INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS INFORMATION MEMORANDUM. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

Transcription

1 Launch Date 12 January 2017 Manager Pacific Mutual Fund Bhd ( U) a company incorporated in Malaysia under the Companies Act 1965 Trustee CIMB Commerce Trustee Berhad ( A) Exclusive Distributor OCBC Bank (Malaysia) Berhad ( W) INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS INFORMATION MEMORANDUM. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. A member of the OCBC Group FOR INFORMATION CONCERNING CERTAIN RISKS, WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE RISKS COMMENCING ON PAGE 19. THIS INFORMATION MEMORANDUM IS DATED 12 JANUARY

2 If you have any queries about the information contained within, please call OCBC Bank (Malaysia) Berhad (Premier Banking) at or Pacific Mutual at Alternatively, you can drop by any OCBC Bank Branch or visit their website at

3 RESPONSIBILITY STATEMENTS This information memorandum has been seen and approved by the directors of Pacific Mutual Fund Bhd ( the Manager ) and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. STATEMENTS OF DISCLAIMER The Securities Commission Malaysia will not be liable for any non-disclosure on the part of the Manager and takes no responsibility for the contents of the information memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this information memorandum. ADDITIONAL STATEMENTS While it is the duty of the Manager to ensure that all comments given to the media is accurate and true at the time the comments were given, misquotation may still occur either by the media or third parties, which are out of the Manager s control. In such situations, the Manager and its employees hold no responsibility for any claims and liabilities due to the misquotations by the media and/or third parties, and are under no obligation to fulfil any expectation or demand in relation to the misquoted statements. The distribution of this information memorandum and offering, purchase, sale or transfer of units of the Fund in certain jurisdictions may be restricted by law. In these jurisdictions, other than Malaysia, the Manager has not applied to allow distribution of this information memorandum or units of the Fund. Therefore, this information memorandum does not constitute an offer or invitation to purchase units of the Fund in any jurisdiction in which such offer or invitation would be unlawful. i

4 TABLE OF CONTENTS Responsibility Statements... i Table Of Contents... ii Corporate Directory 1 Definitions. 3 Key Information Of The Fund Key Information Of The Target Fund Risks Risks Associated To The Fund 19 Risk Management Strategies And Techniques 19 Risks Associated To The Target Fund 20 Transaction Information. 23 Pricing Policies 23 Minimum Initial Investment 23 Minimum Additional Investment 24 Purchase 24 Redemption 25 Periodic Reporting To Investors 26 Policies And Procedures To Prevent Money Laundering Activities 26 Prudential Control 26 All About The Manager Pacific Mutual Fund Bhd Our Shareholders 27 Our Core Business 27 Our Key Investment Team Members 27 Trustee Of The Fund, Its Duties And Responsibilities CIMB Commerce Trustee Berhad ( A) 29 Delegation Of Share Custodial Functions 29 The Trustee s Responsibilities 29 Trustee s Statement Of Responsibility 29 Rights And Liabilities Your Rights As A Unitholder 30 Your Liabilities As A Unitholder 30 Your Limitations And Restrictions As A Unitholder 30 Winding Up Of The Fund 30 Power To Call For A Meeting 30 Taxation Adviser's Letter Directory Of OCBC Bank (Malaysia) Berhad ii

5 CORPORATE DIRECTORY Manager Pacific Mutual Fund Bhd ( U) Business Office 1001, Level 10, Uptown 1, No. 1 Jalan SS21/58, Damansara Uptown, Petaling Jaya, Selangor Darul Ehsan Tel: Fax: customercare@pacificmutual.com.my Website: Registered Office 19 th Floor, Menara OCBC, No. 18 Jalan Tun Perak, Kuala Lumpur Tel: ; Manager s Delegate (Internal Audit Function) Boardroom Corporate Services (KL) Sdn Bhd (3775-X) Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, Malaysia Tel: Fax: Website: Board Of Directors Gerard Lee How Cheng (Chairman) James Tan Thian Peng Dato Ahmad Zahudi bin Haji Salleh Ong Eu Jin* Datuk Lee Say Tshin* Teh Chi-cheun Audit Committee James Tan Thian Peng (Chairman) Ong Eu Jin** Datuk Lee Say Tshin** Trustee CIMB Commerce Trustee Berhad ( A) Registered Office: Level 13, Menara CIMB, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur Tel: Fax: Website: Business Office: Level 21, Menara CIMB, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur Tel: Fax: Delegate: CIMB Bank Berhad (13491-P) Registered Office: Level 13, Menara CIMB, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur Tel: Fax: Website: Business Office: Level 21, Menara CIMB, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, Kuala Lumpur Tel: Fax: Auditors Ernst & Young (AF: 0039) Level 23A, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Kuala Lumpur Tel: Website: Investment Committee Ong Eu Jin (Chairman)*** Mej. Jen. (B) Dato Paduka Che Hasni bin Che Ahmad Dato Ahmad Zahudi bin Haji Salleh Datuk Lee Say Tshin*** * Independent Directors ** Independent Audit Committee members *** Independent Investment Committee members 1 Corporate Directory

6 Tax Advisers Ernst & Young Tax Consultants Sdn Bhd ( K) Level 23A, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Kuala Lumpur Tel: Website: Banker OCBC Bank (Malaysia) Berhad ( W) Menara OCBC, No. 18 Jalan Tun Perak, Kuala Lumpur Tel: Solicitors For The Manager Soon Gan Dion & Partners Advocates and Solicitors 1 st Floor, No. 73 Jalan SS21/1A Damansara Utama, Petaling Jaya, Selangor Federation Of Investment Managers Malaysia (FiMM) , 6 th Floor, Wisma Tune, No. 19 Lorong Dungun, Damansara Heights, Kuala Lumpur Website: 2 Corporate Directory

7 DEFINITIONS The meaning of some terms in this information memorandum is explained below: Board of Directors / Independent Directors / Directors Bursa Malaysia business day(s) deed financial institution Fund Funds GST Directors of Pacific Mutual Fund Bhd The stock exchange managed or operated by Bursa Malaysia Securities Berhad. A day on which the Bursa Malaysia is open for trading. The Manager may declare certain business days to be a non-business day if the Target Fund is closed for business. The deed and all supplemental deeds (if any) entered into between the Manager and the Trustee in relation to the Fund. If the institution is in Malaysia: (i) licensed bank*; (ii) licensed investment bank*; (iii) licensed Islamic bank # ; or (iv) development financial institutions regulated under the Development Financial Institutions Act Note: * has the same meaning as prescribed under the Financial Services Act 2013 # a bank licensed under the Islamic Financial Services Act 2013 Pacific Asian Income Fund For the purpose of this information memorandum, unless the context otherwise requires, Funds mean all funds managed by the Manager. Tax levied on goods and services pursuant to the Goods and Services Tax Act information memorandum Refers to information memorandum or supplementary or replacement information memorandum (if any) in relation to the Fund. Investment Manager of the Target Fund IOSCO IUTA liquid assets MAS Moody s MYR NAV NAV per unit Pacific Mutual / Company / Manager / we Restricted Singapore Scheme SC Guidelines Lion Global Investors Limited ( D) (formerly known as Lion Capital Management Limited) International Organization of Securities Commissions Institutional Unit Trust Advisers IUTA is an institution, corporation or organisation that is licensed to distribute unit trust funds. IUTA must be registered with the Federation of Investment Managers Malaysia (FiMM). Refers to money market instruments and bank deposits that can be converted into cash within seven (7) business days. Monetary Authority of Singapore Moody s Investors Service Means, Malaysian Ringgit, the official currency of Malaysia. Net asset value (NAV) of the Fund is the total value of the Fund s assets minus its liabilities at a valuation point. In computing the annual management fee and annual trustee fee, the NAV of the Fund should include the management fee and the trustee fee for the relevant day. NAV per unit of the Fund is the NAV divided by the total number of units in circulation, at a particular valuation point. Pacific Mutual Fund Bhd ( U) A scheme constituted in Singapore which is in the list of restricted schemes maintained by MAS under the Sixth Schedule of the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations Guidelines on Unlisted Capital Market Products Under the Lodge and Launch Framework issued by the Securities Commission Malaysia as may be amended from time to time. 3 Definitions

8 SC / Securities Commission short term / medium term / long term sophisticated investor Securities Commission Malaysia SFA Singapore Securities and Futures Act (Chapter 289) Short term - below one year; medium term - one year to three years; long term - above three years. Means any person who comes within any of the categories of investors as set out in Part 1, Schedule 6 and 7 of the Capital Markets and Services Act 2007 ( CMSA ). These would include (but are not limited to) the following: Accredited investors 1. a unit trust scheme, prescribed investment scheme or private retirement scheme; 2. a holder of a Capital Markets Services License; 3. an executive director or a chief executive officer of a holder of a Capital Markets Services License; 4. a closed end fund approved by the Securities Commission; 5. a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010; 6. a licensed institution as defined in the Financial Services Act 2013; 7. an insurance company registered under the Financial Services Act 2013; or 8. Bank Negara Malaysia. High net worth entities 1. a company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies; 2. a corporation that is a public company under the Companies Act 1965 which is approved by the Securities Commission to be a trustee under the CMSA and has assets under management exceeding RM10 million or its equivalent in foreign currencies; 3. a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts; 4. a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies; 5. a statutory body established by an Act of Parliament or an enactment of any State; or 6. a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act High net worth individual 1. an individual a. whose total net personal assets, or total net joint assets with his or her spouse, exceeds RM3 million or its equivalent in foreign currencies, excluding the value of the individual s primary residence; b. who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months; or c. who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies per annum in the preceding 12 months. 4 Definitions

9 sub-investment manager of the Target Fund Target Fund Trustee unitholder(s) USD USD Class C (Distribution) Bank of Singapore Limited ( R) Lion Capital Funds II Lion-Bank of Singapore Asian Income Fund CIMB Commerce Trustee Berhad ( A) The person for the time being who is registered pursuant to the deed as a holder of units, including a jointholder. United States Dollars, the official currency of the United States of America. A class of units of the Target Fund that is denominated in United States Dollar ( USD ) by investing in USD Class C (Distribution). USD Class C with ( Distribution ) where a unit that distributes its net investment income. 5 Definitions

10 KEY INFORMATION OF THE FUND Management Company: PACIFIC MUTUAL FUND BHD ( U) This section contains the salient information about the Fund. Investors should read and understand the whole information memorandum before making any investment decisions. FUND INFORMATION FUND NAME Pacific Asian Income Fund FUND PROFILE Fund Category Fund Type Characteristic Mixed assets feeder fund (wholesale) Growth and income Fairly aggressive BASE CURRENCY Ringgit Malaysia (MYR) INITIAL OFFER PRICE RM INITIAL OFFER PERIOD 12 January February 2017 (21 days) FINANCIAL YEAR END 31 December INVESTMENT OBJECTIVE The Fund aims to provide capital growth and income in the medium to long term by investing in the Target Fund. Any material changes to the Fund s objective would require unitholders approval. Please refer to All About The Target Fund section for detailed information relating to the Target Fund. Income is in reference to the Fund s distribution, which will be in the form of cash or units. 6 Key Information Of The Fund

11 FUND INFORMATION (Continuation) INVESTMENT STRATEGY The Fund will invest at least 95% of its NAV in the USD Class C (Distribution) of the Target Fund managed by Lion Global Investors Limited and Bank of Singapore. The balance of the Fund's NAV that is not invested in the Target Fund will be invested in liquid assets. ASSET ALLOCATION Target Fund allocation: Minimum: 95% of the Fund s NAV Maximum: 100% of the Fund s NAV Liquid assets allocation: Minimum: 0% of the Fund s NAV Maximum: 5% of the Fund s NAV PRINCIPAL RISKS ASSOCIATED TO THE FUND Please refer to page 19. Target fund risk Currency risk Country and/or foreign securities risk PRINCIPAL RISKS ASSOCIATED TO THE TARGET FUND Please refer to pages 20 to 22. Market risk Derivatives risk Covered call writing risk Counterparty risk Issuer risk Currency risk Credit risk Default risk Interest rate risk Risk of mis-management by debt issuers Other risks Risks associated with investments in certain emerging markets within the Asian region 7 Key Information Of The Fund

12 FUND INFORMATION (Continuation) PERFORMANCE BENCHMARK Composite Benchmark (50% in JP Morgan Asia Credit Composite Total Return Index and 50% in MSCI Far East ex Japan Index) INVESTOR PROFILE This Fund is suitable for sophisticated investors who are: seeking capital growth and income ; seeking investments specifically in growth opportunities in emerging markets in the Asian region; have a high tolerance for risk with investments in a portfolio that includes stocks and, investment grade, high yield and unrated bonds; and have a medium to long-term investment horizon. PERMITTED INVESTMENTS Unless otherwise prohibited by the relevant authorities or any relevant law and provided always that there are no inconsistencies with the objective of the Fund, the Fund is permitted under the deed to invest in the following types of permitted investments: The Target Fund or a collective investment scheme with a similar investment objective and strategy with the Fund; Liquid assets; and Any other form of investments as may be agreed upon by the Manager and the Trustee from time to time. INVESTMENT RESTRICTIONS The purchase of investments shall be subject to the following restrictions: The Fund must be invested in only one collective investment scheme, i.e. the Target Fund; The Fund must not invest in: a fund-of-funds; a feeder fund; and any sub-fund of an umbrella scheme which is a fund-of-funds or a feeder fund. The Target Fund has to be managed by another management company or fund manager. Income is in reference to the Fund s distribution, which will be in the form of cash or units. 8 Key Information Of The Fund

13 FUND INFORMATION (Continuation) BASES OF VALUATION OF THE FUND S INVESTMENTS Unquoted collective investments schemes will be valued based on the last published repurchase price; and Cash or fixed deposits placed with financial institutions and bank bills are valued on a daily basis by reference to their nominal values and the accrued interest thereon. UNIT CLASS (WHICH THE FUND WILL FEED INTO) USD Class C (Distribution) INCEPTION DATE The Fund will invest in USD Class C (Distribution) of the Target Fund which was incepted on 3 August Key Information Of The Fund

14 FEES AND CHARGES RELATED TO THE FUND The table below describes the fees and charges that you may DIRECTLY incur when you invest in or redeem units of the Fund. Please note that normal banking charges are applicable to the investors. MAXIMUM SALES CHARGE The sales charge is a fee levied on the purchase of units of the Fund, and is used to pay for marketing, advertising and distribution expenses of the Fund. The sales charge is deducted upfront from the purchase amount, leaving only the net amount invested in the Fund. The sales charge is calculated based on the NAV per unit of the Fund as at the next valuation point after the original application is received and accepted by the cut-off time of 4.00 p.m. on any business day. The maximum rate of sales charge to be imposed by Pacific Mutual and its authorised distributor(s) is 5.00% of the Fund s NAV per unit. The front end fee on the Target Fund is waived. For illustration on the calculation of sales charges, please refer to pages 24 and 25. The following are our special group of investors: Staff of Pacific Mutual and Lion Global Investors Limited and their immediate family members may purchase units of the Fund at the Fund s NAV per unit, without having to pay the sales charge. When investing directly with us, investors of our Saver s Plan package will enjoy a 0.25 percentage point lower sales charge from the normal sales charge imposed by us for each future monthly instalment with effect from the 25 th monthly instalment. REDEMPTION CHARGE There is no redemption charge imposed on unitholders of the Fund. SWITCHING FEE There is no switching facility available for the Fund. TRANSFER FEE There is no transfer fee imposed on unitholders of the Fund. The table below describes the fees and expenses that you may INDIRECTLY incur when you invest in the Fund. ANNUAL MANAGEMENT FEE The annual management fee is a fee charged for the ongoing portfolio management and administration of the Fund (e.g. to maintain unitholders' register, proper records of the Fund and to administer the investments). The annual management fee for the Fund is up to 1.60% per annum of the NAV of the Fund. The annual management fee is calculated based on the NAV of the Fund, accrued on a daily basis and is paid out of the Fund. The annual management fee is payable on a monthly basis. The annual management fee charged by the Target Fund will be fully rebated to the Fund. ANNUAL TRUSTEE FEE The annual trustee fee is a fee paid to the Trustee for the custodial management and administration of the Fund's assets (e.g. transaction settlement, custody and administration costs). The annual trustee fee for the Fund is up to 0.04% per annum of the NAV of the Fund, subject to a minimum of RM12,000 per annum (excluding foreign custodian fee and charges). The annual trustee fee is calculated based on the NAV of the Fund, calculated and accrued on a daily basis and is paid out of the Fund. The annual trustee fee is payable on a monthly basis. 10 Key Information Of The Fund

15 FEES AND CHARGES RELATED TO THE FUND (Continuation) OTHER EXPENSES Expenses directly related to the Fund are management fee, trustee fee and other administrative expenses (e.g. auditor's fee, courier and handling charges, etc). The total annual expenses of the Fund are expressed as a percentage of the average net asset value of the Fund for a financial year or period calculated on a daily basis. Other expenses, which are directly related and necessary to the business of the Fund, may be charged to the Fund. These will include (but are not limited to) the following: fees and other expenses properly incurred by the auditor and tax agent; taxes, including but not limited to GST, and other duties charged on the Fund by the government and other authorities; printing and postage expenses; and any other legitimate administration expenses or relevant professional fees approved by the Trustee. There are fees and charges involved and investors are advised to consider them before investing in the Fund. All fees and charges payable to the Manager and/or the Trustee are subject to any applicable taxes (including but not limited to GST) and/or duties as may be imposed by the government or other authorities from time to time. 11 Key Information Of The Fund

16 TRANSACTION INFORMATION MINIMUM INITIAL AND ADDITIONAL INVESTMENT Cash Plan You may invest by cash on a lump sum basis. The initial investment must be a minimum of RM10,000. There is no minimum additional investment amount for Cash Plan. Saver s Plan You may fix your own time frame for saving, starting with a minimum of five years and a monthly investment in multiples of RM1,000. You may activate your Saver's Plan anytime with an initial investment of two times the monthly investment amount. The Manager has the discretion to accept a lower amount than that disclosed in the information memorandum as the Manager deems fit. All amounts referred to herein include the sales charge and GST on sales charge of the Fund. For more explanation on the sales charge, please refer to pages 24 and 25. Investments made via our IUTA may be subject to their terms and conditions. MINIMUM REDEMPTION AMOUNT There is no minimum redemption amount. MINIMUM HOLDING AND REDEMPTION OF UNITS Please refer to pages 25 and 26. You can withdraw or redeem all or part of your units in the Fund, in writing, at any time provided the minimum number of units left in an account after the partial withdrawal is 500 units. SWITCHING FACILITY There is no switching facility available for the Fund. TRANSFER FACILITY Transfer facility is available for the Fund, free of charge. The transferee must be a sophisticated investor and provide the necessary declaration. The transfer form must be completed in the presence of a witness. For partial transfer, the minimum balance to be maintained in your unit trust account must be 500 units. 12 Key Information Of The Fund

17 OTHER INFORMATION INCOME DISTRIBUTION AND REINVESTMENT POLICY Subject to the availability of income, distribution of income will be on a quarterly basis. Distribution of income is in the form of cash or units. When there are bear markets or economic downturns, realised capital losses may outweigh realised gains and interest income received and thus result in no income distributions being possible. You may opt for income distributions to be paid out to you directly in cash by way of a distribution cheque. In the absence of written instructions to the contrary, distributions declared by the Fund will be automatically reinvested into additional units of the Fund based on the NAV per unit of the Fund on the fourth business day after the declaration of distributions at no cost. Distribution amounting to less than or equal to the amount of RM200 will be automatically reinvested on the fourth business day. Similarly, distribution cheques that are returned through mail will be reinvested based on the Fund s NAV per unit on the date Pacific Mutual receives the returned mail. Income distributions are not guaranteed and may not be repeated. Distributions of income will only be made from realised gains or realised income derived from the investments of the Fund. DEED(S) OF THE FUND Principal Deed: 20 November 2015 First Supplemental Master Deed: 18 April 2016 Second Supplemental Master Deed: 22 December 2016 AVENUE FOR ADVICE You may contact our client relations personnel or OCBC Bank (Malaysia) Berhad as listed on page 36. For information concerning certain risk factors, which should be considered by prospective investors, see Risks commencing on page 19. Unit prices and distributions payable, if any, may go down as well as up. 13 Key Information Of The Fund

18 KEY INFORMATION OF THE TARGET FUND NOTE: THE TARGET FUND IS A RESTRICTED SINGAPORE SCHEME WHICH IS NOT AUTHORISED OR RECOGNISED BY MAS. UNITS OF THE TARGET FUND ARE NOT ALLOWED TO BE OFFERED TO THE RETAIL PUBLIC. ANY WRITTEN MATERIAL RELATING TO THE TARGET FUND IS NOT AN INFORMATION MEMORANDUM AS DEFINED IN THE SFA. NAME OF THE TARGET FUND Lion Capital Funds II Lion-Bank of Singapore Asian Income Fund REGULATORY AUTHORITY Monetary Authority of Singapore DOMICILE Singapore INVESTMENT OBJECTIVE The investment objective of the Target Fund is to provide capital growth and income by investing in a diversified portfolio of investments with a focus in Asian equities and Asian debt securities, and the writing of equity covered call options. The Managers may allocate a significant portion of the Target Fund in cash or cash equivalents during or in anticipation of adverse market conditions. INVESTMENT STRATEGY Investment Process The Target Fund will be actively managed and will invest in equities and exchange traded funds ( ETFs ) quoted or listed on Asian stock exchanges including but not limited to Singapore, Malaysia, Thailand, Indonesia, Philippines, Hong Kong, Taiwan, China and South Korea. Investment in stocks or ETFs listed in the US or other non-asian stock exchanges but with significant business presence or risk exposure in the aforementioned Asian countries is also allowed. Such investments may include Asian companies which are listed as American depository receipts in US, or ETFs listed in London which tracks one or more Asian markets. The Target Fund will also invest in USD-denominated bonds issued from Asian countries, including but not limited to Bangladesh, China, Hong Kong, Indonesia, India, South Korea, Malaysia, Macau, Mongolia, Philippines, Pakistan, Singapore, Sri Lanka, Thailand, Taiwan and Vietnam. The universe will include bonds issued by sovereigns, quasisovereigns, banks and corporates, and shall include investment grade, high yield, as well as unrated bonds. The Target Fund has the option of investing up to 20% of the fixed income assets in non-usd denominated bonds. The Target Fund shall also have the flexibility of writing listed or OTC covered call options on equities held. Up to 30% of the Target Fund s NAV may be held in cash or cash equivalents (including money market instruments). 14 Key Information Of The Target Fund

19 AUTHORISED INVESTMENTS The authorised investments of the Target Fund are as follows: i. Any quoted investment; ii. Any investment in respect of which application for listing or for permission to deal has been made to a recognised stock exchange and the subscription for or purchase of which is either conditional upon such listing or permission to deal being granted within a specified period not exceeding 12 weeks (or such other period as may be agreed between the Investment Manager of the Target Fund and the trustee of the Target Fund) or in respect of which the Investment Manager of the Target Fund is satisfied that the subscriptions or other transactions will be cancelled if the application is refused; iii. Any unquoted investment; iv. Any investment denominated in any currency; v. 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; vi. Any investment which is a futures, option, forward, swap, collar, floor or other derivative; vii. 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; and viii. Any other investment not covered by paragraphs (i) to (vii), and is selected by the Investment Manager of the Target Fund for investment for the Target Fund and is approved by the trustee of the Target Fund, provided that such investment is for the time being not prohibited under applicable laws and/or regulations. INVESTMENT MARKETS The Target Fund may invest in securities quoted or listed on Asian stock exchanges including but not limited to Singapore, Malaysia, Thailand, Indonesia, Philippines, Hong Kong, Taiwan, China and South Korea. Investment in stocks or ETFs listed in the US or other non-asian stock exchanges but with significant business presence or risk exposure in the aforementioned Asian countries is also allowed. The Target Fund will also invest up to 20% of the fixed income assets in bonds issued from Asian countries, including but not limited to Bangladesh, China, Hong Kong, Indonesia, India, South Korea, Malaysia, Macau, Mongolia, Philippines, Pakistan, Singapore, Sri Lanka, Thailand, Taiwan and Vietnam. The Target Fund may invest in securities available in the following markets, where the financial regulator is a member of the IOSCO: Argentina Australia Bahrain Bangladesh Barbados Brazil Cayman Islands Chile China Columbia Cote D'Ivoire Croatia Czech Republic Dominican Republic Egypt El Salvador France Georgia Germany Ghana Hong Kong Hungary India Indonesia Israel Jamaica Japan Jordan Kenya Korea Luxembourg Malaysia Mexico Mongolia Morocco Netherlands Nigeria Oman Pakistan Panama Peru Philippines Poland Qatar Russian Federation Saudi Arabia Singapore South Africa 15 Key Information Of The Target Fund

20 INVESTMENT MARKETS (Continuation) Sri Lanka Switzerland Taiwan Thailand Trinidad and United Arab Turkey Ukraine Tobago Emirates Virgin Islands United Kingdom United States Zambia (British) Note: The Target Fund may also invest in markets where the financial regulator is not an ordinary or associate member of IOSCO. INVESTMENT RESTRICTIONS AND LIMITS The investment restrictions and limits of the Target Fund are as follows: Individual Credit Exposure (Single Bond, excluding Index ETF, Limit): Max. 5% of NAV of the Target Fund. Single Issuer Limit: Max. 10% of NAV of the Target Fund. Single Sector And Country (excluding China) Exposure: Max. 30% of NAV of the Target Fund. Liquidity: Only bonds with issue size above USD150 million will be considered. Currency: Non-USD bond exposure capped at 30% of net asset value of the Target Fund. PERFORMANCE BENCHMARK Composite Benchmark (50% in JP Morgan Asia Credit Composite Total Return Index and 50% in MSCI Far East ex Japan Index) Data source of the indices used in the composite benchmark is Bloomberg. INVESTMENT MANAGER The Investment Manager of the Target Fund is Lion Global Investors Limited (formerly known as Lion Capital Management Limited) ( Lion Global Investors ). Lion Global Investors was incorporated in Singapore on 22 August 1986 and licensed by the Monetary Authority of Singapore as a holder of Capital Markets Services Licence for fund management since 10 October Lion Global Investors is a member of the Oversea-Chinese Banking Corporation Limited (OCBC) Group with total assets under management of S$40.6 billion (US$30.1 billion) as at 30 June Established as an Asian asset specialist since 1986, Lion Global Investors core competence is in managing Asian equities and fixed income strategies and funds to both institutional and retail investors. Its large and experienced investment team of over 40 investment professionals averaging 15 years of relevant investment experience is firmly dedicated to Asian and global equities and fixed income markets. Lion Global Investors network of regional offices outside of Singapore includes Malaysia and Brunei. Lion Global Investors is 70% owned by Great Eastern Holdings Limited and 30% owned by Orient Holdings Private Limited, of which are subsidiaries of OCBC Bank. Lion Global Investors has a 70% stake in Pacific Mutual, a Malaysian fund management company. Lion Global Investors have been managing collective investment schemes and discretionary funds in Singapore since 1987 and investment-linked product funds since For more information about Lion Global Investors, please visit 16 Key Information Of The Target Fund

21 SUB-INVESTMENT MANAGER Bank of Singapore is the dedicated private banking subsidiary of OCBC Bank. It has a strong Aa1 credit rating from Moody s and offers a unique value proposition as a safe Singapore-registered private bank. Bank of Singapore s open-architecture product platform and strong research capabilities, especially in emerging market research, ensure that its clients have the information to make the right decisions for fixed income, equities and money market investments as well as portfolio management, trust and insurance services. The complement of investment, business banking solutions and services such as mortgage financing and corporate finance, through its parent company, OCBC Bank, ensure that its clients banking needs are fully met. Bank of Singapore serves high net worth individuals and wealthy families in our key markets of Southeast Asia, Greater China, Singapore, Philippines, India Sub-Continent and other International markets. Headquartered in Singapore, Bank of Singapore has a branch in Hong Kong as well as representative offices in Manila and Dubai. Bank of Singapore s strong performance has won it industry recognition. It was named Outstanding Private Bank in South East Asia by Private Banker International in Since 2010, it has been consecutively named Best Private Wealth Management Bank in Southeast Asia and Singapore by Alpha South East Asia. Asian Private Banker has named it Best Private Bank in Singapore from 2011 to 2014 and Best Private Bank in the Philippines in 2015, for the second consecutive year. Bank of Singapore has also been consistently ranked among the top 3 private banks in Singapore by Asiamoney and FinanceAsia. OCBC Bank is one of Asia s leading financial services groups and the second largest by assets in Southeast. Asia. It is consistently ranked among the world s strongest and safest banks by leading market research firms and publications. Both the investment manager and sub-investment manager of the Target Fund are regulated by MAS. 17 Key Information Of The Target Fund

22 TRUSTEE HSBC Institutional Trust Services (Singapore) Limited CUSTODIAN The Hong Kong and Shanghai Banking Corporation Limited FEES AND CHARGES Front End Fee Annual Management Fee Exit Fee Annual Trustee Fee Up to 5.0% of the gross investment amount Up to 0.8% p.a. of the NAV for the USD Class C (Distribution) Nil Up to 0.25% p.a. of the NAV of the Target Fund, subject to a minimum of USD17,400 p.a. for the first year and a minimum of USD34,800 p.a. in subsequent years. Note for the Fund s investments in the Target Fund, the front end fees are waived. For information concerning certain risk factors, which should be considered by prospective investors, see Risks commencing on page 19. Unit prices and distributions payable, if any, may go down as well as up. 18 Key Information Of The Target Fund

23 RISKS RISKS ASSOCIATED TO THE FUND Target fund risk This is a risk particular to a fund which feeds into a single target fund. This risk occurs when there is an underperformance or a non-performance due to less optimal investment management at the Target Fund level, in terms of securities selection and market, sector and economic analysis; the Target Fund is temporarily or no longer* aligned with the investment objective and strategies of the Fund; or there is an operational and administrative glitch at the Target Fund level. This risk is mitigated by selecting a fund (Target Fund) which is managed by investment managers that have experience in managing equities and debt securities portfolios. * There is also a risk that the Manager of the Fund (a feeder fund) is unable to find a suitable target fund to replace the Target Fund. The Target Fund is also subject to risk of changes in regulatory environment that would render the Fund to be no longer operational in the way originally intended. Currency risk Investing globally means assets are denominated in currencies other than Malaysian Ringgit. Hence, fluctuations in the exchange rates of these foreign currencies may have an impact on a fund's income and asset valuations. This risk applies to the underlying investments of the Target Fund where adverse fluctuations in exchange rates result in capital losses to the Target Fund, which will also lead to losses to the Fund. This risk is not within the control of the Manager of the Fund but dependent on the risk management strategy of the Investment Manager of the Target Fund. Risk is managed by investing in a fund (the Target Fund) that is managed by an investment manager with experience in managing investments denominated in foreign currencies. Country and/or foreign securities risk This refers to the risks of investing in foreign markets, in particular those of emerging markets within the Asian regions. Asian Markets may be subject to higher than usual risks of political changes, government regulations, social instability or diplomatic developments which could adversely affect the economies of the relevant countries and thus the value of investments in those countries. Investment in some Asian and/or emerging Asia often involve a greater degree of risk due to the nature of such markets which do not fully develop services such as custodian and settlement services often taken for granted in more developed markets. Any of these negative events occurring could result in capital loss to the Target Fund, which in turn result in loss to the Fund. This risk is not within the control of the investment manager of the Fund but dependent on the investment and risk management strategy of the investment manager of the Target Fund. Risk is reduced by investing in a fund (the Target Fund) that is managed by investment managers with experience managing equities and debt securities portfolios. RISK MANAGEMENT STRATEGIES AND TECHNIQUES At the Fund level, the risk management strategies are as follows: Monitoring the Fund s underlying investment (the Target Fund) to continue to meet the Fund s investment objective and is in line with the investment limits; Monitoring the performance of the Fund; Monitoring market and economic conditions, especially where the market and economic conditions relate to foreign currency exchange; and Operational risk arising from international settlement and custody risks are managed through the appointment of an international global custodian. At the Target Fund level, the risk management strategies are as follows: Risk is controlled by broad diversification in countries, sectors and industries; Investment limits put in place to reduce risks include single security limits, limits on single country or sector exposure and maximum duration; and During or in anticipation of adverse market conditions, the Target Fund may allocate a significant portion of NAV in cash or cash equivalents. 19 Risks

24 RISKS ASSOCIATED TO THE TARGET FUND Investors of the Fund should be aware that the price of the units of the Target Fund can go down as well as up and past performance of the Target Fund is not necessarily a guide to the future performance of the Target Fund. Investments in the Target Fund are meant to produce returns over the period of the investment and are not suitable for speculation in the short term. The performance of the Target Fund may be affected by changes in the market value of the assets comprised in the portfolio which are subject to changes in interest rates, foreign exchange, economic and political conditions. Investors of the Target Fund should also note that they may not get back their original investment. The following are the risks associated with the Target Fund: Market risk The risks of investing and participating in listed and unlisted securities apply. Prices of securities may go up or down in response to changes in economic conditions, interest rates, and the market s perception of securities. These may cause the price of units to go up or down as the price of units is based on the current market value of the investments of the Target Fund. There are risks of investing in bonds and other fixed income securities. Bond prices may go up or down in response to interest rates with increases in interest rates leading to falling bond prices. The market prices of bonds and other fixed income securities are also affected by credit risks, such as risk of default by issuers and liquidity risk. There are also risks in investments in emerging markets within the Asian region. Some Asian markets may be more volatile than those in the developed countries. The prices of investments in these markets may be influenced by economic and political conditions and interest rates. Some of the investments, which will be made in smaller markets, may be less liquid and the limited liquidity of these markets may therefore affect the ability of the Target Fund to acquire or dispose of securities at the price and time it desires. The emerging markets within the Asian region and some of the Asian markets may not have well-developed securities laws and regulatory frameworks and their disclosure and regulatory standards may be less stringent than those in developed markets. Accounting and auditing standards and requirements may not have been established in some respects or may differ significantly from international standards and, as a result, there may be situations where the information on a company s accounts may not be an accurate reflection of its financial strength. Derivatives risk The Target Fund may, from time to time invest in derivatives, which are financial contracts whose value depend on, or is derived from, the value of an underlying asset, reference rate or index for the purposes of hedging, efficient portfolio management and meeting its investment objective. Such assets, rates and indices may include (but are not limited to) bonds, shares, interest rates, currency exchange rates, bond indices and stock indices. While the judicious use of derivatives by professional investment managers can be beneficial, derivatives involve risks different from, and, in some cases, greater than, the risks presented by more traditional securities investments. Some of the risks associated with derivatives are market risk, management risk, credit risk, liquidity risk and leverage risk. As the viability of exercising derivative instruments depends on the market price of the investments to which they relate, it may be the case that the investment managers may from time to time consider it not viable to exercise certain derivatives held by the Target Fund within the prescribed period, in which case any costs incurred in obtaining the derivatives will not be recoverable. There is also the risk that the market price of the relevant investment will not exceed the exercise price attached to the derivative instrument at any time during the exercise period or at the time at which the derivative instrument is exercised and this may result in an immediate loss to the Target Fund. The investment managers intend to utilise the covered call option strategy to allow the Target Fund to outperform a direct investment in the underlying portfolio of equities in all scenarios, other than in a strong rising market scenario (though this is not guaranteed). In addition to the generation of option income, the Target Fund may also benefit from reduced overall portfolio risk (though this is not guaranteed). However, in a strong rising market scenario, such a strategy will cause the Target Fund to give up potential appreciation in the value of the equities in its portfolio above the strike price. Covered call writing risk In a situation where the stock market rallies and the investment managers have written a call option on the stocks, there will effectively be a cap to the upside potential and the Target Fund may not be able to obtain the appreciation in the value of the stock. Options are sensitive to the volatility of equity markets. Before expiry of the option, the price of the option can change even though the price of the stock remains unchanged due to time decay volatility. These derivatives strategies used by the investment managers may be affected by market conditions due to regulatory limits and there is no guarantee that the use of such strategies will achieve the desired outcome. 20 Risks

25 Counterparty risk The Target Fund may enter into transactions in OTC markets, which will expose the Target Fund to the credit of their counterparties and their ability to satisfy the terms of such contracts. In the event of a bankruptcy or insolvency of a counterparty, the relevant Target Fund could experience delays in liquidating the position and significant losses, including declines in the value of its investment during the period in which the Target Fund seeks to enforce its rights, inability to realise any gains on its investment during such period and fees and expenses incurred in enforcing its rights. There is also a possibility that the above agreements and derivative techniques are terminated due, for instance, to bankruptcy, supervening illegality or change in the tax or accounting laws relative to those at the time the agreement was originated. Issuer risk A fundamental risk to all fixed income securities is the risk that an issuer will fail to make principal and interest payments when due. Issuers with higher credit risk typically offer higher yields for this added risk. Generally, government securities are considered to be the safest in terms of credit risk, while corporate debt, especially those with poorer credit ratings, have the highest credit risk. Changes in the financial condition of an issuer are also factors that may have an adverse impact on an issuer s credit quality and security values. Currency risk As the investments of the Target Fund may be denominated in foreign currencies other than base currency of the Target Fund, i.e. USD, fluctuations of the exchange rates of foreign currencies against the USD may affect the value of the Target Fund. The Target Fund may from time to time employ currency hedging techniques to manage the impact of the exchange rate fluctuations on the Target Fund and/or for the purpose of efficient portfolio management. Credit risk Bonds and other debt securities are subject to the risk that some issuers of bonds and other debt securities and other investments made by the Target 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 Target Fund. A change in the quality rating of a security can also affect the security s liquidity and make it more difficult to sell. Default risk Investments in debt securities are subject to adverse changes in the financial condition of the issuer, or in general economic conditions, or both, or an unanticipated rise in interest rates, which may impair the ability of the issuer to make payments of interest and principal, especially if the issuer is highly leveraged. Such issuer s ability to meet its debt obligations may also be adversely affected by specific corporate developments, or the issuer s inability to meet specific projected business forecasts, or the unavailability of additional financing. Also, an economic downturn or an increase in interest rates may increase the potential for default by the issuers of these securities. Interest rate risk Investments in debt securities are also subject to the risk of interest-rate fluctuations, and the prices of debt securities may go up or down in response to such fluctuations in interest rates. Risk of mis-management by debt issuers The debt securities which the Target Fund invests into may be issued by companies in emerging markets within the Asian region. Unlike developed markets, such emerging market companies are generally less transparent, have poorer corporate governance standards and are less well regulated. There are risks that management of such companies may not act at all times in the companies best interest or may be subject to fraud, corruption or mis-management, which could have an adverse impact on the companies credit standing or negatively affect such companies ability to repay the principal and/or interest on debt securities which may have been invested into by the Target Fund. Other risks The Target Fund s investments are also subject to liquidity and regulatory risks, for example, the introduction of new laws, the imposition of exchange controls, the adoption of restrictive provisions by individual companies or where a limit on the holding of the Target Fund in a particular company, sector or country by non-residents (individually or collectively) has been reached. In addition, the Target Fund will be exposed to the credit risk of parties with whom it trades and will bear the risk of settlement default. The trustee of the Target Fund may also be instructed by the investment manager of the Target Fund to settle transactions on a delivery free of payment basis where the investment manager of the Target Fund believes that this form of settlement is common market practice. Investors of the Fund should be aware that this may result in a loss to the Target Fund if a transaction fails to settle, and the trustee of the Target Fund will not be liable to the Target Fund for such loss. Where any of the risks above occur and adversely impact the performance of the Target Fund, the nonperformance of the Target Fund will result in capital losses to the Fund. 21 Risks