SINGAPORE PROSPECTUS LGLOBAL FUNDS Investment Company with variable capital in Luxembourg

Transcription

1 31 July 2014 SINGAPORE PROSPECTUS LGLOBAL FUNDS Investment Company with variable capital in Luxembourg LGlobal Funds 33 rue de Grasperich L-5826 Hesperange Grand Duchy of Luxemburg T : F : Co Reg No: B

2 This Singapore Prospectus incorporates and is not valid without the attached Luxembourg Prospectus (the Luxembourg Prospectus ) dated July 2014 for LGlobal Funds (the Company ). The Company is an openended investment company constituted outside Singapore, organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and qualifies as a société d investissement à capital variable. The Company has appointed Lion Global Investors Limited (Company Registration No D) (whose details appear in the Directory of this Singapore Prospectus) as its Singapore Representative and agent for service of process in Singapore.

3 CONTENTS TABLE OF CONTENTS PAGE Important Information... 1 Directory THE COMPANY THE FUNDS MANAGEMENT AND ADMINISTRATION OTHER PARTIES STRUCTURE OF THE FUNDS INVESTMENT OBJECTIVES AND POLICIES FEES, CHARGES AND EXPENSES RISK FACTORS DEALING SUBSCRIPTION REDEMPTION SWITCHING OF SHARES SUSPENSION OF DEALINGS OBTAINING PRICE INFORMATION PERFORMANCE OF THE FUNDS, EXPENSE RATIOS AND TURNOVER RATIOS CONFLICTS OF INTEREST REPORTS FINANCIAL DERIVATIVE INSTRUMENTS SOFT DOLLAR COMMISSIONS QUERIES AND COMPLAINTS OTHER MATERIAL INFORMATION i

4 Important Information The following collective investment schemes offered in this Singapore Prospectus, each a Fund and collectively, the Funds, are established as funds of the Company: LGlobal Funds Asia High Dividend Equity (the Asia High Dividend Equity Fund ) LGlobal Funds Asian High Conviction Equity (the Asian High Conviction Equity Fund ) LGlobal Funds Asia High Yield Bond (the Asia High Yield Bond Fund ) LGlobal Funds Asia Local Currency Bond (the Asia Local Currency Bond Fund ) The Funds offered in this Singapore Prospectus are recognised schemes under the Securities and Futures Act, Chapter 289 of Singapore (the SFA ). A copy of this Singapore Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the MAS ). The MAS assumes no responsibility for the contents of this Singapore Prospectus. Registration of this Singapore Prospectus by the MAS does not imply that the SFA or any other legal or regulatory requirements have been complied with. The MAS has not, in any way, considered the investment merits of the Funds. The Company and the Funds have been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF ). The Company has been authorised under Part I of the Luxembourg law of 17 December 2010 relating to undertakings for collective investment and qualifies as an Undertaking for Collective Investments in Transferable Securities ( UCITS ). The date of registration of this Singapore Prospectus with the MAS is 31 July This Singapore Prospectus shall be valid for a period of 12 months from the date of the registration (up to and including 30 July 2015) and shall expire on 31 July This Singapore Prospectus relating to the Funds incorporates and is not valid without the Luxembourg Prospectus. Unless the context otherwise requires, terms defined in the Luxembourg Prospectus shall have the same meaning when used in this Singapore Prospectus except where specifically provided for in this Singapore Prospectus. Certain defined terms can be found in the Definitions section of the Luxembourg Prospectus. Where there is conflict between this Singapore Prospectus and the Luxembourg Prospectus, unless otherwise stated herein, this Singapore Prospectus will supersede the Luxembourg Prospectus. For purposes of this Singapore Prospectus, unless the context otherwise requires, references to a Shareholder are references to a person who is named in the register of shareholders of the Company. Each Fund is a separate portfolio of securities managed in accordance with a specific investment objective. Separate classes of Shares may be issued in relation to a Fund. Potential investors should note that the Funds are subject to market fluctuations and that there can be no assurance that any appreciation in value will occur. The value of investments and the income from them, and therefore the value of, and income from the Shares, can go down as well as up and an investor may not get back the amount invested. Investors in the Company agree that data relating to them, their account and account activities may be stored, changed or used by Lion Global Investors Limited ( Lion Global Investors ) or its related companies (the Group ). Storage and use of this data within the Group is in relation to the servicing of, and maintaining the business relationship with investors. Data may be transmitted to other companies within the Group, intermediaries and other parties in business relationship within the Group. The Board of Directors of the Company (the Board of Directors ) have taken all reasonable care to ensure that the information contained in this Singapore Prospectus is, to the best of their knowledge and belief, in accordance with the facts and does not omit anything material in respect of such information. The Board of Directors accepts responsibility accordingly. The distribution of this Singapore Prospectus is restricted to within Singapore only and the offering of the Shares may be restricted in certain jurisdictions; persons into whose possession this Singapore Prospectus comes are required to inform themselves about and to observe any such restrictions. This Singapore Prospectus does not constitute an offer by anyone in any jurisdiction in which such offer is not authorised, or to any person to whom it is unlawful to make such offer. 1

5 Prospective investors should review this Singapore Prospectus carefully and in its entirety and consult with their legal, tax and financial advisers in relation to (i) the legal and regulatory requirements within their own countries for the subscribing, purchasing, holding, switching, redeeming or disposing of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the subscribing, purchasing, holding, switching, redeeming or disposing of Shares; (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, switching, redeeming or disposing of Shares; and (iv) any other consequences of such activities. Investors are advised to carefully consider the risk factors set out in Appendix II Risks of Investment of the Luxembourg Prospectus and the sections headed Specific Risk Considerations which relate to each Fund as set out in Appendix III Fund Details of the Luxembourg Prospectus, and to refer to paragraph 8 of this Singapore Prospectus. If you are in any doubt about the contents of this Singapore Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. The Shares are offered on the basis of the information contained in this Singapore Prospectus and the documents referred to in this Singapore Prospectus. No person is authorised to give any information or to make any representations concerning the Company or the Funds other than as contained in this Singapore Prospectus. Any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Singapore Prospectus will be solely at the risk of the purchaser. Investors may wish to consult their independent financial adviser about the suitability of any Fund for their specific investment needs. The delivery of this Singapore Prospectus or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the Company and/or the Funds have not changed since the date of registration of this Singapore Prospectus with the MAS. To reflect material changes, this Singapore Prospectus may be updated from time to time and investors should investigate whether any more recent Singapore Prospectus is available. For enquiries in relation to the Company or any Fund, investors may contact the Singapore Representative at 65 Chulia Street, #18-01 OCBC Centre, Singapore , telephone number: (65) , or any appointed Singapore Distributors. Investors should note that each Fund may have a high volatility to its net asset value as a result of its investment policy or portfolio management techniques. Investors are advised to carefully consider each Fund s investment objective, policy and strategy as set out in Appendix III Fund Details of the Luxembourg Prospectus and paragraph 6 of this Singapore Prospectus, before investing in the relevant Fund. IMPORTANT: PLEASE READ AND RETAIN THIS SINGAPORE PROSPECTUS, AS AMENDED FROM TIME TO TIME, FOR FUTURE REFERENCE. 2

6 Directory BOARD OF DIRECTORS Gerard Lee James Tan Thian Peng Patricia Chan REGISTERED OFFICE OF THE COMPANY 33, rue de Gasperich, L-5826 Hesperange, Grand-Duchy of Luxembourg MANAGEMENT COMPANY MDO Management Company S.A., 19, rue de Bitbourg, L-1273 Luxembourg, Grand-Duchy of Luxembourg INVESTMENT MANAGER Lion Global Investors Limited (Company Registration No D), 65 Chulia Street, #18-01 OCBC Centre, Singapore CUSTODIAN BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, L-5826 Hesperange, Grand Duchy of Luxembourg ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT, DOMICILIARY AGENT BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, L-5826 Hesperange, Grand Duchy of Luxembourg AUDITOR PricewaterhouseCoopers, société coopérative, 400, route d Esch, L-1471 Luxembourg, Grand-Duchy of Luxembourg GLOBAL DISTRIBUTOR Lion Global Investors Limited (Company Registration No D), 65 Chulia Street, #18-01 OCBC Centre, Singapore SINGAPORE REPRESENTATIVE AND AGENT FOR SERVICE OF PROCESS IN SINGAPORE Lion Global Investors Limited (Company Registration No D), 65 Chulia Street, #18-01 OCBC Centre, Singapore LEGAL ADVISERS AS TO SINGAPORE LAW Chan & Goh LLP, 50 Craig Road, #03-01, Singapore LEGAL ADVISERS AS TO LUXEMBOURG LAW Elvinger Hoss & Prussen, 2 Place Winston Churchill, BP 425, L-2014 Luxembourg, Grand Duchy of Luxembourg 3

7 LGLOBAL FUNDS 1. THE COMPANY 1.1 The Company is an umbrella-structured open-ended investment company with limited liability, organised as a société anonyme and qualifies as a société d investissement à capital variable ( SICAV ). The Company comprises several Funds. Each Fund may have one or more classes of Shares. 1.2 The Company is authorised under Part I of the Luxembourg law of 17 December 2010 relating to undertakings for collective investment ( 2010 Law ) (as may be amended from time to time) and qualifies as an Undertaking for Collective Investments in Transferable Securities ( UCITS ). 1.3 The Company was incorporated in Luxembourg on 3 May Its Articles of Incorporation ( Articles ) were published in the Mémorial on 30 June The Company is registered with the Registre de Commerce et des Sociétés, Luxembourg, under number B The Company exists for an indefinite period. 1.4 Full details of the Company are set out under the General Information section of the Luxembourg Prospectus. 1.5 Copies of the Articles (as amended from time to time) and the most recent annual and semi-annual reports (when available) of the Company may be inspected during usual business hours of the Singapore Representative at its business address. 2. THE FUNDS 2.1 The Board of Directors may establish one or more funds under the Company from time to time. The Funds which may be offered to investors in Singapore in this Singapore Prospectus are the Asia High Dividend Equity Fund, the Asian High Conviction Equity Fund, the Asia High Yield Bond Fund and the Asia Local Currency Bond Fund. 2.2 The Board of Directors may decide to create new share classes in a Fund from time to time. As at the date of registration of this Singapore Prospectus, the following table indicates the different classes of Shares in each Fund available for offer in Singapore (each a Share Class and collectively known as the Share Classes ). Fund Share Classes* Fund Currency Class A Class I Class L Asia High Dividend Equity Fund A USD Acc A USD Dist I USD Acc I USD Dist L USD Acc L USD Dist USD A USD QDist I USD QDist L USD QDist A SGD Acc I SGD Acc L SGD Acc A SGD Dist I SGD Dist L SGD Dist A SGD QDist I SGD QDist L SGD QDist Asian High Conviction Equity Fund A USD Acc A USD Dist A USD QDist I USD Acc I USD Dist I USD QDist L USD Acc L USD Dist L USD QDist USD A SGD Acc I SGD Acc L SGD Acc A SGD Dist I SGD Dist L SGD Dist A SGD QDist I SGD QDist L SGD QDist 4

8 Fund Share Classes* Fund Currency Class A Class I Class L Asia High Yield Bond Fund A USD Acc A USD Dist I USD Acc I USD Dist L USD Acc L USD Dist USD A USD QDist I USD QDist L USD QDist A SGD-Hedged Acc^ I SGD-Hedged Acc^ L SGD-Hedged Acc^ A SGD-Hedged Dist^ I SGD-Hedged Dist^ L SGD-Hedged Dist^ A SGD-Hedged QDist^ I SGD-Hedged QDist^ L SGD-Hedged QDist^ Asia Local Currency Bond Fund A USD Acc A USD Dist I USD Acc I USD Dist L USD Acc L USD Dist USD A USD QDist I USD QDist L USD QDist A SGD Acc I SGD Acc L SGD-Hedged Acc^ A SGD-Hedged Acc^ I SGD-Hedged Acc^ L SGD-Hedged Dist^ A SGD Dist A SGD-Hedged Dist^ I SGD Dist I SGD-Hedged Dist^ L SGD-Hedged QDist^ A SGD QDist I SGD QDist A SGD-Hedged QDist^ I SGD-Hedged QDist^ *Each Class of Shares is available for subscription in USD and SGD. Class A Shares are available to all investors. Class I Shares are only available to institutional investors within the meaning of article 174 of the 2010 Law. Class L Shares are only available to the Investment Manager, investment funds managed by the Investment Manager, certain Distributors and to such other investors as may be approved by the Directors. ^Hedged Share Classes will only be launched if aggregate initial subscription amounts reach at least USD100,000 or its equivalent in another currency. 2.3 Shares may be issued as Accumulation Shares or Distribution Shares which may have a different Distribution Period. Further details as to the Distribution Period for each type of Distribution Shares and the denomination thereof are provided under section 3.3 Dividends and in Appendix III of the Luxembourg Prospectus in relation to each Fund. Investors may enquire at the Singapore Representative or the appointed Singapore Distributors whether any Distribution Shares are available within each Share Class and Fund. Distribution Shares will be referenced as Dist Shares (reading for example: A USD Dist) and Accumulation Shares are referenced as Acc Shares (reading for example: A USD Acc). Distribution Shares referenced as Dist will distribute their income on an annual basis. Distribution Shares referenced as QDist will distribute their income on a quarterly basis. 2.4 Investors are informed that not all Distributors offer all Share Classes or Funds. A list of all the available Share Classes can be obtained free of charge from the registered office of the Singapore Representative or the Distributors. 2.5 The Directors may decide to create within each Fund different Share Classes whose assets will be commonly invested pursuant to the specific investment policy of the relevant Fund, but where a specific fee structure, currency of denomination, eligibility requirements or other specific feature may apply to each Share Class. A separate Net Asset Value per Share 1, which may differ as a consequence of these variable factors, will be calculated for each Share Class. 1 Net Asset Value per Share in relation to any Shares of any Share Class, means the net asset value per Share determined in accordance with the relevant provisions described under the heading Calculation of the Net Asset Value per Share at section 2.3 of the Luxembourg Prospectus. 5

9 2.6 Distribution Share Classes will normally pay dividends and the declaration and payment of dividends is subject to the dividend policy referred to in 3.3 Dividends Dividend Policy of the Luxembourg Prospectus. 2.7 Dividend Policy Dividends may be paid out of income and/or capital. Any distribution of dividends which is made out of capital will reduce the net asset value of the Company. Please refer to 3.3 Dividends Dividend Policy of the Luxembourg Prospectus for further information on the Company s dividend policy. 2.8 Full details of the Funds are set out in Appendix III Fund Details of the Luxembourg Prospectus. 3. MANAGEMENT AND ADMINISTRATION Full details on the management and administration of the Fund are set out under the General Information section of the Luxembourg Prospectus. 3.1 Board of Directors The Board of Directors is responsible for the management and control of the Company including the determination of investment policies and of investment restrictions and powers The Board of Directors of the Company has appointed the Management Company to perform investment management, administration and marketing functions as described in Annex 2 of the 2010 Law The directors of the Company are as follows: Gerard Lee How Cheng Mr Lee is currently Chief Executive Officer and Chief Investment Officer of Lion Global Investors. Prior to joining Lion Global Investors, he was Chief Executive Officer at Fullerton Fund Management Company Limited, a wholly owned subsidiary of Temasek Holdings Pte Ltd, from June 2004 to November Before joining Temasek Holdings Pte Ltd, Mr Lee had held various positions as Deputy Chief Investment Officer at Deutsche Asset Management Singapore, Head of Fixed Income Sales at SBC Warburg Singapore and Head of Government of Singapore Investment Corporation Pte Ltd s New York Office. Mr Lee holds a Bachelor of Science (Honours) degree and is a CFA Charterholder. He is also a distinguished Financial Industry Certified Professional (DFICP) and serves as an advisor to ACI Singapore and CFA Singapore. James Tan Thian Peng Mr Tan is Chief Operating Officer at Lion Global Investors. Mr Tan has over 20 years of experience in operations and information technology. Prior to Lion Global Investors, he was a director at Credit Suisse where he headed up its Asia Cash Securities Operations. He was previously Executive Director at Morgan Stanley Investment Management Company, the asset management arm of Morgan Stanley, where he oversaw its Asia Pacific operations. Mr Tan graduated from the National University of Singapore in 1989 with a Bachelor of Accountancy (Honours). Patricia Chan Ms Patricia Chan is the Chief Marketing Officer at Lion Global Investors. She has over 25 years of experience in the fund management industry. Ms Chan began her career with OCBC Bank in Corporate Banking, where she subsequently set up and headed the credit administration department. In 1988, Ms Chan was Head of Retail Marketing at OCBC Asset Management and later headed the institutional marketing and client servicing teams. In 2000, she 6

10 left to join Schroder Investment Management (Singapore) as Associate Director of Retail Marketing and rejoined OCBC Asset Management in 2004 as Head of Institutional Client Relationship Management. Ms Chan has a Master of Financial Planning from the University of Southern Queensland and a Bachelor of Science in Estate Management from the University of Singapore. She holds the Certified Financial Planner designation. 3.2 Management Company The Company has appointed MDO Management Company S.A. (the Management Company ) to serve as its management company within the meaning of the Law of 17 December The Management Company will provide, subject to the overall control of the Board of Directors and without limitation, (i) investment management services, (ii) administrative services and (iii) marketing services to the Company. The rights and duties of the Management Company are further set out in Articles 107 et seq. of the Law of 17 December The Management Company acts at all times honestly and fairly in conducting its activities in the best interest of the shareholders and in compliance with the Law of 17 December 2010, this Singapore Prospectus and the Articles of Incorporation of the Company. The Management Company is in charge of the day-to-day operations of the Company Within this mandate, the Management Company has authority to commit and act on behalf of the Company and the Funds. The Management Company was incorporated as a société anonyme under the laws of Luxembourg on 23 October 2003 for an indefinite period. The Management Company is registered with the Luxembourg Trade and Companies Register under the number B and is approved as a management company under Chapter 15 of the 2010 Law. The Management Company is also regulated by the Commission de Surveillance Secteur Financier in Luxembourg. The Management Company was established in Luxembourg and is authorised to and has been managing collective investment schemes set up as UCITS and undertakings for collective investment ( UCIs ) since As at the date of registration of this Singapore Prospectus, the Management Company has managed collective investment schemes or discretionary funds for approximately 11 years, with total assets under management of about EUR 13 billion as at 30 April Besides managing the Company, the Management Company currently manages additional undertakings for collective investments, the list of which can be obtained from the Management Company. The Management Company in accordance with the Law of 17 December 2010 and the applicable regulations of the CSSF has sufficient and appropriate organisational structures and internal audit mechanisms. It is in particular acting in the best interest of the Company and the Funds respectively and ensures that conflicts of interests are avoided and that the compliance with decisions and procedures, a fair treatment of shareholders and the compliance with the defined risk management policies is ensured. It has and maintains effective and permanent compliance, internal audit and risk management functions which each are independent The board of directors of the Management Company is composed as follows: Chairman : Mr. Géry Daeninck, Independent Management Consultant Directors : Mr. John Li, Independent Management Consultant Géry Daeninck Mr. Garry Pieters, Independent Management Consultant Mr. Yves Wagner, Independent Management Consultant Mr. Martin Vogel, Chief Executive Officer, MDO Management Company S.A. Mr. Gery Daeninck is the chairman of the Management Company. Mr. Gery Daeninck was a Principal at McKinsey & Company. He was also the Chief Executive Officer and Chief Operating Officer at Robeco N.V. Mr. Daeninck worked in the operations research field and as a senior management consultant. As the Chief Operating Officer of an international airline, he was responsible for its corporate development. 7

11 In 1997, Mr. Daeninck joined the Robeco Group as a Member of the Strategy Committee and as its coordinator for finance and systems. He has been the Chairman and Director at Robeco Groep NV since the beginning of Mr. Daeninck serves as a Director at Bank Sarasin & Co. AG. He graduated as a Mechanical Engineer at Ghent University in Belgium in 1974, completed postgraduate studies as Industrial Management Engineer at the Catholic University of Louvain in Belgium in 1975, and M.Sc. in Management at the Massachussetts Institute of Technology in John Li John Li is an Associate of The Directors Office, the leading practice of independent Directors in Luxembourg since November John trained and qualified as a Chartered accountant in the UK. He moved to Luxembourg in During the last 25 years John Li worked essentially in the financial sector auditing and advising clients such as banks, investment funds and insurance companies. Clients from Europe, US, Japan and Asia offered John extensive experience in dealing with international companies. John was a Partner at KPMG Luxembourg for more than 20 years during which he was Managing Partner for 8 years ( ) before taking on the role Of Chairman of the Supervisory Board for 3 years ( ). He was also a member of the Leadership team of the Global Investment Management Practice in KPMG. Garry Pieters Garry Pieters is an Associate of The Directors Office, the leading practice of independent Directors in Luxembourg. Garry has over 25 years of experience in the field of finance and asset management. His experience in the financial industry and in particular of fund management covers investment management, product development, legal, marketing, distribution and general management. He has been directly responsible for fund launches of various types of portfolios including plain vanilla, derivative, funds of funds and alternative strategy funds. Garry Pieters has worked in Luxembourg, the Netherlands and Asia. Yves Wagner Yves Wagner is an Associate of The Directors Office, the leading practice of independent Directors in Luxembourg. He has both an academic and professional career. He is Doctor in Economic Science and started working as a university professor. After a strong career within the Fortis Group, he co-founded The Directors Office. As an independent director today, he still teaches or holds chairs at different Universities and Business Schools, such as the University of Luxembourg, the Institut de Formation Bancaire, the Agence pour le Transfert de Technologies Financières and the Académie Bancaire Européenne. He is an advisor in research to the Luxembourg School of Finance. Dr Yves Wagner is also the President of the Luxembourg Society of Financial Analysts. Martin Vogel Martin Vogel is an Associate of The Directors Office, the leading practice of independent Directors in Luxembourg. He is also the Chief Executive Officer of MDO Management Company S.A. Martin started his career nearly 20 years ago. In 1993 he was admitted as a Member to the Swiss Bar Association and the International Bar Association. Martin s most recent role was as Managing Director and Member of the Executive Management Committee for Bank Julius Baer & Co. Ltd, Zurich. During his time with Julius Baer he developed the international mutual fund business, built up the private label business and strengthened the group s global custody business. He also represented Julius Baer at various professional associations such as the SFA, EFAMA and ALFI. Martin Vogel also advises companies on structural, strategic and product / distribution related matters The Management Company is permitted to delegate, for the purpose of a more efficient conduct of its activities, one or more of its functions and duties to third parties, provided that it retains responsibility and oversight over such delegates and that such delegation does not prevent the Management Company from acting or the Company from being managed in the best interests of its investors. The delegation to third parties is subject to the approval of the Company and the CSSF. The Management Company s liability shall not be affected by the fact that it has delegated some of its functions and duties to third parties. The Management Company will monitor the activities of the third parties to which it has delegated functions on a continued basis. The agreements entered between the Management Company and the relevant third parties provide that the Management Company can give further instructions to such third parties, and that it can withdraw their mandate with immediate effect if this is in the interest of the Shareholders at any time. The Management Company s liability towards the Company is not affected by the fact that it has delegated certain functions to third parties. In that context, the Management Company has delegated certain administration functions to the Administrator 8

12 and may delegate certain marketing functions to the Global Distributor. The Management Company has also delegated certain investment management functions to the Investment Manager as more fully described in paragraph 3.3 of this Singapore Prospectus. 3.3 Investment Manager With the consent of the Directors, the Management Company has appointed Lion Global Investors as the Investment Manager of the Company. Lion Global Investors holds a capital markets services licence for fund management issued by the MAS and is regulated by the MAS. Lion Global Investors is a member of the Oversea-Chinese Banking Corporation Limited (OCBC) Group with total assets under management of S$31.4 billion as at 31 March Established as an Asian asset specialist since 1986, Lion Global Investors core competence are 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 14 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, Brunei and China Lion Global Investors is 70% owned by Great Eastern Holdings Limited and 30% owned by Orient Holdings Private Limited, both subsidiaries of OCBC Bank. Lion Global Investors has a 70% stake in Pacific Mutual Fund Berhad, a Malaysian fund management company. The Investment Manager has been managing collective investment schemes and discretionary funds in Singapore since 1987 and investment-linked funds since For more information about Lion Global Investors, please visit Investors should note that the past performance of the Investment Manager is not necessarily indicative of its future performance Key Portfolio Managers for the Funds Portfolio Manager for the Asia High Dividend Equity Fund Lim Fang Suan, the Portfolio Manager, has 23 years of investment experience covering Asian equities. He is a senior fund manager in the Asian equities team at Lion Global Investors. He is the lead manager for Asia Pacific (ex-japan) High Dividend Yield portfolios as well as other regional mandates such as Asia Pacific Shariah and Far East (ex-japan). Previously, he was the lead manager for the ASEAN Equity strategy and the country specialist for Thailand and Vietnam. Prior to joining Lion Global Investors in 2007, Fang Suan was a director at AGF Asset Management Asia with responsibilities in investment management. He has also held senior investment management roles at NTUC Income Insurance Co-Operative, SG Asset Management (Singapore), Nomura Asset Management Singapore and UOB Asset Management. Fang Suan graduated with a Bachelor of Electrical Engineering with Honours from the National University of Singapore and holds the Chartered Financial Analyst (CFA) designation. Portfolio Manager for the Asian High Conviction Equity Fund Tan Aik Chye, the Portfolio Manager, has 24 years of experience in the financial industry. He is the head of Asian equities at Lion Global Investors. He is responsible for managing the Asian equities team and ensuring the implementation of the firm s investment strategy and process. He is the lead manager of the Asia Pacific ex-japan High Conviction portfolio and co-manager of the Asia Pacific ex-japan High Dividend Yield portfolio. Previously, he was a senior fund manager focused on Asia Pacific ex-japan regional strategies. Prior to joining Lion Global Investors in 2004, Aik Chye was a fund manager specialised in the developed and emerging equity markets of Australia, Thailand, Malaysia, Indonesia and the Philippines at AIB Govett (Asia). Before this, he worked in corporate financing at Peregrine Capital Singapore and IBJ Merchant Bank (Singapore); and at Ernst & Young as a senior auditor covering Singapore and Indonesia. 9

13 Aik Chye graduated with a Bachelor of Accountancy from the National University of Singapore and holds the Chartered Financial Analyst (CFA) designation. Portfolio Manager for the Asia High Yield Bond Fund Veronica Ng, the Portfolio Manager, has 26 years of experience in the financial industry. She is a senior fixed income portfolio manager responsible for managing global and Asian-specific institutional mandates and retail funds at Lion Global Investors. She also co-heads the Asian credit strategy team. Veronica has extensive experience in bond portfolio management, having managed a wide range of mandates including interest rates, credit and currencies specific to both Asian and the broader developed markets. Veronica has also been involved in managing private debt, equities hedging overlay and corporate banking. Prior to joining Lion Global Investors in 1999, she worked at Rabobank, UBS AG and DBS Bank. Veronica graduated with a Master of Science in Finance from California State University and a Bachelor of Business Administration from the National University of Singapore. She has been ranked in the search for The Most Astute Investor in the category of G3 Asia Bonds (Global) for at least three years, mostly recently in 2013, by The Asset Magazine, a leading publication specialising in Asia-wide finance, banking, economic and capital market news. Portfolio Manager for the Asia Local Currency Bond Fund Goh San San, the Portfolio Manager, has 20 years of financial industry experience. She is a senior fixed income fund manager at Lion Global Investors. She leads the Asian local currency strategy team and co-heads the Singapore fixed income strategy team. She also manages a number of funds including the LionGlobal Money Market Fund and LionGlobal Singapore Fixed Income Fund. Prior to joining Lion Global Investors in October 2005, she was a fixed income market specialist and analyst at UOB Asset Management covering Singapore, Asia and Emerging Markets. Her fund management experience includes insurance, absolute return, Singapore fixed income, Asian fixed income and collateralised debt obligations. She has also worked at Bloomberg LP for 3 years before joining UOB Asset Management. San San graduated with a Bachelor of Science in Economics from the National University of Singapore in 1994 and holds the Chartered Financial Analyst (CFA) designation. 4. OTHER PARTIES 4.1 Singapore Representative The Company has appointed Lion Global Investors to act as the representative for the Funds in Singapore (the Singapore Representative ) to provide and maintain certain administrative and other facilities relating to the offer of Shares of the Funds recognised under Section 287 of the Securities and Futures Act, which includes, inter alia, maintaining for inspection in Singapore a subsidiary register of Shareholders who subscribed for or purchased their Shares in Singapore (or any other facility that enables the inspection or extraction of the equivalent information), which shall be open to inspection by the public during usual business hours of the Singapore Representative at its business address. 4.2 Custodian The Directors have appointed BNP Paribas Securities Services, Luxembourg Branch as the Custodian to provide the services of custody, deposit, delivery and receipt of securities and cash settlement on behalf of the Company. The Custodian is regulated by the Commission de Surveillance du Secteur Financier in Luxembourg BNP Paribas Securities Services, Luxembourg Branch was created on 1 June 2002 and its office address is at 33, rue de Gasperich, L-5826 Hesperange and its postal address is 33, rue de Gasperich, Howald- Hesperange, L-2085 Luxembourg BNP Paribas Securities Services is a bank organised as a limited company under the laws of France and a wholly owned subsidiary of BNP Paribas The Custodian carries out the duties regarding custody, cash and securities deposits in accordance with the 2010 Law. 10

14 4.2.5 In particular, and upon the instructions of the Company, it will execute financial transactions and provide banking facilities to the Company The Custodian will further, in accordance with the 2010 Law: (a) (b) (c) ensure that the sale, issue, redemption and cancellation of Shares effected on behalf of the Company are carried out in accordance with the 2010 Law and the Articles; ensure that in transactions involving the assets of the Company, the consideration is remitted to it within the customary time limits; ensure that the income of the Company is applied in accordance with the Articles and the Company s instructions (if any) Further information on the Custodian can be found under 3.1 Administration Details, Charges and Expenses Custodian of the Luxembourg Prospectus BNP Paribas Securities Services is a global custodian with direct market access in certain jurisdictions. In respect of markets for which it uses the services of correspondents, BNP Paribas Securities Services takes all reasonable care, skill and diligence in the selection and monitoring of its correspondents to ensure best profile and risks appraisal from its selected correspondents. BNP Paribas Securities Services is authorised to delegate all or part of its safekeeping duties to correspondents located in specific jurisdictions where the Funds invest. All correspondents selected shall be licensed and regulated under applicable law to carry out the relevant activities in the relevant jurisdiction. In respect of its sub-custodians, the Custodian operates a selection and on-going monitoring program based on defined criteria which include financial strength, reputation, and breadth and quality of services provided, such as communication capabilities, settlement, safekeeping, corporate action notification and processing, dividend collection and payment, client service delivery, market information management, asset segregation and business continuity planning. 4.3 Administrator, Registrar and Transfer Agent, Domiciliary Agent and Listing Agent With the consent of the Company, the Management Company has appointed BNP Paribas Securities Services, Luxembourg Branch as the Administrator, Registrar and Transfer Agent of the Company The Administrator will be responsible for all administrative duties required by Luxembourg law, and in particular for the bookkeeping and the calculation of the Net Asset Value per Share of any class of Shares within each Fund The Registrar and Transfer Agent will be responsible for handling the processing of subscriptions for Shares, dealing with requests for redemptions and switches and accepting transfers of funds, for the safekeeping of the register of Shareholders of the Company, the delivery of Share certificates, if requested, the safekeeping of all non-issued Share certificates of the Company, for accepting Share certificates tendered for replacement, redemption or conversion The Directors have appointed BNP Paribas Securities Services, Luxembourg Branch as the Domiciliary Agent of the Company. In its capacity of Domiciliary Agent, BNP Paribas Securities Services, Luxembourg Branch will be responsible for all corporate agency duties required by Luxembourg law, and in particular for providing and supervising the mailing of statements, reports, notices and other documents to the Shareholders The Domiciliary Agent has also been appointed to act as listing agent for the Company in relation to the listing of its Shares, inter alia, on the Luxembourg Stock Exchange and will receive fees for the performance of its duties as such. 4.4 Distributors With the consent of the Company, the Management Company has appointed the Global Distributor. According to the Distribution Agreement, the Global Distributor may appoint one or more Distributors of Shares in Singapore ( Singapore Distributors ) as the Global Distributor may from time to time deem desirable. Distributors may receive all or part of any charges payable to the Investment Manager and the Global Distributor. 11

15 4.5 Auditor The auditor of the Company is PricewaterhouseCoopers, société coopérative. 5. STRUCTURE OF THE FUNDS The Company is an umbrella structured open-ended investment company with variable capital and segregated liability between the Funds. Each Fund is a separate portfolio of securities or obligations formed under the umbrella structure of the Company and has its own investment objective and policies. 6. INVESTMENT OBJECTIVES AND POLICIES 6.1 Investment Objective The exclusive objective of the Company is to place the funds available to it in transferable securities and other permitted assets of any kind, including financial derivative instruments, with the purpose of spreading investment risks and affording its Shareholders the results of the management of their portfolios The investment objective and policy of the Funds are set out below: Fund Asia High Dividend Equity Fund Asian High Conviction Equity Fund Investment Objective & Policy The Fund aims to provide long term capital growth by investing primarily in equities or equity-linked securities (including, but not limited to, preference shares, real estate investment trusts, depository receipts) of companies in the Asia Pacific (ex Japan) region that offer attractive dividend yields and sustainable dividend payments. The Fund may employ financial derivative instruments for hedging and efficient portfolio management purposes. Financial derivative instruments can be used for instance to create market exposures through equity, currency, volatility or index related financial derivative instruments and include over-the-counter and/or exchange traded options, futures, forward contracts and/or a combination of the above. The Fund aims to provide high capital growth over the medium to long-term through an actively managed, concentrated portfolio of Asia Pacific (ex Japan) equity securities. The Fund invests primarily in equities or equitylinked securities (including, but not limited to, preference shares, real estate investment trusts, depository receipts) of companies in the Asia Pacific (ex Japan) region. The Fund may employ financial derivative instruments for hedging and efficient portfolio management purposes. Financial derivative instruments can be used for instance to create market exposures through equity, currency, volatility or index related financial derivative instruments and include over-the-counter and/or exchange traded options, futures, forward contracts and/or a combination of the above. 12

16 Fund Asia High Yield Bond Fund Investment Objective & Policy The Fund aims to provide total return of capital growth and income over the medium to long term, through an actively managed portfolio of fixed and floating rate bonds, convertible bonds, REITs and other debt or debtrelated securities issued by corporates, governments, quasi-government, government agencies, supranationals and other eligible issuers predominantly in the Asian region. There is no target industry or sector. The Fund may also invest in currency deposits and short-term money market instruments. The above may be non-investment grade or unrated, and will be denominated primarily in USD but may be denominated in Asian or any other currencies. The Fund may employ financial derivative instruments for hedging and efficient portfolio management purposes. Financial derivative instruments may be employed for instance to generate additional income from exposure to credit risk in purchasing or selling protection through credit default swaps, adjusting the portfolio duration through the tactical use of interest rate related financial derivative instruments, generating additional income through inflation or volatility linked financial derivative instruments or increasing its currency exposure through the use of currency related financial derivative instruments. Financial derivative instruments could also be employed to create synthetic instruments. Such financial derivative instruments include over-the-counter and/or exchange traded options, futures, warrants, swaps, forward contracts and/or a combination of the above. Financial derivative instruments may also be used to gain access to markets in a more efficient manner. Asia Local Currency Bond Fund The Fund aims to provide total return of capital growth and income over the medium to long term through an actively managed portfolio of fixed and floating rate bonds issued by government, quasi-government, government agencies, supranationals, corporates and other eligible issuers primarily in the Asian markets including, but not limited to China, Hong Kong, India, Indonesia, Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand. The Fund may also invest in convertible bonds, REITs, currency deposits, short-term money market instruments and other debt-related securities issued by eligible issuers. The above may be non-investment grade or unrated, and will be denominated primarily in local currencies but may be denominated in USD or other major currencies. The Fund may employ financial derivative instruments for hedging and efficient portfolio management purposes. Financial derivative instruments may be employed for instance to generate additional income from exposure to credit risk in purchasing or selling protection through credit default swaps, adjusting the portfolio duration through the tactical use of interest rate related financial derivative instruments, generating additional income through inflation or volatility linked financial derivative instruments or increasing its currency exposure through the use of currency related financial derivative instruments. Financial derivative instruments could also be employed to create synthetic instruments. Such financial derivative instruments include over-the-counter and/or exchange traded options, futures, warrants, swaps, forward contracts and/or a combination of the above. Financial derivative instruments may also be used to gain access to markets in a more efficient manner. 13

17 6.2 Investment Restrictions Please refer to Appendix I Investment Restrictions of the Luxembourg Prospectus for information on and details of the investment restrictions relating to the Funds. 7. FEES, CHARGES AND EXPENSES 7.1 The current fees, charges and expenses applicable to each Fund offered in this Singapore Prospectus are set out below. Fees and charges payable by Singapore investors Initial Charge (as a percentage of total subscription amount) Class A Class I Class L Up to 5% Nil Nil Redemption Charge Currently Nil Nil Nil Switching Fee (as a percentage of the Net Asset Value of the relevant Fund) Fees and charges payable by the Funds Up to 1% Nil Nil Fund Asia High Dividend Equity Fund Asian High Conviction Equity Fund Asia High Yield Bond Fund Asia Local Currency Bond Fund Payable to the Management Company Class A Class I Class L Up to 0.05% per annum of the Net Asset Value of the relevant Fund Fund Asia High Dividend Equity Fund Asian High Conviction Equity Fund Management Fee Payable to the Investment Manager (per annum) (based on the Net Asset Value of the relevant Fund) Class A Class I Class L Up to 1.50% Asia High Yield Bond Fund Until 31 July 2014: Up to 1.25% Asia Local Currency Bond Fund From 1 August 2014: Up to 1.00% Until 31 July 2014: Up to 1.00% From 1 August 2014: Up to 0.75% Until 31 July 2014: Up to 0.75% From 1 August 2014: Up to 0.50% Nil Fund Asia High Dividend Equity Fund Asian High Conviction Equity Fund Asia High Yield Bond Fund Asia Local Currency Bond Fund Custodian Fee Class A Class I Class L Up to 0.55% per annum of the Net Asset Value of the Company and EUR 155 per transaction 14

18 7.2 Subject to the applicable investment restrictions, when a Fund invests in the units or shares of other UCITS and/or other UCIs 2 linked to the Company by common management or control, or by a direct or indirect holding of more than 10% of the capital or the voting rights, or managed by a management company linked to the Investment Manager, no subscription or redemption fees may be charged to the Company on account of its investment in the units or shares of such other UCITS and/or UCIs. In respect of a Fund s investments in UCITS and other UCIs linked to the Company as described in the preceding paragraph, there shall be no management fee charged to that portion of the assets of the relevant Fund. The Company will indicate in its annual report the total management fees charged both to the relevant Fund and to the UCITS and other UCIs in which such Fund has invested during the relevant period. 7.3 Please refer to 3.1 Administration Details, Charges and Expenses and Appendix III Fund Details of the Luxembourg Prospectus for further details on fees, charges and expenses currently applicable to the Funds. 7.4 Investors should note that subscriptions for Shares through any Singapore Distributor may incur additional fees and charges. Investors are advised to check with the relevant Singapore Distributor if such additional fees and charges are imposed by the Singapore Distributor. The Management Company, the Investment Manager and the Global Distributor may enter into fee sharing arrangements with the Singapore Distributors with respect to certain fees and charges such as the Initial Charge and the Management Fee. 8. RISK FACTORS 8.1 General Risks Investors should note that the price of Shares of any of the Funds and any income from them may fall as well as rise. Investors may not get back the full amount invested and the principal amount invested may be at risk Past performance is not necessarily a guide to future performance and Shares should be regarded as a medium to long-term investment Where the currency of the relevant Fund varies from the investor s home currency, or where the currency of the relevant Fund varies from the currencies of the markets in which the Fund invests, there is the prospect of additional loss (or the prospect of additional gain) to the investor greater than the usual risks of investment The Funds are not listed and you can redeem only on a Dealing Day. Dealing Day means a Business Day which does not fall within a period of suspension of calculation of the Net Asset Value per Share of the relevant Fund and such other day as the Directors may decide from time to time, unless otherwise defined for a Fund in Appendix III of the Luxembourg Prospectus. Business Day means a week day on which banks are normally open for business in Luxembourg and Singapore, unless otherwise defined for a Fund in Appendix III of the Luxembourg Prospectus. 8.2 Specific Risks Funds may invest in assets denominated in any currency and such currency exposure may not be hedged for the Shares on offer in this Singapore Prospectus, as the Investment Manager reserves the discretion to determine if currency exposure should be hedged actively, passively or not at all depending on the relevant circumstances Participation in certain financial derivative instruments ( FDI ) involves risks of a type, level or nature to which the Funds would not ordinarily be subject to. In an extreme scenario, investments made through derivative transactions may cause the investor to lose his entire principal amount invested Certain Funds may have a high volatility to their Net Asset Values due to their investment policies or portfolio management techniques. 2 UCI means an Undertaking for Collective Investment. 15