launched on 25 April 2005 Schroder Emerging Europe Fund - S$, included under the CPFIS-OA (up till 30 April 2013) & SRS - Launched on 14 October 2005 Invests into Schroder ISF European Large Cap (Euro) Schroder ISF Japanese Equity (Yen) Schroder ISF Emerging Markets (US$) Schroder ISF Asian Bond Absolute Return(US$) Schroder ISF Global High Yield (US$) Schroder ISF Strategic Bond (US$) Schroder ISF European Equity Alpha (Euro) Schroder ISF Emerging Europe (Euro) (b) Clause 12 of the Prospectus The existing first sentence of the first paragraph of Clause 12 of the Prospectus is deleted in its entirety and replaced with the following paragraph: "The Schroder European Large Cap Equity Fund, Schroder Emerging Markets Fund, Schroder Asian Equity Yield Fund and Schroder Emerging Europe Fund are included - 2 -

5 under the CPFIS. Details are set out in the relevant Appendix for these Sub-Funds. With effect from 1 May 2013, the Schroder Emerging Europe Fund will no longer be included under the CPFIS. With effect from 31 May 2013, the Schroder Emerging Markets Fund will no longer be included under the CPFIS.". (c) Appendix 3 of the Prospectus (Schroder Emerging Markets Fund) (i) The third-last paragraph of Clause 1 of Appendix 3 of the Prospectus shall be deleted in its entirety and replaced with the following paragraph: "The CPFIS Guidelines issued by the CPF Board, which guidelines may be amended from time to time, shall apply to this Sub-Fund up till 30 May 2013.". (ii) The second paragraph of Clause 2 of Appendix 3 of the Prospectus shall be deleted in its entirely and replaced with the following paragraph: "The Schroder Emerging Markets Fund has been classified under the category of "Higher Risk Narrowly Focused Regional Emerging Markets" by the CPF Board. With effect from 31 May 2013, this Sub-Fund will no longer be included under the CPFIS.". (d) Appendix 9 of the Prospectus (Schroder Emerging Europe Fund) (i) The third-last paragraph of Clause 1 of Appendix 9 of the Prospectus shall be deleted in its entirety and replaced with the following paragraph: "The CPFIS Guidelines issued by the CPF Board, which guidelines may be amended from time to time, shall apply to this Sub-Fund up till 30 April 2013.". (ii) The second paragraph of Clause 2 of Appendix 9 of the Prospectus shall be deleted in its entirely and replaced with the following paragraph: "The Schroder Emerging Europe Fund has been classified under the category of "Higher Risk Narrowly Focused Regional - Europe" by the CPF Board. With effect from 1 May 2013, this Sub-Fund will no longer be included under the CPFIS."

6 BOARD OF DIRECTORS OF THE MANAGERS Signed: Signed: SUSAN SOH SHIN YANN THAM EE MERN LILIAN Signed: Signed: TAN JUI TONG GWEE SIEW PING Signed: Signed: RICHARD ANTHONY MOUNTFORD RAJEEV DONALD DE MELLO SCHRODER INTERNATIONAL CHOICE PORTFOLIO SUPPLEMENTARY PROSPECTUS

7 PROSPECTUS DATED 27 FEBRUARY 2013 This Prospectus replaces the original prospectus for the Schroder International Choice Portfolio registered by the Monetary Authority of Singapore (the Authority ) on 28 December 2012 and is a replacement prospectus lodged with the Authority on 27 February 2013 pursuant to Section 298 of the Securities and Futures Act, Chapter 289 of Singapore.

8 SCHRODER INTERNATIONAL CHOICE PORTFOLIO Directory Managers Schroder Investment Management (Singapore) Ltd 65 Chulia Street #46-00 OCBC Centre Singapore (Company Registration Number: H) Board of Directors of the Managers Susan Soh Shin Yann Tham Ee Mern Lilian Tan Jui Tong Gwee Siew Ping Richard Anthony Mountford Rajeev Donald de Mello Trustee HSBC Institutional Trust Services (Singapore) Limited 21 Collyer Quay #10-02 HSBC Building Singapore (Company Registration Number: R) Auditors PricewaterhouseCoopers LLP 8 Cross Street #17-00 PWC Building Singapore Solicitors to the Managers Clifford Chance Pte Ltd Marina Bay Financial Centre 25th Floor, Tower 3 12 Marina Boulevard Singapore Solicitors to the Trustee Shook Lim & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore

9 SCHRODER INTERNATIONAL CHOICE PORTFOLIO Schroder Investment Management (Singapore) Ltd, the managers (the Managers ) of the Schroder International Choice Portfolio (the Trust ), accepts full responsibility for the accuracy of the information contained in this Prospectus and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, there are no other facts the omission of which would make any statement herein misleading in any material respect. Investors should refer to the relevant provisions of the 21 st Amending and Restating Deed relating to the Trust (as may be amended, supplemented or modified from time to time) (the Deed ) and obtain professional advice in the event of any doubt or ambiguity relating thereto. Copies of the Deed are available for inspection at the Managers office at all times during usual business hours (subject to such reasonable restrictions as the Managers may impose). Certain sub-funds of the Trust (the Sub-Funds ) invest into the respective sub-funds of the Schroder International Selection Fund, SICAV ( Schroder ISF ) set out in Clause 10 of this Prospectus. The Schroder ISF qualifies as a SICAV under Part I of the Luxembourg law on undertakings for collective investment dated 17 December As at the date of this Prospectus, the Schroder ISF sub-funds may invest in financial derivative instruments for purposes other than hedging and/or efficient portfolio management in accordance with the Schroder ISF sub-funds Luxembourg Prospectus and applicable laws in Luxembourg. This Prospectus does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation and may only be used in connection with the offering of units in the Trust as contemplated herein. All capitalised terms and expressions used in this Prospectus shall, unless the context otherwise requires, have the same meanings ascribed to them in the Deed. Investors should seek professional advice to ascertain (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange transactions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence, domicile and which may be relevant to the subscription, holding or disposal of units in the Trust and should inform themselves of and observe all such laws and regulations in any relevant jurisdiction that may be applicable to them. Investors should also consider the risks of investing in the Trust as set out in Part IX of this Prospectus. No application has been made for the units in the Trust to be listed on any stock exchange. Units in the Trust can be purchased from or sold through the Managers or any agent or distributor appointed by the Managers in accordance with the provisions of the Deed. As the Trust is not registered under the United States Securities Act of 1933 (the Securities Act ) or under the securities laws of any state of the United States of America ( US ), the Sub-Funds (as defined in Clause 1 of this Prospectus) within the Trust may not be offered or sold to or for the account of any US Person (as defined in Rule 902 of Regulation S under the Securities Act). Rule 902 of Regulation S under the Securities Act defines a US Person to include, inter alia, any natural person resident in the US and with regards to investors other than individuals (i) a corporation or partnership organised or incorporated under the laws of the US or any state thereof; (ii) a trust: (a) of which any trustee is a US Person except if such trustee is a professional fiduciary and a co-trustee who is not a US Person has sole or shared investment discretion with regard to trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a US Person or (b) where a court is able to exercise primary jurisdiction over the trust and one or more US fiduciaries have the authority to control all substantial decisions of the trust; and (iii) an estate: (a) which is subject to US tax on its worldwide income from all sources or (b) for which any US Person is executor or administrator except if an executor or administrator of the estate who is not a US Person has sole or shared investment discretion with regard to the assets of the estate and the estate is governed by foreign law. The term US Person also means any entity organised principally for passive investment (such as a commodity pool, investment company or other similar entity) that was formed: (a) for the purpose of facilitating investment by a US Person in a commodity pool with respect to which the operator is exempt from certain requirements of Part 4 of the regulations promulgated by the United States Commodity Futures Trading Commission by virtue of its participants being non-us Persons or (b) by US Persons principally for the purpose of investing in securities not registered under the Securities Act, unless it is formed and owned by accredited investors (as defined in Rule 501 (a) under the Securities Act) who are not natural persons, estates or trusts. United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction. No person, other than the Managers, has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, subscription or sale of Units, other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Managers. If you are in doubt as to your status, you should consult your financial or other professional adviser. All enquiries relating to the Trust should be directed to the Managers, Schroder Investment Management (Singapore) Ltd, or any agent or distributor appointed by the Managers.

10 TABLE OF CONTENTS CONTENT PAGE I. BASIC INFORMATION 5 II. THE MANAGERS 6 III. THE TRUSTEE AND CUSTODIAN 7 IV. OTHER PARTIES 7 V. STRUCTURE OF THE TRUST 8 VI. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 9 VII. CPF INVESTMENT SCHEME 9 VIII. FEES AND CHARGES 10 IX. RISKS, FINANCIAL DERIVATIVE INSTRUMENTS, RISK MANAGEMENT PROCESS AND SUPPLEMENTARY INFORMATION 11 X. SUBSCRIPTION/CANCELLATION OF UNITS 15 XI. MONTHLY INVESTMENT PLAN 17 XII. REALISATION OF UNITS 17 XIII. SWITCHING OF UNITS 18 XIV. OBTAINING PRICES OF UNITS 20 XV. SUSPENSION OF DEALINGS 20 XVI. PERFORMANCE OF THE SUB-FUNDS 21 XVII. SOFT DOLLAR COMMISSIONS/ARRANGEMENTS 21 XVIII. CONFLICTS OF INTEREST 21 XIX. REPORTS 21 XX. QUERIES AND COMPLAINTS 22 XXI. OTHER MATERIAL INFORMATION 22 APPENDIX 1 - SCHRODER EUROPEAN LARGE CAP EQUITY FUND 28 APPENDIX 2 - SCHRODER JAPANESE EQUITY FUND 30 APPENDIX 3 - SCHRODER EMERGING MARKETS FUND 32 APPENDIX 4 - SCHRODER ASIAN BOND FUND 34 APPENDIX 5 - SCHRODER ASIAN EQUITY YIELD FUND 37 APPENDIX 6 - SCHRODER GLOBAL HIGH YIELD FUND 40 APPENDIX 7 - SCHRODER STRATEGIC BOND FUND 43 APPENDIX 8 - SCHRODER EUROPEAN EQUITY ALPHA FUND 46 APPENDIX 9 - SCHRODER EMERGING EUROPE FUND 48

11 5 SCHRODER INTERNATIONAL CHOICE PORTFOLIO The collective investment schemes offered in this Prospectus are authorised schemes under the SFA. A copy of the original registered prospectus dated 28 December 2012 (the Registered Prospectus ) (which is hereby replaced by this Prospectus) had 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 the Registered Prospectus by the Authority and the lodgement of this Prospectus 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 collective investment schemes. I. BASIC INFORMATION 1. Name of fund : SCHRODER INTERNATIONAL CHOICE PORTFOLIO (the Trust ) 2. Date of registration of this Prospectus : 28 December 2012 Expiry date of this Prospectus : 28 December 2013 The sub-funds ( Sub-Funds ) currently available for subscription are set out in Clause 10. The Trust is an authorised umbrella unit trust constituted in Singapore. This Prospectus is a replacement prospectus lodged with the Authority on 27 February It replaces the Registered Prospectus that was registered by the Authority on 28 December 2012, and shall be valid for 12 months after the date of registration (i.e., up to and including 27 December 2013) and shall expire on 28 December Trust Deed and Supplemental Deeds The original Trust Deed, as modified, amended and restated by the Supplemental Deeds and the Amended and Restated Deeds respectively as follows (the Deed ): Original Trust Deed 25 May st Supplemental Deed 18 November nd Supplemental Deed 30 March rd Supplemental Deed 10 January th Supplemental Deed 26 June th Supplemental Deed 6 February th Supplemental Deed 21 February th Supplemental Deed 14 January th Supplemental Deed 25 June st Amended and Restated Deed 28 February nd Amended and Restated Deed 10 June rd Amended and Restated Deed 1 July th Amended and Restated Deed 28 April th Amended and Restated Deed 27 August th Amended and Restated Deed 24 November th Amended and Restated Deed 18 April 2005

12 6 8th Amended and Restated Deed 22 August th Amended and Restated Deed 7 October th Amended and Restated Deed 13 October th Amended and Restated Deed 10 August th Amended and Restated Deed 17 December th Amended and Restated Deed 2 June th Amended and Restated Deed 1 September 2009 (each entered into between Schroder Investment Management (Singapore) Ltd (the Managers ) and OCBC Trustee Limited (the Retired Trustee )); Supplemental Deed of Appointment and Retirement of Trustee 11 December 2009 (entered into between the Managers, the Retired Trustee and HSBC Institutional Trust Services (Singapore) Limited (the Trustee )); and Fifteenth Amending and Restating Deed 1 January 2010 Ninth Supplemental Deed 26 March 2010 Sixteenth Amending and Restating Deed 2 June 2010 Seventeenth Amending and Restating Deed 23 July 2010 Tenth Supplemental Deed 8 November 2010 Eighteenth Amending and Restating Deed 14 December th Amending and Restating Deed 19 September 2011 First Supplemental Deed 19 January th Amending and Restating Deed 19 June st Amending and Restating Deed 27 February 2013 (each entered into between the Managers and the Trustee). The Deed may be inspected at the Managers registered office during usual business hours at 65 Chulia Street #46-00 OCBC Centre Singapore A fee of up to S$25 may be imposed by the Managers for each copy of the Deed requested. 4. Reports and Accounts A copy of the latest annual and semi-annual accounts, the auditor s report on the annual accounts and the annual and semi-annual reports relating to the Trust may be obtained at the Managers registered office. II. THE MANAGERS 5. The Managers of the Trust are Schroder Investment Management (Singapore) Ltd. 6. Managers and underlying sub-fund managers track record The Managers were incorporated in Singapore and have been managing collective investment schemes and discretionary funds since The Managers are part of the Schroder 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 over 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 clients worldwide, through its large network of offices and over 300 portfolio managers and analysts covering the world s investment markets.

13 7 Schroder Investment Management Limited is domiciled in the United Kingdom and has been managing funds since Schroder Investment Management (Japan) Limited is domiciled in Japan and has been managing funds since Schroder Investment Management North America Inc. is domiciled in the United States of America and has been managing funds since The Managers, Schroder Investment Management Limited, Schroder Investment Management (Japan) Limited and Schroder Investment Management North America Inc. are wholly-owned subsidiaries of Schroders Plc. Each of the Sub-Funds of the Trust feeds into the corresponding underlying Schroder International Selection Fund, SICAV ( Schroder ISF ) sub-funds stated in Clause 10. Name of the underlying Schroder ISF sub-funds into which the Sub- Funds of the Trust invest 1. Schroder International Selection Fund European Large Cap ("Schroder ISF European Large Cap") 2. Schroder International Selection Fund Japanese Equity ("Schroder ISF Japanese Equity") 3. Schroder International Selection Fund Emerging Markets ("Schroder ISF Emerging Markets") 4. Schroder International Selection Fund Asian Bond Absolute Return ("Schroder ISF Asian Bond") 5. Schroder International Selection Fund Global High Yield ("Schroder ISF Global High Yield") 6. Schroder International Selection Fund Strategic Bond ("Schroder ISF Strategic Bond") 7. Schroder International Selection Fund European Equity Alpha ("Schroder ISF European Equity Alpha") 8. Schroder International Selection Fund Emerging Europe ("Schroder ISF Emerging Europe") Underlying Schroder ISF sub-fund manager Schroder Investment Management Limited Schroder Investment Management (Japan) Limited Schroder Investment Management Limited Schroder Investment Management (Singapore) Ltd Schroder Investment Management North America Inc. Schroder Investment Management Limited Schroder Investment Management Limited Schroder Investment Management Limited Past performance of the Managers and the underlying Schroder ISF sub-fund managers is not necessarily indicative of their future performance. III. THE TRUSTEE AND CUSTODIAN 7. The Trustee under the Deed is HSBC Institutional Trust Services (Singapore) Limited whose registered office is at 21 Collyer Quay, #10-02 HSBC Building, Singapore The custodian is The Hongkong and Shanghai Banking Corporation Limited. IV. OTHER PARTIES 8. Registrar The registrar for the Trust is Schroder Investment Management (Luxembourg) S.A. ( SIMLUX ). SIMLUX has in turn delegated its duties in relation to the Register to Schroder Investment Management (Hong Kong) Limited. The Register may be inspected at 65 Chulia Street, #46-00 OCBC Centre, Singapore during usual business hours subject to such reasonable closure of the register and such restrictions as the Managers or the Trustee may impose. The Register is conclusive evidence of the number of Units held by each Holder. 9. Auditors The auditors of the Trust are PricewaterhouseCoopers LLP of 8 Cross Street, #17-00 PWC Building, Singapore

14 8 V. STRUCTURE OF THE TRUST 10. The Trust is structured as an umbrella fund. Units in the following Sub-Funds are currently available for subscription:- Schroder European Large Cap Equity Fund Schroder Japanese Equity Fund Schroder Emerging Markets Fund Schroder Asian Bond Fund Schroder Asian Equity Yield Fund Schroder Global High Yield Fund Schroder Strategic Bond Fund Schroder European Equity Alpha Fund Schroder Emerging Europe Fund It is the Managers current policy that these Sub-Funds will be feeder funds investing primarily into corresponding sub-funds of the Schroder International Selection Fund, SICAV, an open-ended investment company incorporated in Luxembourg, save for the Schroder Asian Equity Yield Fund which is a direct investment fund. The Schroder ISF qualifies as a SICAV under Part I of the Luxembourg law on undertakings for collective investment dated 17 December Save for the Schroder Asian Equity Yield Fund which is a direct investment fund, each Sub-Fund invests into the respective sub-fund of the Schroder ISF as illustrated below:- Sub-Fund Schroder European Large Cap Equity Fund - S$, included under the CPFIS-OA & SRS - Launched on 24 June 1998 Schroder Japanese Equity Fund - S$, included under the SRS - Launched on 25 August 1999 Schroder Emerging Markets Fund - S$, included under the CPFIS-OA & SRS - Launched on 11 February 2000 Schroder Asian Bond Fund - S$, included under the SRS - Launched on 17 March 2003 Schroder Global High Yield Fund - S$, included under the SRS - Launched on 3 December 2004 Schroder Strategic Bond Fund - S$, included under the SRS - Launched on 4 July 2005 Schroder European Equity Alpha Fund - S$, included under SRS - Launched on 25 April 2005 Schroder Emerging Europe Fund - S$, included under the CPFIS-OA & SRS - Launched on 14 October 2005 Invests into Schroder ISF European Large Cap (Euro) Schroder ISF Japanese Equity (Yen) Schroder ISF Emerging Markets (US$) Schroder ISF Asian Bond Absolute Return(US$) Schroder ISF Global High Yield (US$) Schroder ISF Strategic Bond (US$) Schroder ISF European Equity Alpha (Euro) Schroder ISF Emerging Europe (Euro)

15 9 The Managers may establish Classes of Units within each Sub-Fund. Different Classes within a Sub-Fund will have different features. Where a new Class of a Sub-Fund is established, the Managers may at their discretion re-designate existing Units of that Sub-Fund as a new Class. However, each new Class shall not constitute a separate trust from the Sub-Fund within which it is established nor from existing Classes (if any) within the Sub-Fund. With effect from 1 March 2013 the Managers are offering the following Classes in the following Sub-Fund(s): Sub-Fund Class Currency of Class Schroder Asian Equity Yield Fund Class A * Singapore dollar ("SGD") Class O SGD * With effect from 1 March 2013 existing Units of the Schroder Asian Equity Yield were re-designated as Class A Units. For the Schroder Asian Equity Yield Fund, Class A Units and Class O Units have different distribution policies. Class A Units have distributions paid monthly whilst Class O Units have distributions paid quarterly. Any expense, income and/ or gain which is attributable to a particular Class shall be deducted from or added to (as the case may be) the value of the Schroder Asian Equity Yield Fund which is attributable to that Class. VI. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 11. Investment objective The investment objectives, focus, approach and other features specific to each Sub-Fund are set out in the following Appendices:- Sub-Fund Appendix Schroder European Large Cap Equity Fund 1 Schroder Japanese Equity Fund 2 Schroder Emerging Markets Fund 3 Schroder Asian Bond Fund 4 Schroder Asian Equity Yield Fund 5 Schroder Global High Yield Fund 6 Schroder Strategic Bond Fund 7 Schroder European Equity Alpha Fund 8 Schroder Emerging Europe Fund 9 VII. CPF INVESTMENT SCHEME 12. The Schroder European Large Cap Equity Fund, Schroder Emerging Markets Fund, Schroder Asian Equity Yield Fund and Schroder Emerging Europe Fund are included under the CPFIS. Details are set out in the relevant Appendix for these Sub-Funds. The CPF interest rate for the CPF ordinary account is based on the 12-month fixed deposit and month-end savings rates of the major local banks. Under the CPF Act, the CPF Board pays a minimum interest rate of 2.5% per annum when this interest formula yields a lower rate. The interest rate for the Special and Medisave Accounts ( SMA ) is pegged to the 12-month average yield of 10- year Singapore Government Securities (10YSGS) plus 1%, adjusted quarterly. The interest rate to be credited to the Retirement Account ( RA ) is the weighted average interest rate of the entire portfolio of Special Singapore Government Securities (SSGS) the RA savings are invested in which earn a fixed coupon equal to the 12-month average yield of the 10YSGS plus 1% at the point of issuance, or 4% whichever is higher, adjusted yearly. For 2013, the minimum interest rate for the SMA and RA will be 4.0% per annum. After 31 December 2013, the 2.5% per annum legislated minimum interest rate, as prescribed by the CPF Act, will apply to the SMA and RA. In addition, the CPF Board will pay an extra interest rate of 1% per annum on the first $60, of a CPF member s combined balances, including up to $20, in the CPF ordinary account. The first $20,000 in the CPF ordinary account and the first $40,000 in the CPF special account will not be allowed to be invested under the CPFIS. Investors should note that the applicable interest rates for each of the CPF accounts may be varied by the CPF Board from time to time.

16 10 Subscriptions using CPF Contributions shall at all times be subject to the Regulations and such directives or requirements imposed by the CPF Board from time to time. VIII. FEES AND CHARGES 13. The fees and charges payable in relation to each Sub-Fund are set out below: Fees payable by the Holders of each Sub-Fund Initial Sales Charge Cash Units and SRS Units: Up to 5% of the Gross Investment Sum (maximum 5%) CPF Units: Up to 3% of the Gross Investment Sum (maximum 3%) Realisation Charge Currently nil (maximum 4%) Switching Fee Currently 1% (maximum of 1% and minimum of $5) Fees payable by the Sub-Funds of the Trust Name of Sub-Funds Management Fee* (per annum) Schroder European Large Cap Equity Fund Currently 0% (maximum 1.75%) Schroder Japanese Equity Currently 0% Fund (maximum 1.75%) Schroder Emerging Markets Currently 0% Fund (maximum 1.75%) Schroder Asian Bond Fund Currently 0.4% (maximum 1.75%) Schroder Asian Equity Yield Class A Units and Fund Class O Units: Currently 0% Currently 1.5% (maximum 1.75%) Schroder Global High Yield Currently 0% Fund (maximum 1.75%) Schroder Strategic Bond Currently 0% Fund (maximum 1.75%) Schroder European Equity Alpha Fund + (maximum 1.75%) Schroder Emerging Europe Currently 0% Fund (maximum 1.75%) Trustee Fee* (per annum) Currently not more than 0.05% per annum (currently not subject to any minimum amount) Maximum 0.25%, (subject to minimum $10,000 per annum) Fees applicable at the Schroder ISF level # (per annum) Management Custody Fee Administration Fee Fee 1.25% Up to 0.50% Up to 0.40% 1.25% Up to 0.50% Up to 0.40% 1.50% Up to 0.50% Up to 0.40% 0.75% Up to 0.50% Up to 0.20% N.A. N.A. N.A. 1.00% Up to 0.50% Up to 0.20% 1.00% Up to 0.50% Up to 0.20% 1.50% Up to 0.50% Up to 0.40% 1.50% Up to 0.50% Up to 0.40% * The Management Fee and Trustee Fee are expressed as a percentage per annum of each Sub-Fund s or Class daily net assets during the year. # The fees at the Schroder ISF level are expressed as a percentage per annum of the net assets of the respective Schroder ISF sub-fund. + A Performance Fee of 15% of the outperformance of the underlying sub-fund s benchmark, subject to the High Water Mark, is chargeable at the Schroder ISF level. Such outperformance is the amount by which the increase in the net asset value ( NAV ) per share of the underlying sub-fund exceeds the increase in its benchmark over the relevant performance period and is calculated by reference to the highest NAV per share at the end of any previous performance period (the High Water Mark ), ie. Performance Fees are to be paid on positive returns only where the underlying sub-fund outperforms the benchmark and the High Water Mark. The High Water Mark is reset whenever the underlying sub-fund s NAV exceeds the High Water Mark and Performance Fees are paid out.

17 11 The Managers may at any time differentiate between investors as to the amount of the Initial Sales Charge, the Realisation Charge (if any) and Switching Fee payable (subject to the maximum permitted under the Deed) or allow discounts on such basis or on such scale as the Managers shall deem fit. The Initial Sales Charge, Realisation Charge (if any) and Switching Fee will be retained by the Managers for their own benefit. Investors should note that they may also invest directly in the underlying Schroder ISF sub-funds which have been recognised under the SFA, in accordance with the provisions of the existing Schroder ISF Singapore prospectus (available from the Managers or their distributors). Such investment will not be in Singapore dollars and would be in the relevant currency of the underlying Schroder ISF sub-fund and less fees may be payable thereunder. IX. RISKS, FINANCIAL DERIVATIVE INSTRUMENTS, RISK MANAGEMENT PROCESS AND SUPPLEMENTARY INFORMATION 14. General Risks Investments into the Sub-Funds of the Trust will be subject to different degrees of economic, political, foreign exchange, interest rate, liquidity, repatriation, default and regulatory risks depending on the relevant sub-fund invested into. Investors should be aware that the price of Units and the income from them may go down as well as up. The performance of the Trust may be affected by changes in the market value of securities comprised in the portfolio which are subject to changes in interest rates, economic and political conditions and the earnings growth of corporations whose securities are comprised in the portfolio and is also subject to liquidity and repatriation risks. While the Managers believe that the Trust offers potential for capital appreciation, no assurance can be given that this objective will be achieved. Past performance is not necessarily a guide to the future performance of the Trust. You may not get back your original investment. Investments in the Trust are meant to produce returns over the long-term and are not suitable for short-term speculation. Investors should not expect to obtain short-term gains from such investment. 15. Specific Risks Investments in the Sub-Funds of the Trust are subject to the following risks:- (i) Market Risk The value of investments by a Sub-Fund may go up and down due to changing economic, political or market conditions, or due to an issuer s individual situation. (ii) Equity Risk A Sub-Fund may invest in stocks and other equity securities and their derivatives which are subject to market risks that historically has resulted in greater price volatility than experienced by bonds and other fixed income securities. (iii) Currency Risk The assets and liabilities of a Sub-Fund may be denominated in currencies other than the Singapore dollar and a Sub-Fund may be affected favourably or unfavourably by exchange control regulations or changes in the exchange rates between the Singapore dollar and such other currencies. If the currency in which a security is denominated appreciates against the Singapore dollar, the value of the security would increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security. The Managers may manage the currency risks by hedging through forward currency contracts, currency futures, currency swap agreements or currency options. The currency derivative instruments employed are subject to the risk of default by the counterparty. The unrealised gain on the transaction as well as some of the desired market exposure may therefore be lost. (iv) Interest Rate Risk Investments in bonds, debentures, loan stocks, convertibles and other debt securities may decline in value if interest rates change. In general, the price of debt securities rise when interest rates fall, and fall when interest rates rise.

18 12 (v) Credit Risk A Sub-Fund is subject to the risk that some issuers of debt securities and other investments made by the Sub-Fund may not make payments on such obligations. Further, an issuer may suffer adverse changes in its financial condition 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 security can also affect the security s liquidity and make it more difficult to sell. (vi) Foreign Securities Risk A Sub-Fund that invests in securities throughout the world is subject to numerous risks resulting from market and currency fluctuations, future adverse political and economic developments, the possible imposition of restrictions on the repatriation of currency or other governmental laws or restrictions, reduced availability of public information concerning issuers and the lack of uniform accounting, auditing and financial reporting standards or of other regulatory practices and requirements comparable to those applicable to companies in the investor s domicile. In addition, securities of companies or governments of some countries may be illiquid and their prices volatile and, with respect to certain countries, the possibility exists of expropriation, nationalisation, exchange control restrictions, confiscatory taxation and limitations on the use or removal of funds or other assets, including withholding of dividends. Some of the securities in a Sub-Fund may be subject to government taxes that could reduce the yield on such securities, and fluctuation in foreign currency exchange rates may affect the value of securities and the appreciation or depreciation of investments. Certain types of investments may result in currency conversion expenses and higher custodial expenses. (vii) Industry Risk The value of the Units in a Sub-Fund will be susceptible to factors affecting the respective industries that they cover and may be subject to greater risks and market volatility than an investment in a broader range of securities covering various economic sectors. (viii) Lower Rated, Higher Yielding Debt Securities A Sub-Fund may invest in lower rated, higher yielding debt securities, which are subject to greater market and credit risks than higher rated debt securities. Generally, lower rated debt securities pay higher yields than more highly rated debt securities to compensate investors for the higher risk. The lower ratings of such debt securities reflect the greater possibility that adverse changes in the financial condition of the issuer, or rising interest rates, may impair the ability of the issuer to make payments to holders of the debt securities. Accordingly, an investment in such Sub-Fund is accompanied by a higher degree of credit risk than is present with investments in higher rated, lower yielding debt securities. (ix) Structured Products Risk In respect of Sub-Funds which are invested in structured products (such as American Depositary Receipts, Global Depositary Receipts, fully funded participation notes and warrants) like the Schroder Emerging Europe Fund and the Schroder Emerging Markets Fund, investors may lose part or all of the value of investments in structured products in the event that the issuer of the structured product defaults. Should the counterparty default, the value of the structured products will be nil. There is also the risk that investments in structured products may be adversely affected by changes in the inflationary, political and exchange rate conditions of the underlying assets. However, such structured product instruments provide access to some markets without having to invest locally. (x) Emerging Markets and Frontier Risk A Sub-Fund that invests in the securities of emerging and less developed markets. may be exposed to risks different from and, in some instances, greater than the risks associated with investing in the securities of developed countries. The risks associated with investment in securities of emerging and less developed markets include the risk of greater social, economic, legal, counterparty, operational and political uncertainty and instability and the risk of more substantial government involvement in the relevant economies. The tax laws and procedures established in emerging and less developed markets may also be less well defined when compared to developed countries. (xi) Concentration Risk The Schroder European Equity Alpha Fund may at times hold relatively few investments and be subject to significant losses if it holds a large position in a particular investment that declines in value or is otherwise adversely affected, including default of the issuer.

19 13 (xii) Small Cap Liquidity Risk In respect of the Schroder Emerging Europe Fund and Schroder Asian Equity Yield Fund, investments in small companies can be difficult to sell quickly which may affect the value of the Sub-Fund and, in extreme market conditions, its ability to meet redemption requests upon demand. (xiii) Non-investment Grade Risk In respect of the Schroder Global High Yield Fund, non-investment grade securities 1 will generally pay higher yields than more highly rated securities but will be subject to greater market, credit and default risk. (xiv) Asset-backed/Mortgage-backed Securities Risk In respect of the Schroder Strategic Bond Fund, the issuer of mortgage or asset backed securities may have limited ability to recover amounts due if the underlying borrowers become insolvent or their collateral drops in value. (xv) Short Exposure and Leverage Risk In respect of the Schroder Global High Yield Fund and the Schroder Strategic Bond Fund, each Sub-Fund may hold indirect short exposure in anticipation of a decline of prices of these exposures or increase of interest rate where relevant, or may be leveraged, which may increase the volatility of such Sub-Fund. The above should not be considered to be an exhaustive list of the risks which investors should consider before investing in the Sub-Funds. 16. Financial Derivative Instruments ( FDIs ) (a) Types of FDIs The FDIs which may be used by the Schroder ISF sub-funds include, but are not limited to, options on securities, stock index options, forward currency contracts, currency futures, currency swap agreements, currency options, interest rate futures or options or interest rate swaps, financial or index futures, over-the-counter ( OTC ) options, credit default swaps, equity swaps or futures or options on any kind of financial instrument. The Schroder ISF sub-funds may also enter into volatility futures and options transactions traded on a regulated market. These instruments measure market expectations of near term implied volatility conveyed by stock index prices and are used to hedge volatility within funds. Any such index has to meet the following requirements: the composition of the index is sufficiently diversified, the index represents an adequate benchmark for the market to which it refers, it is published in an appropriate manner. (b) Exposure to FDIs The global exposure of a Schroder ISF sub-fund to FDIs will not exceed the total net assets of such Schroder ISF sub-fund. The Schroder ISF sub-fund s overall risk exposure shall consequently not exceed 200% of its total net assets. In addition, this overall risk exposure may not be increased by more than 10% by means of temporary borrowings 2 so that it may not exceed 210% of any Schroder ISF sub-fund s total net assets under any circumstances. The Schroder ISF sub-funds may use FDIs for investment purposes and for hedging purposes, within the limits of the Luxembourg Law on Collective Investment Undertakings dated 17 December Under no circumstances shall the use of these instruments and techniques cause a Schroder ISF sub-fund to diverge from its investment policy or objective. Schroder ISF sub-funds applying a Value-at-Risk ( VaR ) approach to calculate their global exposure will contain an indication thereto in Appendix III of the Schroder ISF sub-funds Luxembourg Prospectus. 1 Non-investment grade securities refer to securities rated below BBB- by Standard & Poor s or Fitch. 2 The Schroder ISF may not borrow for the account of any Schroder ISF sub-funds, other than amounts which do not in aggregate exceed 10% of the NAV of the Schroder ISF sub-funds, and then only as a temporary measure. For the purpose of this restriction back to back loans are not considered to be borrowings.

20 14 Schroder ISF sub-funds that do not employ the VaR approach will quantify their commitment using a commitment approach. This means that the market risk will be calculated by measuring the underlying exposure of the derivative positions of the Schroder ISF sub-funds by notionally converting these into its underlying assets and will be subject to the investment restrictions set out in Section 3 of APPENDIX I of the Schroder ISF sub-funds Luxembourg Prospectus. (c) Use of FDIs As at the date of this Prospectus, the Schroder ISF sub-funds may invest in FDIs for purposes other than hedging and/or efficient portfolio management in accordance with the Schroder ISF s Luxembourg prospectus and the limits and conditions on the use of FDIs under applicable laws in Luxembourg. (d) Risks on use of FDIs by a Schroder ISF sub-fund The use of FDIs involves increased risks. The ability to use such instruments successfully depends on the relevant investment manager s ability to accurately predict movements in stock prices, interest rates, currency exchange rates or other economic factors and the availability of liquid markets. If the relevant investment manager s predictions are wrong, or if the derivatives do not work as anticipated, the relevant Schroder ISF sub-fund could suffer greater losses than if that sub-fund had not use the derivatives. If a Schroder ISF subfund invests in OTC derivatives, there is increased risk that a counterparty may fail to honour its contract. In the event the relevant investment manager uses 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 relevant investment manager with regular mark-to-market valuations, careful research prior to investment and compliance monitoring to ensure careful compliance with the investment restrictions and limits set out in the Schroder ISF s Luxembourg prospectus with regard to derivatives. (e) Risks on use of FDIs by a Sub-fund A Sub-Fund may use or invest in financial derivatives for the purpose of hedging and/or efficient portfolio management. Where such financial derivatives are financial derivatives on commodities, such transactions shall be settled in cash at all times. A Sub-Fund s use of futures, options, warrants, forwards, swaps or swap options involves 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, 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 overthe-counter derivatives, there is increased risk that a counterparty may fail to honour its contract. Derivatives transactions will not be used for speculation or leverage. In the event that the Managers use such instruments, they will ensure that the risk management and compliance procedures and controls adopted are adequate and have been or will be implemented and that it has the requisite expertise and experience to manage and contain such investment risks. The Managers will ensure that the global exposure of the Sub-Fund to financial derivative instruments or embedded financial derivative instruments will not exceed 100% of the net asset value of the Sub-Fund at all times. Such exposure will be calculated using the commitment approach as described in, and in accordance with the provisions of, the Code. 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. 17. Risk Management and Compliance Controls The Schroder group, being the group of companies to which the Managers belong, has established a Group Derivatives Committee (the Committee ) which assumes responsibility for identifying and overseeing the management of the key operational risks faced by the Schroder group from the use of derivatives. The Committee also approves, communicates and assesses the adequacy and effectiveness of the derivative risk management framework, and will escalate significant issues relating to derivatives to key stakeholders. The Committee reviews and approves funds using derivatives and new derivative instruments to ensure that the key operational risks have been identified and mitigated before launch of the fund or execution of the instrument, and is responsible for the policy on new instruments. After approval by the Committee, new derivative instruments are recorded in a derivative-instruments register. This process is designed to ensure that new derivative instruments are assessed prior to investment by the funds to ensure that the Managers have the appropriate processes and controls in place to mitigate operational, investment and credit risks.

21 15 The Managers fund managers have primary responsibility for ensuring that derivative transactions are consistent with the investment objective of a fund. Derivative positions are monitored to ensure that derivative usage is consistent with a fund s investment objectives and in line with the way a fund is offered. Funds are categorised by their performance/ risk profiles and risk-related parameters are set for each fund category. The risk related parameters are monitored by independent product managers, assisted by an investment risk team, and exceptions are investigated and resolved. The Managers fund managers are required to liaise with the risk or compliance team to agree how the derivative investments should be monitored and clarify any uncertainty in relation to interpretation of rules or monitoring requirements prior to investing or as soon as the uncertainty arises. The risk or compliance team is responsible for performing independent compliance monitoring of investment restrictions. The risk or compliance team ensures that the fund managers are made aware of changes to regulations, including those in relation to derivatives usage. The Managers have a system in place to monitor investment restrictions. Where the system does not have the capability to monitor a particular instrument or restriction, the monitoring process is supplemented either by in-house or external systems and/or manual processes. The Managers will ensure that the risk management and compliance procedures and controls adopted are adequate and that they have the requisite expertise and experience to manage and contain such investment risks. At the written request of an investor, the Managers will procure that supplementary information relating to the relevant Schroder ISF sub-funds risk management process employed by the Schroder ISF sub-funds to measure and manage the risks associated with the use of FDI and the investments of the Schroder ISF sub-funds, including the quantitative limits that are applied and any recent developments in the risk and yield characteristics of the main categories of investments, is provided to such investor, except for any information which the underlying Schroder ISF sub-fund manager or the directors of the Schroder ISF may deem sensitive or confidential in nature or information which if disclosed, would not be in the interest of investors of the Schroder ISF sub-funds generally. The information to be disclosed shall be similar to that which is required to be disclosed under applicable laws and regulations in Luxembourg to investors. X. SUBSCRIPTION/CANCELLATION OF UNITS 18. How to purchase Units Investors may apply for Units of the Schroder Asian Equity Yield Fund using cash, their CPF Contributions or SRS Contributions. Investors may apply for Units of the Schroder European Large Cap Equity Fund, Schroder Emerging Markets Fund, Schroder Emerging Europe Fund, Schroder Japanese Equity Fund, Schroder Asian Bond Fund, Schroder Global High Yield Fund, Schroder Strategic Bond Fund and Schroder European Equity Alpha Fund using cash or SRS Contributions. The availability of subscriptions using CPF Contributions or SRS Contributions is subject to any restrictions from time to time imposed on applications using CPF Contributions or SRS Contributions by any applicable authority. Investors should contact the Managers or the relevant distributors for more information on the availability of subscriptions using CPF Contributions or SRS Contributions. For subscriptions using CPF Contributions or SRS Contributions, investors must complete the application form accompanying this Prospectus and send it to the Managers or their distributors (as the case may be). The Managers will obtain the subscription monies from an investor s account maintained with the relevant CPF Agent Bank or SRS Operator (as the case may be) in respect of subscriptions using CPF Contributions or SRS Contributions. For subscriptions using cash, investors must complete the application form accompanying this Prospectus and send it, together with the subscription monies, to the Managers or their distributors (as the case may be). Subscription monies shall be made payable in accordance with the terms of the application form or as the Managers or the relevant distributors may direct. For first time investors with Schroders, a copy of the identity card or passport should be sent to the Managers. 19. Minimum initial and subsequent investment Minimum Initial Investment S$1,000 Minimum Subsequent Investment S$ Issue Price and Initial Offer Period The Initial Offer Period for Class O of the Schroder Asian Equity Yield Fund will be one day, namely 1 March 2013 (or such other period commencing and ending on such other dates as may be determined by the Managers) during which period Units in Class O will be offered at the Initial Offer Price of S$1.00 per Unit. As Units are issued on a forward pricing basis, the issue price of Units of Class O of the Schroder Asian Equity Yield Fund with effect from 4 March 2013 after its Initial Offer Period and of Units of the other Class(es) and Sub-Funds (including Class A Units of the Schroder Asian Equity Yield Fund shall not be ascertainable at the time of application for subscriptions.