SINGAPORE PROSPECTUS LGLOBAL FUNDS Investment …€¦ · This Singapore Prospectus incorporates...

SINGAPORE PROSPECTUS

LGLOBAL FUNDSInvestment Company with variable capital in Luxembourg

LGlobal Funds60 avenue J.F. KennedyL-1855

Grand Duchy of Luxemburg

T : +352 2696 2138F : +352 2696 9730Co Reg No: B 160.733

21 May 2019

This Singapore Prospectus incorporates and is not valid without the attached Luxembourg Prospectus (the “Luxembourg Prospectus”) dated April 2019 for LGlobal Funds (the “Company”). The Company is an open-ended 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. 198601745D) (whose details appear in the Directory of this Singapore Prospectus) as its Singapore Representative and agent for service of process in Singapore.

TABLE OF CONTENTS

CONTENTS PAGE

IMPORTANT INFORMATION .............................................................................................................. 1

DIRECTORY ......................................................................................................................................... 3

1. THE COMPANY ......................................................................................................................... 4

2. THE FUNDS ............................................................................................................................... 4

3. MANAGEMENT AND ADMINISTRATION................................................................................. 5

4. OTHER PARTIES ....................................................................................................................... 10

5. STRUCTURE OF THE FUNDS .................................................................................................. 13

6. INVESTMENT OBJECTIVES AND POLICIES ......................................................................... 13

7. FEES, CHARGES AND EXPENSES ......................................................................................... 14

8. RISK FACTORS ......................................................................................................................... 16

9. DEALING ................................................................................................................................... 17

10. SUBSCRIPTION ........................................................................................................................ 18

11. REDEMPTION ........................................................................................................................... 20

12. SWITCHING OF SHARES ......................................................................................................... 22

13. SUSPENSION OF DEALINGS .................................................................................................. 22

14. OBTAINING PRICE INFORMATION ......................................................................................... 22

15. PERFORMANCE OF THE FUNDS, EXPENSE RATIOS AND TURNOVER RATIOS .............. 23

16. CONFLICTS OF INTEREST ...................................................................................................... 26

17. REPORTS .................................................................................................................................. 26

18. FINANCIAL DERIVATIVE INSTRUMENTS ............................................................................... 27

19. SOFT DOLLAR COMMISSIONS ............................................................................................... 28

20. QUERIES AND COMPLAINTS ................................................................................................. 28

21. OTHER MATERIAL INFORMATION ......................................................................................... 28

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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”)

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 21 May 2019. This Singapore Prospectus shall be valid for a period of 12 months from the date of the registration (up to and including 20 May 2020) and shall expire on 21 May 2020.

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.

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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.

The Shares of the Funds are Excluded Investment Products (as defined in MAS Notice SFA 04/N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products) and prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

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 049513, telephone number: (65) 6417 6900, 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.

In relation to Asian High Conviction Equity Fund, the Fund’s Net Asset Value may have higher volatility as a result of its narrower investment focus on a limited number of geographical markets, when compared to funds investing in global or wider regional markets.

IMPORTANT: PLEASE READ AND RETAIN THIS SINGAPORE PROSPECTUS, AS AMENDED FROM TIME TO TIME, FOR FUTURE REFERENCE.

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DIRECTORY

BOARD OF DIRECTORS

Gerard LeeJames Tan Thian PengLim Shyong Piau

REGISTERED OFFICE OF THE COMPANY

60, avenue J.F. Kennedy, L-1855, 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. 198601745D), 65 Chulia Street, #18-01 OCBC Centre, Singapore 049513

DEPOSITARY

BNP Paribas Securities Services, Luxembourg Branch60, avenue J.F. Kennedy, L-1855, Grand Duchy of Luxembourg

ADMINISTRATOR, REGISTRAR AND TRANSFER AGENT, DOMICILIARY AGENT

BNP Paribas Securities Services, Luxembourg Branch60, avenue J.F. Kennedy, L-1855, Grand Duchy of Luxembourg

AUDITOR

PricewaterhouseCoopers, société coopérative, 2, rue Gerhard Mercator B.P. 1443 L-1014 Grand Duchy of Luxembourg

GLOBAL DISTRIBUTOR


SINGAPORE REPRESENTATIVE AND AGENT FOR SERVICE OF PROCESS IN SINGAPORE


LEGAL ADVISERS AS TO SINGAPORE LAW

Chan & Goh LLP, 50 Craig Road, #03-01, Singapore 089688

LEGAL ADVISERS AS TO LUXEMBOURG LAW

Elvinger Hoss & Prussen, société anonyme, 2 Place Winston Churchill, BP 425, L-2014 Luxembourg, Grand Duchy of Luxembourg

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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.

1.1 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”).

1.2 The Company was incorporated in Luxembourg on 3 May 2011. Its Articles of Incorporation (“Articles”) were published in the Mémorial on 30 June 2011. The Company is registered with the Registre de Commerce et des Sociétés, Luxembourg, under number B 160733. The Company exists for an indefinite period.

1.3 Full details of the Company are set out under the “General Information” section of the Luxembourg Prospectus.

1.4 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 and the Asian High Conviction Equity 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

CurrencyClass A Class I Class L Class G

Asia High Dividend Equity Fund

A USD AccA USD QDistA SGD AccA SGD Dist

A SGD QDist

I USD AccI USD QDistI SGD Acc

I SGD QDist

L USD AccL USD QDistL SGD AccL SGD Dist

L SGD QDist

G SGD VDist USD

Asian High Conviction Equity Fund

A USD AccA USD QDistA SGD Acc

A SGD QDist

I USD AccI USD QDistI SGD Acc

I SGD QDist

L USD AccL USD QDistL SGD Acc

L SGD QDist

N.A. USD

*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 and Class G 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.

2.2 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

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(reading for example: A SGD 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. Distribution Shares referenced as “VDist” will distribute their income at the discretion of the Directors upon recommendation of the Investment Manager.

2.3 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.

2.4 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 Share1, which may differ as a consequence of these variable factors, will be calculated for each Share Class.

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 income and/or 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

3.1.1 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.

3.1.2 The Board of Directors of the Company has appointed the Management Company to perform investment management, administration and distribution functions as described in Annex 2 of the 2010 Law.

3.1.3 The directors of the Company are as follows:

Gerard Lee How Cheng

Mr Lee is Chief Executive Officer at Lion Global Investors.

Gerard was Chief Investment Officer of Temasek’s Fund Management Division from 1999 to 2004. He later became Chief Executive Officer of Fullerton Fund Management Company, a wholly owned subsidiary of Temasek Holdings Pte Ltd.

Before joining Temasek, Mr Lee had held 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’s New York Office.

Gerard, a CFA Charterholder, graduated from the National University of Singapore with a Bachelor of Science (Honours) in 1984. He has also been recognised by The Institute of Banking & Finance (IBF) as an IBF Fellow.

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.

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James Tan Thian Peng

Mr Tan is Chief Operating Officer at Lion Global Investors, overseeing the operations, finance, technology services, and risk and compliance functions.

Mr Tan has over 24 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).

Lim Shyong Piau

Lim Shyong Piau is the Chief Marketing Officer of Lion Global Investors. He is responsible for business development, distribution and client servicing within the firm’s domestic and international businesses, covering both distribution and institutional segments.

Prior to Lion Global Investors, Shyong Piau was the Managing Director (Head of Singapore office) at Invesco Asset Management Singapore Limited from 2006 to 2013. He was responsible for all business development activities in South East Asia, Korea and India markets. He also spearheaded the coverage of Private Wealth segment in Singapore and was an inaugural member of Invesco’s Global SWF Working Group. With more than 20 years of experience, Shyong Piau also spent several years as Head of Institutional Business at Vanguard Investments and APS Asset Management.

Shyong Piau graduated with an Executive MBA from The University of Chicago Booth School of Business. He also holds a Bachelor of Business (Accounting) and Bachelor of Computing from Monash University.

3.2 Management Company

3.2.1 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 2010. 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) distribution 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 2010.

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 by a notarial deed 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 96.744 and is approved as a management company under Chapter 15 of the 2010 Law.

As at the date of this Singapore Prospectus, the share capital of the Management Company is EUR 2,450,000 and has been fully paid and the own funds of the Management Company comply with the requirements 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 2003. As at the date of registration of this Singapore Prospectus, the

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Management Company has managed collective investment schemes or discretionary funds for approximately 15 years, with total assets under management of about EUR 24.28 billion as at 31 December 2018.

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.

3.2.2 The board of directors of the Management Company is composed as follows:

Chairman : Mr. Géry Daeninck, Independent DirectorDirectors : Mr. John Li, Independent Director

Mr. Carlo Montagna, Independent DirectorMr. Yves Wagner, Independent DirectorMr. Martin Vogel, Chief Executive Officer, MDO Management Company S.A.

Géry Daeninck

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. 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 2003. Mr. Daeninck served 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 1978.

John Li

John Li is a Partner of The Directors’ Office, the leading practice of independent Directors in Luxembourg since November 2011. John trained and qualified as a Chartered accountant in the UK. He moved to Luxembourg in 1987. During the last 30 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 (2000-2008) before taking on the role of Chairman of the Supervisory Board for 3 years (2008-2011). He was also a member of the Leadership team of the Global Investment Management Practice in KPMG.

Carlo Montagna

Carlo Montagna is a Partner of The Directors’ Office, the leading practice of independent Directors in Luxembourg.

Carlo has 28 years international experience in the banking and financial industry. Over the course of his career he has worked as Head of Sales and International Development at EFA, Managing Director of Asset Services Sales at Bank of New York Mellon, General Manager of IMI Group and Trader at Banca Nazionale del Lavoro (now BNP Paribas). He has been member of various boards, including IMI Bank AG Frankfurt, IMI Global Sicav, Idea Management Company, IMI Real Estate, Crediinvest Sicav, Investcredit Sicav, Goldman Sachs Structured Investments Sicav. Carlo is Italian and attended the University of Pavia, Italy, Faculty of Economics.

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During the course of his career, Carlo Montagna built up an extensive knowledge of trading strategies and managed various portfolios; he developed front office as well as back office solutions, launched investment funds, managed small and big size companies. He is a skilled relationship director and people manager.

Yves Wagner

Yves Wagner is a Partner 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” and the “Luxembourg School of Finance”.

Martin Vogel

Martin Vogel is a Partner 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.

3.2.3 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 administration functions to the Administrator and has delegated distribution functions to the Global Distributor. The Management Company has also delegated the investment management functions to the Investment Manager as more fully described in paragraph 3.3 of this Singapore Prospectus.

The Company may terminate and replace the Management Company in the event of the insolvency of the Management Company. The Company will notify the Shareholders of such an occurrence.

3.3 Investment Manager

3.3.1 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 US$41.1 billion as at 31 March 2019. Established as an Asian asset specialist since 1986, Lion Global Investors’ core competencies are in managing Asian equities and fixed income strategies and funds to both institutional and retail investors. Its

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large and experienced investment team of more than 40 investment professionals averaging 16 years of financial industry 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.

3.3.2 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 product funds since 1996.

For more information about Lion Global Investors, please visit www.lionglobalinvestors.com.

3.3.3 Key Portfolio Managers for the Funds

Portfolio Manager for the Asia High Dividend Equity Fund

Nigel Tan, the Portfolio Manager, is a Director of the Asian Equities, at Lion Global Investors. He has 17 years of experience managing Asia-Pacific and global equity investments.

Prior to joining Lion Global Investors, Nigel was Senior Portfolio Manager at Havenport Asset Management. Before that, he had been an Asia-Pacific equity portfolio manager at Legg Mason International Equities, global equity portfolio manager at ING Asia Private Bank. Even earlier in his career, he was a portfolio manager covering Australia and an analyst covering the commodity and telecommunication sectors in the Asia-Pacific ex-Japan region at DBS Asset Management.

Nigel graduated from the University of Oxford, United Kingdom, with a Master of Engineering and Computer Science. He is also a CFA charterholder.

Alternate Portfolio Manager

Thio Siew Hua, the alternate Portfolio Manager, is Co-Head of the Asian Equities at Lion Global Investors. She has more than 20 years of experience managing various Asia-related equity mandates and has a strong background in research, having spent many years in equity investment research before moving into the fund management industry.

Prior to joining Lion Global Investors, Siew Hua was employed by Tantallon Capital Advisors Pte Ltd where she managed a long only absolute return Asia fund.

Before that, she was Head of Asia ex-Japan equity management at Goldman Sachs Asset Management and Head of Singapore research at Indosuez W.I.Carr (S). Siew Hua is currently a member of the Investment Committee of Community Foundation of Singapore.

Siew Hua graduated from the London School of Economics and Political Science with a Master of Science (Economics) in 1990 and a Bachelor of Science (Economics) in 1989.

Portfolio Manager for the Asian High Conviction Equity Fund

Thio Siew Hua is the lead Portfolio Manager for the Asian High Conviction Equity Fund. Her profile is described above.

Alternate Portfolio Manager

Tan Aik Chye, the alternate Portfolio Manager, has 29 years of financial industry experience. He is the co-head of Asian equities at Lion Global Investors. Together with Thio Siew Hua, they are responsible for managing the Asian equities team and ensuring the implementation of the firm’s investment strategy and process.

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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.

Aik Chye graduated with a Bachelor of Accountancy from the National University of Singapore and holds the Chartered Financial Analyst (CFA) designation.

3.3.4 The Company and the Management Company may terminate and replace the Investment Manager in the event of the insolvency of the Investment Manager.

Investors should note that the past performance of the Investment Manager and the key Portfolio Managers is not necessarily indicative of their future performance.

4. OTHER PARTIES

4.1 Singapore Representative

4.1.1 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 Depositary

4.2.1 The Depositary, BNP Paribas Securities Services, Luxembourg Branch, has been appointed depositary of the Company under the terms of a written agreement dated 16th March 2011 between the Depositary and the Company, as amended from time to time.

4.2.2 BNP Paribas Securities Services Luxembourg is a branch of BNP Paribas Securities Services SCA, a wholly-owned subsidiary of BNP Paribas SA. BNP Paribas Securities Services SCA is a licensed bank incorporated in France as a Société en Commandite par Actions (partnership limited by shares) under No. 552 108 011, authorised by the Autorité de Contrôle Prudentiel et de Résolution (ACPR) and supervised by the Autorité des Marchés Financiers (AMF), with its registered address at 3 rue d’Antin, 75002 Paris, acting through its Luxembourg Branch whose office is at 60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg, and is supervised by the CSSF.

4.2.3 The Depositary performs three types of functions, namely (i) the oversight duties (as defined in Art 34(1) of the law of December 17, 2010), (ii) the monitoring of the cash flows of the Company (as set out in Art 34(2) of the law of December 17, 2010) and (iii) the safekeeping of the Company’s assets (as set out in Art 34(3) of the law of December 17, 2010).

4.2.4 Under its oversight duties, the Depositary is required to:

(a) ensure that the sale, issue, repurchase, redemption and cancellation of Shares effected on behalf of the Company are carried out in accordance with the Luxembourg Law or with the Articles;

(b) ensure that the value of Shares is calculated in accordance with the Luxembourg Law and the Articles;

(c) carry out the instructions of the Company or the Management Company, unless they conflict with the Luxembourg Law or the Articles;

(d) ensure that in transactions involving the Company’s assets, the consideration is remitted to the Company within the usual time limits;

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(e) ensure that the Company’s revenues are allocated in accordance with the Luxembourg Law and its Articles.

4.2.5 The overriding objective of the Depositary is to protect the interests of the Shareholders of the Company, which always prevail over any commercial interests.

4.2.6 Conflicts of interest may arise if and when the Management Company or the Company maintains other business relationships with BNP Paribas Securities Services, Luxembourg Branch in parallel with an appointment of BNP Paribas Securities Services, Luxembourg Branch acting as Depositary.

Such other business relationships may cover services in relation to:-

l Outsourcing/delegation of middle or back office functions (e.g. trade processing, position keeping, post trade investment compliance monitoring, collateral management, OTC valuation, fund administration inclusive of net asset value calculation, transfer agency, fund dealing services) where BNP Paribas Securities Services or its affiliates act as agent of the Company or the Management Company, or

l Selection of BNP Paribas Securities Services or its affiliates as counterparty or ancillary service provider for matters such as foreign exchange execution, securities lending, bridge financing.

The Depositary is required to ensure that any transaction relating to such business relationships between the Depositary and an entity within the same group as the Depositary is conducted at arm’s length and is in the best interests of Shareholders.

In order to address any situations of conflicts of interest, the Depositary has implemented and maintains a management of conflicts of interest policy, aiming namely at:

- Identifying and analysing potential situations of conflicts of interest;

- Recording, managing and monitoring the conflict of interest situations either in:

o Relying on the permanent measures in place to address conflicts of interest such as segregation of duties, separation of reporting lines, insider lists for staff members;

o Implementing a case-by-case management to (i) take the appropriate preventive measures such as drawing up a new watch list, implementing a new Chinese wall (i.e. by separating functionally and hierarchically the performance of its Depositary duties from other activities), making sure that operations are carried out at arm’s length and/or informing the concerned Shareholders of the Company, or (ii) refuse to carry out the activity giving rise to the conflict of interest;

o Implementing a deontological policy;

o Recording of a cartography of conflict of interests permitting to create an inventory of the permanent measures put in place to protect the Company’s interests; or

o Setting up internal procedures in relation to, for instance (i) the appointment of service providers which may generate conflicts of interests, (ii) new products/activities of the Depositary in order to assess any situation entailing a conflict of interest.

In the event that such conflicts of interest do arise, the Depositary will undertake to use its reasonable endeavours to resolve any such conflicts of interest fairly (having regard to its respective obligations and duties) and to ensure that the Company and the Shareholders are fairly treated.

4.2.7 The Depositary may delegate to third parties the safe-keeping of the Company’s assets subject to the conditions laid down in the applicable laws and regulations and the provisions of the Depositary Agreement. The process of appointing such delegates and their continuing oversight follows the highest quality standards, including the management of any potential conflict of interest that should arise from such an appointment. Such delegates must be subject to effective prudential regulation

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(including minimum capital requirements, supervision in the jurisdiction concerned and external periodic audit) for the custody of financial instruments. The Depositary’s liability shall not be affected by any such delegation.

A potential risk of conflicts of interest may occur in situations where the delegates may enter into or have a separate commercial and/or business relationship with the Depositary in parallel to the custody delegation relationship.

In order to prevent such potential conflicts of interest from crystalizing, the Depositary has implemented and maintains an internal organisation whereby such separate commercial and/or business relationships have no bearings on the choice of the delegate or the monitoring of the delegates’ performance under the delegation agreement.

A list of these delegates is available on the website: http://securities.bnpparibas.com/solutions/depositary-bank-trustee-services.html.

Such list may be updated from time to time. Updated information on the Depositary’s custody duties, a complete list of all delegates and conflicts of interest that may arise may be obtained, free of charge and upon request, from the Depositary.

The Company may release the Depositary from its duties with ninety (90) days written notice to the Depositary. Likewise, the Depositary may resign from its duties with ninety (90) days written notice to the Company. In that case, a new depositary must be designated to carry out the duties and assume the responsibilities of the Depositary, as defined in the Depositary Agreement signed to this effect. The replacement of the Depositary shall happen within two months.

The appointment of the Depositary will be immediately terminated if the Depositary becomes the subject of voluntary liquidation proceedings, the administrative or legal granting of a moratorium, or arrangement with creditors, the nomination of a legal or ad hoc administrator or any other equivalent proceedings.

4.3 Administrator, Registrar and Transfer Agent, Domiciliary Agent and Listing Agent

4.3.1 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.

4.3.2 The Administrator shall perform the administrative duties detailed in the Administration Agreement and in compliance with relevant Luxembourg law, and in particular keep the Company’s accounts and calculate the Net Asset Value per Share of any class of Shares within each Fund.

4.3.3 The Registrar and Transfer Agent shall handle the processing of subscriptions for Shares, shall deal with requests for redemptions and switches and accepting transfers of funds, shall keep safely the register of Shareholders of the Company, shall deliver Share certificates, if requested, shall keep safely all non-issued Share certificates of the Company and shall accept Share certificates tendered for replacement, redemption or conversion.

4.3.4 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 shall perform corporate agency duties as detailed in the Domicile and Listing Agency Agreement and in compliance with relevant Luxembourg law, and in particular shall provide and supervise the mailing of statements, reports, notices and other documents to the Shareholders.

4.3.5 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.

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4.4 Distributors

4.4.1 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.

4.5 Auditor

4.5.1 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

6.1.1 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.

6.1.2 The investment objective and policy of the Funds are set out below:

Fund Investment Objective & Policy

Asia High Dividend Equity Fund 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 get exposure to China A-Shares. Direct investment in China A-Shares listed on PRC Stock Exchanges may be made through the Stock Connect, any other eligible schemes and/or any similar acceptable securities trading and clearing linked program or access instruments which may be available to the Fund in the future.

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.

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Fund Investment Objective & Policy

Asian High Conviction Equity Fund The Fund aims to provide 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 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.

The Fund may get exposure to China A-Shares. Direct investment in China A-Shares listed on PRC Stock Exchanges may be made through the Stock Connect, any other eligible schemes and/or any similar acceptable securities trading and clearing linked program or access instruments which may be available to the Fund in the future.

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.

Please note that Shares of the Funds are Excluded Investment Products and prescribed capital markets products. Accordingly, the Funds will not invest in any product or engage in any transaction which may cause the Shares of the Funds not to be regarded as Excluded Investment Products and prescribed capital markets products.

6.1.3 In relation to Asian High Conviction Equity Fund, the Fund’s Net Asset Value may have higher volatility as a result of its narrower investment focus on a limited number of geographical markets, when compared to funds investing in global or wider regional markets.

6.2 Investment Restrictions

6.2.1 Please refer to “Appendix I – Investment Restrictions” of the Luxembourg Prospectus for information on and details of the investment restrictions relating to the Funds. In addition to complying with Appendix I – Investment Restrictions” of the Luxembourg Prospectus, the Funds shall comply with the Notice on the Sale of Investment Products, the Notice on Recommendations on Investment Products and the Securities and Futures (Capital Markets Products) Regulations 2018 for the purpose of classifying Shares of the Funds as Excluded Investment Products and prescribed capital markets products.

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

Class A Class I Class L Class G*

Initial Charge (as a percentage of total subscription amount)

Up to 5% Nil Nil Nil

Redemption Charge Currently Nil Nil Nil Nil

Switching Fee (as a percentage of the Net Asset Value of the relevant Fund)

Up to 1% Nil Nil Nil

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Fees and charges payable by the Funds

Fund

Payable to the Management Company



Up to 0.05% per annum of the Net Asset Value of the relevant Fund, subject to a minimum annual fee of up to EUR 10,000 per Fund

An annual flat fee of up to EUR 15,000 per Fund for the additional performance of risk management using the Commitment Approach and investment compliance services


Fund

Management Fee Payable to the Investment Manager (per annum)(based on the Net Asset Value of the relevant Fund)



Up to 1.50%

Up to 0.75%

Nil Up to 1.50%

(a) Annual Management Fee retained by the Investment Manager: up to 60% of the Management Fee;

(b) Annual Management Fee paid by the Investment Manager to Singapore Distributor (trailer fee)*: 40% or more of the Management Fee.


N.A.

* Your Singapore Distributor is required to disclose to you the amount of trailer fee it receives from the Investment Manager.

Fund

Depositary/Custodian Fee#



Custodian Fee: Up to 0.55% per annum of the Net Asset Value of the Company and up to EUR 155 per transaction

Depositary Fee: Up to 0.009% per annum of the Net Asset Value of each Sub-Fund, subject to a minimum of EUR 400 per month for each Sub-Fund


Fund Other Fees and Charges^


Administration fees: 0.22%Professional fees: 0.13%Transaction costs: 0.69%


Administration fees: 0.10%Professional fees: 0.11%Transaction costs: 0.59%

^ By reference to the audited accounts of the Funds as at 31 December 2018.* Presently, only the Asia High Dividend Equity Fund offers Class G Shares for subscription.# The Custodian Fee and Depositary Fee are both paid to BNP Paribas Securities Services,

Luxembourg Branch, as the Depositary of the Company.

7.2 The Management Company shall also be entitled to receive out of the assets of the Fund additional fees corresponding to the provision of additional services, as agreed from time to time, allowing the Fund to comply with any new regulatory requirements impacting the Fund.

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7.3 Subject to the applicable investment restrictions, when a Fund invests in the units or shares of other UCITS and/or other UCIs2 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.

7.4 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.

7.5 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

8.1.1 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.

8.1.2 Past performance is not necessarily a guide to future performance and Shares should be regarded as a medium to long-term investment.

8.1.3 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.

8.1.4 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

8.2.1 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.

8.2.2 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.

2 “UCI” means an Undertaking for Collective Investment.

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8.2.3 Certain Funds may have a high volatility to their Net Asset Values due to their investment policies or portfolio management techniques.

8.2.4 Please refer to “Appendix II – Risks of Investment” and “Appendix III – Fund Details” of the Luxembourg Prospectus, for information on and details of the specific risks relating to each Fund.

8.2.5 In particular, the relevant sections of “Appendix II – Risks of Investment” of the Luxembourg Prospectus which are applicable to each Fund are as follows:

(a) Asia High Dividend Equity Fund: Country Risk, Political and Economic Risk, Liquidity Risk and Currency Risk; and

(b) Asian High Conviction Equity Fund: Country Risk, Political and Economic Risk, Liquidity Risk and Currency Risk.

9. DEALING

9.1 Shares may be purchased and redeemed by investors through Singapore Distributors appointed by the Global Distributor.

9.2 The dealing deadline is 3.00 p.m. Singapore time (“Dealing Deadline”) on each Dealing Day. Applications received and accepted by the Administrator before the Dealing Deadline on a Dealing Day, will be dealt at the relevant Net Asset Value per Share determined on that day. Applications received and accepted by the Administrator after the Dealing Deadline will be processed on the next Dealing Day. As a result of this, applications for the subscription, redemption and switching of Shares shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value for that day.

9.3 The Singapore Distributors may have different dealing practices in respect of dealings made by investors in Singapore, for example, earlier dealing deadlines and different minimum investment amounts. As such, investors who subscribe for, redeem or convert Shares through a Singapore Distributor should consult the relevant Singapore Distributor to find out the dealing practices that are applicable to them.

9.4 Specifically, the Company does not permit market timing (as set out in CSSF circular 04/146) or related excessive, short-term trading practices. In order to protect the best interests of the Shareholders, the Company and/or the Management Company and/or the Global Distributor reserve the right to reject any application for the subscription or switching of Shares from any investor engaging in such practices or suspected of engaging in such practices and to take such further action as they, in their discretion, may deem appropriate or necessary.

9.5 Shares may not be held by any person in breach of the law or requirements of any country or governmental authority including, without limitation, exchange control regulations. Each investor must represent and warrant to the Company that, amongst other things, he is able to acquire Shares without violating applicable laws. Power is reserved in the Articles to compulsorily redeem any Shares held directly or beneficially in contravention of these prohibitions.

9.6 In particular, please note that the Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States. The Company has not been and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended. The Shares are being offered and sold outside the United States to persons that are not “U.S. Persons” (as defined below). The Shares are not and may not be offered or made available or sold to or for the account of U.S. Persons and nothing in this Singapore Prospectus is directed to or is intended for U.S. Persons. Applicants for Shares may be required to declare that they are not U.S. Persons and that they are neither acquiring Shares on behalf of U.S. Persons nor acquiring Shares with the intent to sell or transfer them to U.S. Persons.

9.7 For the purpose of this Singapore Prospectus only, the term “U.S. Persons” includes both “U.S. person” as defined in Regulation S promulgated under the U.S. Securities Act and “U.S. Holder” which is defined below.

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9.8 Under the U.S. Securities Act, the term “U.S. person” means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a non-United States entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if (a) organized or incorporated under the laws of any non-United States jurisdiction and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by “accredited investors” (as defined in Regulation D promulgated under the U.S. Securities Act) who are not natural persons, estates or trusts.

9.9 For the purposes of the U.S. Securities Act, the term “U.S. person” does not include: (i) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual), resident in the United States; (ii) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if (a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and (b) the estate is governed by non-United States law; (iii) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. person; (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States; (v) an agency or branch of a U.S. person located outside the United States if (a) the agency or branch operates for valid business reasons and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, any other similar international organizations, and their respective agencies, affiliates and pension plans.

9.10 The term “U.S. Holder” includes: a U.S. citizen or resident individual of the United States; a partnership of a corporation created or organized in the United States or under law of the United States or any State thereof, or the District of Columbia; an estate of a decedent that is a citizen or resident of the United States; or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more U.S. Holders have the authority to control all substantial decisions of the trust.

9.11 The Directors may impose or relax restrictions on any Shares and, if necessary, require redemption of Shares to ensure that Shares are neither acquired nor held by or on behalf of any person in breach of the law or requirements of any country or government or regulatory authority or which might have adverse taxation or other pecuniary consequences for the Company including a requirement to register under the laws and regulations of any country or authority. The Directors may in this connection require a Shareholder to provide such information as they may consider necessary to establish whether the Shareholder is the beneficial owner of the Shares which they hold.

If it shall come to the attention of the Directors at any time that Shares are beneficially owned by any person prohibited from holding shares pursuant to paragraph 9.5 above, the Company will have the right compulsorily to redeem such Shares.

10. SUBSCRIPTION

10.1 The Management Company and/or the Global Distributor have absolute discretion to accept or reject in whole or in part any application for Shares. If an application is rejected, the money in respect of such application will be returned (without interest) at the cost of the investor.

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10.2 Subscription Procedure

Investors may subscribe for Shares on each Dealing Day by submitting the relevant completed application form together with all other relevant documents and the subscription monies to any appointed Singapore Distributor.

Each appointed Singapore Distributor may have their own policy with regards to the payment terms for the Shares and how the Shares are to be paid for with whom the investors are advised to check.

Shares will be issued in registered form only. Registered Shares are in non-certificated form. Fractional entitlements to registered Shares will be rounded down to two decimal places. Shares may also be held and transferred through accounts maintained with clearing systems.

10.3 Dealing Deadline and Pricing Basis

Shares are issued on a forward pricing basis and the issue price cannot be calculated at the time of application.

The issue price per Share of the relevant Class on each Dealing Day shall be an amount equal to the Net Asset Value per Share of the relevant Class.

Applications for Shares received and accepted by the Administrator before the Dealing Deadline on a Dealing Day will be dealt at the relevant Net Asset Value per Share calculated on that day. Applications received and accepted by the Administrator after the Dealing Deadline will normally be processed on the next Dealing Day. All applications to subscribe for Shares shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value for that day.

Singapore Distributors may impose their own more restrictive dealing deadlines on investors earlier than the Dealing Deadline. Investors should confirm the applicable dealing deadline with the relevant Singapore Distributor.

10.4 Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount

The Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount are set out in Appendix III of the Luxembourg Prospectus in relation to each Fund.

The Company may at its absolute discretion from time to time (i) waive the Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount, if any, or (ii) compulsorily redeem any shareholding with a value below the Minimum Holding Amount, if any, or such other amount as the Company at its absolute discretion may determine.

10.5 Numerical Example of How Shares are Allotted

The number of Shares an investor will receive with an investment amount of $1,000* (for Class A, Class L and Class G Shares) and $1,000,000* (for Class I Shares), assuming an initial charge of 5% (for Class A Shares) and no initial charge (for Class I, Class L and Class G Shares) and based on a notional NAV per Share of $1.000*, will be calculated as follows:

Class A Shares

$1,000* - $50* = $950* / $1.000* = 950.00

Your Investment

Initial Charge (5%)

Net Investment Amount

Net Asset Value per Share

Number of Shares Allotted Rounded Down

to 2 Decimal Places

Class I Shares

$1,000,000* - $0 = $1,000,000* / $1.000* = 1,000,000.00

Your Investment

Initial Charge (Nil)




to 2 Decimal Places

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Class L Shares and Class G Shares

$1,000* - $0* = $1,000* / $1.000* = 1,000.00

Your Investment

Initial Charge (Nil)




to 2 Decimal Places

*In SGD or USD, as the case may be.

The Global Distributor and appointed Singapore Distributors are entitled to the initial charge, which can be partly or fully waived at their discretion.

Investors should note that the above examples are purely hypothetical and are not a forecast or indication of any expectation of performance of the Funds. The above examples are to illustrate how the number of Shares is calculated. Please note that different Share Classes offered pursuant to this Singapore Prospectus may be denominated in different currencies, as described in the other paragraphs of this Singapore Prospectus.

10.6 Confirmation of Subscription

The relevant confirmations of the registration of the Shares are delivered as soon as reasonably practicable and normally within four Dealing Days to Shareholders following the relevant Dealing Day on which the subscription application is processed.

10.7 Regular Savings Plan

No regular savings plan is currently available for any of the Funds.

11. REDEMPTION

11.1 Redemption Procedure

Investors may request for the redemption of their Shares on any Dealing Day through the relevant appointed Singapore Distributor through which their Shares were purchased.

11.2 Redemption Instructions

Redemption instructions may be given to the appointed Singapore Distributor by completing a prescribed application form requesting redemption of Shares where the account reference and full details of the redemption must be provided.

11.3 Partial Redemptions

The minimum redemption amount is 10 Shares or such other amount as the Company may determine at its discretion. Partial redemptions of Shares are permitted, provided that any such redemption shall not be less than the minimum redemption amount and does not result in a holding with an aggregate value of less than the relevant minimum holding amount, or equivalent in another currency, per Share Class in the relevant Fund.

Unless waived by the Company, if a redemption request results in a holding below the relevant minimum holding amount, or equivalent in another currency, on the relevant Dealing Day, the Global Distributor may, at its absolute discretion, treat the redemption request as an instruction to redeem, as appropriate, the total holding in the relevant Share Class in the relevant Fund. Please refer to paragraph 10.4 of this Singapore Prospectus for details.

11.4 Dealing Deadline and Pricing Basis

The redemption price per Share of the relevant Class on each Dealing Day shall be an amount equivalent to the Net Asset Value per Share of the relevant Class. As the Net Asset Value of the Shares is calculated on a forward pricing basis, the Net Asset Value of the Shares will not be ascertainable at the time of receipt of the redemption request.

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Redemption instructions received and accepted by the Administrator before the Dealing Deadline on a Dealing Day will normally be dealt at the relevant Net Asset Value per Share on that day. Instructions received after the Dealing Deadline on a Dealing Day will normally be processed on the next Dealing Day. All instructions to switch or redeem Shares shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value for that day.

Singapore Distributors may impose their own dealing deadlines on investors earlier than the Dealing Deadline. Investors should confirm the applicable dealing deadline with their relevant Singapore Distributor.

11.5 Numerical example of calculation of redemption proceeds

The net redemption proceeds payable to an investor on the redemption of 1,000 Shares of a Fund, and on a notional NAV per Share of $1.050* and on the basis that there is no redemption charge, will be calculated as follows:

1,000 Shares x $1.050* = $1,050.00*

Redemption Request Net Asset Value per Share Gross Redemption Proceeds

$1,050.00* - Nil = $1,050.00*

Gross Redemption Proceeds Redemption Charge^ Net Redemption Proceeds

*In SGD or USD, as the case may be.^No redemption charge is currently being imposed.

Investors should note that the notional NAV per Share is for illustrative purposes only and is not indicative of any future or likely performance of the Funds.

Investors should note that the above example is purely hypothetical and is not a forecast or indication of any expectation of the performance of the Funds. The above example is to illustrate how redemption proceeds are calculated. Please note that different Share Classes offered pursuant to this Singapore Prospectus may be denominated in different currencies.

11.6 Payment of Redemption Proceeds

Redemption proceeds are normally paid by bank transfer or electronic transfer, within four Business Days from the relevant Dealing Day and will be instructed to be made at no cost to the Shareholder (save for bank charges levied by Shareholder’s own bank), provided the Administrator is in receipt of all documents required. The Company is not responsible for any delays or charges incurred at any receiving bank or settlement system nor for delays in settlement resulting from the local processing of payments. Redemption proceeds will normally be paid in the currency of the relevant Share Class. On request, redemption proceeds paid by bank transfer may be paid in freely convertible currencies on behalf of, at the cost and risk of, the Shareholder.

If, in exceptional circumstances and for whatever reason, redemption proceeds cannot be paid within four Business Days from the relevant Dealing Day, for example when the liquidity of the relevant Fund does not permit, then payment will be made as soon as reasonably practicable thereafter at the Net Asset Value per Share calculated on the relevant Dealing Day.

If, on the settlement date, banks are not open for business in the country of the settlement currency of the relevant Share Class, then settlement will be on the next Business Day on which those banks are open.

11.7 Cancellation Policy

Some appointed Singapore Distributors may offer a cancellation policy whereby investors will not incur the initial and redemption charges if redemptions are made during the relevant period (the Company does not offer such cancellation policy). Investors will however take the risk of a decline in the relevant Fund’s Net Asset Value since the date of subscription and certain administrative fees may apply.

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11.8 Compulsory Redemption

The Company shall have the right, by giving prior written notice to any Shareholder, to compulsorily redeem Shares held by such Shareholder on the grounds set out under the section titled “3.6 Details of Shares” of the Luxembourg Prospectus.

12. SWITCHING OF SHARES

12.1 A switch transaction is a transaction by which the holding of an investor is converted either into another Share Class within the same Fund or in different Funds within the Company provided they have similar settlement periods.

12.2 Acceptance by the Administrator of switching instructions will be subject to the availability of the new Share Class or Fund and to the compliance with any eligibility requirements and/or other specific conditions attached to the new Share Class (such as minimum subscription and holding amounts, if any). The switching procedure is processed as a redemption followed by a new subscription. A switch transaction may only be processed on the first Dealing Day on which both the Net Asset Values of the Funds involved in the said transaction are calculated.

12.3 An application for switching of Shares may be made by submitting a completed switching form to the appointed Singapore Distributors. Applications for switching of Shares must be received by the Dealing Deadline on a Dealing Day.

12.4 The appointed Singapore Distributors may have dealing deadlines that are earlier than the Dealing Deadline. Applicants should confirm the applicable dealing deadline with the relevant Distributor.

12.5 Applications for switching which are received and accepted by the Administrator before the Dealing Deadline on a Dealing Day will be processed on that Dealing Day at the Net Asset Value per Share applicable to that Dealing Day. Applications received and accepted by the Administrator after the Dealing Deadline or on a day that is not a Dealing Day will be processed on the next Dealing Day.

12.6 Details of the switching of Shares are set out under the section titled “2.2 Redemption and Switching of Shares” of the Luxembourg Prospectus.

13. SUSPENSION OF DEALINGS

The Company may suspend or defer the calculation of the Net Asset Value per Share and impose such restrictions on the subscription, redemption and switching of Shares. Details are set out under the section titled “2.4 Suspensions or Deferrals” of the Luxembourg Prospectus.

14. OBTAINING PRICE INFORMATION

14.1 Each Fund will be valued on every Dealing Day. The indicative prices of Shares are quoted on a forward basis and will likely be available 2 Business Days in Singapore after each relevant Dealing Day. The prices of each Fund will be published on the Singapore Representative’s website at www.lionglobalinvestors.com.

14.2 Save for publications by the Singapore Representative on behalf of the Company, the Singapore Representative does not accept any responsibility for any errors on the part of the publishers concerned in the prices published in any newspaper or for any non-publication or late publication of prices by such publisher.

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15. PERFORMANCE OF THE FUNDS, EXPENSE RATIOS AND TURNOVER RATIOS

Investors should note that the past performance of the Funds is not indicative of their future or likely performance.

15.1 Asia High Dividend Equity Fund

The past performance of the Asia High Dividend Equity Fund and its benchmark as at 28 February 2019 is shown in the table below:

Share Class Inception

Date One Year

Three Years(average annual

compounded returns)

Five Years(average annual

compounded returns)

Since Inception(average annual

compounded returns)

Class A USD Acc (NAV-to-NAV)^

4 February 2013

-9.7% 8.4% 1.0% 0.6%

Class A USD Acc (NAV-to-NAV (taking into account the initial charge))*

-14.2% 6.6% -0.1% -0.2%

Benchmark -7.1% 14.8% 5.3% 4.4%

Class A USD QDist (NAV-to-NAV)^

26 June 2013

-9.7% 8.4% 1.0% 1.5%

Class A USD QDist (NAV-to-NAV (taking into account the initial charge))*

-14.2% 6.6% -0.1% 0.6%

Benchmark -7.1% 14.8% 5.3% 6.6%

Class A SGD Acc (NAV-to-NAV)^

19 September

2012

-7.9% 9.1% 3.5% 4.3%

Class A SGD Acc (NAV-to-NAV (taking into account the initial charge))*

-12.5% 7.3% 2.5% 3.4%

Benchmark -5.1% 13.3% 6.7% 6.9%

Class A SGD Dist (NAV-to-NAV)^

4 June 2012

-7.9% 6.9% 2.2% 4.8%

Class A SGD Dist (NAV-to-NAV (taking into account the initial charge))*

-12.5% 5.1% 1.2% 4.0%

Benchmark -5.1% 13.3% 6.7% 8.0%

Class A SGD QDist (NAV-to-NAV)^

7 August 2013

-7.9% 6.9% 2.3% 2.1%

Class A SGD QDist (NAV-to-NAV (taking into account the initial charge))*

-12.5% 5.1% 1.3% 1.2%

Benchmark -5.1% 13.3% 6.7% 7.3%

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Date One Year


compounded returns)

Five Years(average annual

compounded returns)


compounded returns)

Class I USD QDist (NAV-to-NAV)^

24 June 2013

-9.0% 9.2% 1.7% 2.5%

Class I USD QDist (NAV-to-NAV (taking into account the initial charge))*

-9.0% 9.2% 1.7% 2.5%

Benchmark -7.1% 14.8% 5.3% 6.8%

Class I SGD QDist (NAV-to-NAV)^

3 January 2012

-7.2% 7.8% 3.1% 5.1%

Class I SGD QDist (NAV-to-NAV (taking into account the initial charge))*

-7.2% 7.8% 3.1% 5.1%

Benchmark -5.1% 13.3% 6.7% 7.1%

Class G SGD VDist (NAV-to-NAV)^

28 Jan 2016

-7.9% 6.5% N.A 6.6%

Class G SGD VDist (NAV-to-NAV (taking into account the initial charge))*

-7.9% 6.5% N.A 6.6%

Benchmark -5.1% 13.3% N.A 9.0%

Class L SGD Dist (NAV-to-NAV)^

9 Sept 2016

-6.5% N.A N.A 5.1%

Class L SGD Dist (NAV-to-NAV (taking into account the initial charge))*

-6.5% N.A N.A 5.1%

Benchmark -5.1% N.A N.A 9.7%

Source: Morningstar/Lion Global Investors.

^ Performance figures are calculated as at 28 February 2019 on a NAV-to-NAV basis, with dividends being reinvested net of all charges payable upon reinvestment and in the respective currency of denomination of the relevant Share Class.

* Performance figures are calculated as at 28 February 2019 on a NAV-to-NAV basis and taking into account the Initial Charge (if any), with dividends being reinvested net of all charges payable upon reinvestment and in the respective currency of denomination of the relevant Share Class.

Class I USD Acc was incepted on 29 January 2013 but presently has no investors and is inactive and thus no expense ratio is available. All other share classes not reflected in the performance table above but are mentioned in paragraph 2.2 either (a) have not been incepted, (b) have been incepted but are inactive or (c) have been incepted for less than a year, as at 28 February 2019.

The benchmark against which the performance of the Asia High Dividend Equity Fund is measured is the MSCI AC Asia Pacific ex Japan Index. The former benchmark, namely the MSCI AC Asia Pacific ex Japan Index (Ex-Ante portfolio Beta Adjusted), was changed with effect from 1 October 2013 to the MSCI AC Asia Pacific ex Japan Index to be in line with funds with a similar strategy which use a conventional benchmark.

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The expense ratios of each Class of the Asia High Dividend Equity Fund are as follows:-

Share Class ISIN Code Expense Ratio (%)

Class A USD Acc LU0660506964 1.95%

Class A USD QDist LU0660507186 1.93%

Class A SGD Acc LU0660507343 1.98%

Class A SGD Dist LU0660507426 1.92%

Class A SGD QDist LU0660507772 1.93%

Class I USD QDist LU0660508150 1.15%

Class I SGD QDist LU0660508580 1.16%

Class L SGD Dist LU1087019433 0.42%

Class G SGD VDist LU1344628844 1.90%

The expense ratio of each Class of the Asia High Dividend Equity Fund is calculated in accordance with the requirements in the Investment Management Association of Singapore’s guidelines on the disclosure of expense ratios (the “IMAS Guidelines”)3 and based on figures in the Company’s latest audited accounts for the financial year ended 31 December 2018.

The turnover ratio of the Asia High Dividend Equity Fund for the financial year ended 31 December 2018 is 78.55%. It is calculated based on the lesser of purchases or sales of underlying investments expressed as a percentage over the daily average net asset value of the Fund.

15.2 Asian High Conviction Equity Fund

The past performance of the Asian High Conviction Equity Fund and its benchmark as at 28 February 2019 is shown in the table below:


Date One Year


compounded returns)


compounded returns)

Class L USD Acc (NAV-to-NAV)^3

November 2014

-9.6% 15.1% 5.5%

Class L USD Acc (NAV-to-NAV (taking into account the initial charge))*

-9.6% 15.1% 5.5%

Benchmark -7.1% 14.8% 4.6%

Class L SGD Acc (NAV-to-NAV)^

25 June 2015

-7.8% 13.4% 4.9%

Class L SGD Acc (NAV-to-NAV (taking into account the initial charge))*

-7.8% 13.4% 4.9%

Benchmark -5.1% 13.3% 4.9%

Source: Morningstar/Lion Global Investors.

3 The following expenses (where applicable), and such other expenses as may be set out in the IMAS guidelines (as may be updated from time to time) are excluded from the calculation of the expense ratio:(i) brokerage and other transaction costs;(ii) interest expenses;(iii) foreign exchange gains and losses;(iv) front-end or back-end loads arising from the purchase or sale of other funds; (v) tax deducted at source or arising from income received; and(vi) dividends and other distributions paid to Shareholders.

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^ Performance figures are calculated as at 28 February 2019 on a NAV-to-NAV basis, with dividends being reinvested net of all charges payable upon reinvestment and in the respective currency of denomination of the relevant Share Class.

* Performance figures are calculated as at 28 February 2019 on a NAV-to-NAV basis and taking into account the Initial Charge (if any), with dividends being reinvested net of all charges payable upon reinvestment and in the respective currency of denomination of the relevant Share Class.

All other share classes not reflected in the performance table above but are mentioned in paragraph 2.2 either (a) have not been incepted, (b) have been incepted but are inactive or (c) have been incepted for less than a year, as at 28 February 2019.

The benchmark against which the performance of the Asian High Conviction Equity Fund is measured is the MSCI AC Asia Pacific ex Japan Index.

The expense ratio of each Class of the Asian High Conviction Equity Fund is as follows:-

Share Class ISIN Code Expense Ratio (%)

Class L SGD Acc LU1048594458 0.41%

Class L USD Acc LU1048593997 0.42%

The expense ratio of each Class of the Asian High Conviction Equity Fund is calculated in accordance with the requirements in the IMAS Guidelines and based on figures in the Company’s latest audited accounts for the financial year ended 31 December 2018.

The turnover ratio of the Asian High Conviction Equity Fund for the financial year ended 31 December 2018 is 73.40%. It is calculated based on the lesser of purchases or sales of underlying investments expressed as a percentage over the daily average net asset value of the Fund.

16. CONFLICTS OF INTEREST

The Investment Manager, the Global Distributor and the Singapore Representative or any of their affiliates may effect transactions in which any of them may have, directly or indirectly, an interest which may involve a potential conflict with their duties to the Company. The aforesaid parties shall not be liable to account to the Company for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will their fees, unless otherwise provided, be abated.

Each of the Investment Manager, the Global Distributor, the Singapore Representative and their respective affiliates will mitigate any conflicts of interest by ensuring that such transactions are effected on terms that are at least as favourable to the Company than if the potential conflict had not existed.

17. REPORTS

The Company’s financial year ends on 31 December each year.

The annual report, annual accounts and the auditor’s report on the annual accounts will be prepared and sent to Shareholders (whether by post or electronic means) within 4 months of the financial year-end (or such other period as may be permitted by MAS).

The semi-annual report and semi-annual accounts will be prepared and sent to Shareholders (whether by post or electronic means) within 2 months of the financial half-year end, i.e. 30 June (or such other period as may be permitted by MAS).

In cases where the accounts and reports are available in electronic form, Shareholders will receive a hardcopy letter or an email (where email addresses have been provided for correspondence purposes) informing them that the accounts and reports are available and how they may be accessed. Shareholders may also request for hardcopies of the accounts and reports within 1 month (or such other period as may be permitted by MAS) from the notification of the availability of

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the accounts and reports. The Singapore Representative will also make available, or cause to be made available, hardcopies of the accounts and reports to any Shareholder who requests for them within 2 weeks of any request from such Shareholder (or such other period as may be permitted by MAS).

18. FINANCIAL DERIVATIVE INSTRUMENTS

18.1 A Fund may use FDIs in accordance with its investment policy. Please refer to the investment policy of each Fund, as more particularly set out in “Appendix III – Fund Details” of the Luxembourg Prospectus.

18.2 The Company will not enter into financial derivative instruments on precious metals or commodities. However, this does not prevent the Company from gaining exposure to precious metals or commodities by investing into financial instruments backed by precious metals or commodities or financial instruments whose performance is linked to precious metals or commodities.

Where the underlying instrument of any FDI consists of commodities, the Company shall ensure that such transactions are settled in cash.

18.3 The Company shall ensure that the global exposure of each Fund relating to FDIs or embedded FDIs does not exceed the total net assets of that Fund.

The global exposure relating to FDIs is calculated using the commitment approach by converting the derivative positions into equivalent positions in the underlying assets embedded in those derivatives and taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. In determining each Fund’s exposure to FDIs, the Company will adopt such calculation methods as may be permitted under the UCITs rules and the 2010 Law.

The Company does not intend to enter into any netting arrangements in respect of any over-the-counter (“OTC”) financial derivative which may be used by each Fund from time to time.

18.4 Participation in certain FDIs involves risks of a type, level or nature to which a Fund 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.

18.5 The Company will employ a risk management process which enables it with the Investment Manager to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of each Fund. The Company or the Investment Manager will employ, if applicable, a process for accurate and independent assessment of the value of any OTC derivative instruments.

Upon request of an investor, the Management Company will provide supplementary information relating to the quantitative limits that apply in the risk management of each Fund, to the methods chosen to this end and to the recent evolution of the risks and yields of the main categories of instruments.

The risk management framework is available upon request from the Company’s registered office and the Singapore Representative. The Company will ensure that the risk management and compliance procedures are adequate and have been or will be implemented and that it has the necessary expertise to manage the risk relating to the use of financial derivatives.

18.6 Investors should refer to “Appendix II – Risks of Investment” of the Luxembourg Prospectus for a description of the risks relating to the use of FDIs.

18.7 Please refer to the sub-heading “Financial Derivative Instruments” in “Appendix I – Investment Restrictions” of the Luxembourg Prospectus for more information on the investment restrictions which would apply to the use of FDIs.

18.8 The Company does not currently intend to engage in any securities lending and/or repurchase (or reverse repurchase) transactions and to invest in total return swaps for any of the Funds.

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18.9 In addition to complying with Appendix I – Investment Restrictions” of the Luxembourg Prospectus, the Funds shall not invest in any product or engage in any transaction which may cause the Shares of the Funds not to be regarded as Excluded Investment Products under the Notice on the Sale of Investment Products and the Notice on Recommendations on Investment Products or prescribed capital markets products under the Securities and Futures (Capital Markets Products) Regulations 2018.

19. SOFT DOLLAR COMMISSIONS

In addition to standard banking and brokerage charges paid by the Company, the Investment Manager providing services to the Company may receive payment for these services. The Investment Manager may enter into soft commission arrangements only where there is a direct and identifiable benefit to the clients of the Investment Manager, including the Company, and where the Investment Manager is satisfied that the transactions generating the soft commissions are made in good faith, in strict compliance with applicable regulatory requirements and in the best interests of the Company. Any such arrangements must be made by the Investment Manager on terms commensurate with best market practice.

20. QUERIES AND COMPLAINTS

Investors may contact the Singapore Representative at (65) 6417 6900 to seek clarification about the Company or the Funds. Investors may also email the Singapore Representative at [email protected].

21. OTHER MATERIAL INFORMATION

21.1 Taxation of the Company

The Company is not subject to any taxes in Luxembourg on its income, profits or gains. The Company is not subject to net wealth tax in Luxembourg.

A registration tax (of EUR 75) is to be paid upon incorporation and each time the Articles are amended. No stamp duty, capital duty or other tax will be payable in Luxembourg upon the issue of the Shares.

The Company is however subject to a subscription tax (“taxe d’abonnement”) levied in principle at the rate of 0.05% per annum based on its Net Asset Value at the end of the relevant quarter, calculated and paid quarterly.

A reduced subscription tax rate of 0.01% per annum is applicable to Luxembourg UCITS whose exclusive object is the collective investment in money market instruments, the placing of deposits with credit institutions, or both.

A reduced subscription tax rate of 0.01% per annum is applicable to Funds, as well as to individual Share Classes issued within a Fund, provided that the securities of such Funds or Share Classes are reserved to one or more institutional investors.

Subscription tax exemption applies to (i) investments in a Luxembourg UCITS or UCI subject itself to the subscription tax, (ii) Funds or dedicated Share Classes reserved to retirement pension schemes, (iii) money market UCIs, (iv) Funds qualifying as index-tracking exchange traded funds, and (v) UCIs and individual compartments thereof whose main objective is the investment in microfinance institutions.

Withholding tax

Interest and dividend income received by the Company may be subject to non-recoverable withholding tax in the source countries. The Company may further be subject to tax on the realised or unrealised capital appreciation of its assets in the countries of origin. The Company may benefit from double tax treaties entered into by Luxembourg, which may provide for exemption from withholding tax or reduction of withholding tax rate.

Distributions made by the Company are not subject to withholding tax in Luxembourg.

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21.2 Taxation of Investors

Non-resident individuals or collective entities who do not have a permanent establishment in Luxembourg to which the Shares are attributable, are not subject to Luxembourg taxation on capital gains realised upon disposal of the Shares nor on the distribution received from the Company and the Shares will not be subject to net wealth tax. The additional temporary income tax of 0.5% (impôt d’équilibrage budgétaire temporaire) will be also due by individuals subject to Luxembourg State social security scheme in relation to their professional and capital income.

21.3 Method of Valuation of Investments

In valuing total assets, the following rules will apply:

(1) The value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Company may consider appropriate in such case to reflect the true value thereof.

(2) The value of such securities, financial derivative instruments and assets will be determined on the basis of the closing or last available price on the stock exchange or any Regulated Market or Other Market as aforesaid on which these securities or assets are traded or admitted for trading. Where such securities or other assets are quoted or dealt in on one or more than one stock exchange or Regulated Market or Other Market, the Directors shall make regulations for the order of priority in which stock exchanges or Regulated Markets or Other Markets shall be used for the provisions of prices of securities or assets.

(3) If a security is not traded or admitted on any official stock exchange or Regulated Market or Other Market, or in the case of securities so traded or admitted the last available price of which does not reflect their true value, the Directors are required to proceed on the basis of their expected sales price, which shall be valued with prudence and in good faith.

(4) The financial derivative instruments which are not listed on any official stock exchange or traded on any other organised market are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company’s initiative. The reference to fair value shall be understood as a reference to the amount for which an asset could be exchanged, or a liability be settled, between knowledgeable, willing parties in an arm’s length transaction. The reference to reliable and verifiable valuation shall be understood as a reference to a valuation, which does not rely only on market quotations of the counterparty and which fulfils the following criteria:

(a) The basis of the valuation is either a reliable up-to-market value of the instrument, or, if such value is not available, a pricing model using an adequate recognised methodology.

(b) Verification of the valuation is carried out by one of the following:

(i) an appropriate third party which is independent from the counterparty of the OTC derivative, at an adequate frequency and in such a way that the Company is able to check it; or

(ii) a unit within the Company which is independent from the department in charge of managing the assets and which is adequately equipped for such purpose.

(5) Units or shares in undertakings for collective investments shall be valued on the basis of their last available net asset value as reported by such undertakings.

(6) Liquid assets and money market instruments may be valued at nominal value plus any accrued interest or on an amortised cost basis. All other assets, where practice allows, may be valued in the same manner.

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(7) If any of the aforesaid valuation principles do not reflect the valuation method commonly used in specific markets or if any such valuation principles do not seem accurate for the purpose of determining the value of the Company’s assets, the Directors may fix different valuation principles in good faith and in accordance with generally accepted valuation principles and procedures.

(8) Any assets or liabilities in currencies other than the base currency of the Funds will be converted using the relevant spot rate quoted by a bank or other recognised financial institution.

21.4 Investors should read carefully the other provisions set out in the attached Luxembourg Prospectus, including but not limited to provisions relating to market timing, investment restrictions, merger and dissolution of the Company.

21.5 Foreign Account Tax Compliance Act Requirements

The Foreign Account Tax Compliance Act (“FATCA”), a portion of the 2010 Hiring Incentives to Restore Employment Act, became law in the United States of America in 2010. It requires financial institutions outside the U.S. (“foreign financial institutions” or “FFIs”) to pass information about “Financial Accounts” held by “Specified US Persons”, directly or indirectly, to the US tax authorities, the Internal Revenue Service (“IRS”) on an annual basis. A 30% withholding tax is imposed on certain US source income of any FFI that fails to comply with this requirement.

On 28 March 2014, the Grand-Duchy of Luxembourg entered into a Model 1 Intergovernmental Agreement (“IGA”) with the United States of America and a memorandum of understanding in respect thereof. The Company would hence have to comply with such Luxembourg IGA as implemented into Luxembourg law by the Law of 24 July 2015 relating to FATCA (the “FATCA Law”) in order to comply with the provisions of FATCA rather than directly complying with the US Treasury Regulations implementing FATCA. Under the FATCA Law and the Luxembourg IGA, the Company may be required to collect information aiming to identify its direct and indirect Shareholders that are Specified US Persons for FATCA purposes (“reportable accounts”). Any such information on reportable accounts provided to the Company will be shared with the Luxembourg tax authorities which will exchange that information on an automatic basis with the Government of the United States of America pursuant to Article 28 of the convention between the Government of the United States of America and the Government of the Grand-Duchy of Luxembourg for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes in Income and Capital, entered into in Luxembourg on 3 April 1996.

The Company has registered with the IRS and intends to comply with the provisions of the FATCA Law and the Luxembourg IGA to be deemed compliant with FATCA and will thus not be subject to the 30% withholding tax with respect to its share of any such payments attributable to actual and deemed US investments of the Company. The Company will continually assess the extent of the requirements that FATCA and notably the FATCA Law place upon it.

To ensure the Company’s compliance with FATCA, the FATCA Law and the Luxembourg IGA in accordance with the foregoing, the Company, the Management Company, in its capacity as the Company’s management company and/or the Administrator, may:

a. request information or documentation, including withholding certificate (e.g. W-9 or W-8 tax forms), a Global Intermediary Identification Number, if applicable, or any other valid evidence of a Shareholder’s FATCA registration with the IRS or a corresponding exemption, in order to ascertain such Shareholder’s FATCA status;

b. report information concerning a Shareholder and his account holding in the Company to the Luxembourg tax authorities if such account is deemed a US reportable account under the FATCA Law and the Luxembourg IGA;

c. report information to the Luxembourg tax authorities (Administration des Contributions Directes) concerning payments to shareholders with FATCA status of a non-participating foreign financial institutions;

d. deduct applicable US withholding taxes from certain payments made to a Shareholder by or on behalf of the Company in accordance with the FATCA Law and the Luxembourg IGA; and

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e. divulge any personal information to any immediate payor of certain US source income as may be required for withholding and reporting to occur with respect to the payment of such income.

Shareholders should consult their own tax advisors regarding the FATCA requirements with respect to their own situation. In particular, Shareholders who hold their shares through intermediaries should confirm the FATCA compliance status of those intermediaries to ensure that they do not suffer US withholding tax on their investment returns.

21.6 Data Protection

21.6.1 The Company (the “Controller”) processes information relating to several categories of identified or identifiable natural persons (including, in particular but not limited to, prospective or existing investors, their beneficial owners and other natural persons related to prospective or existing investors) who are hereby referred to as the “Data Subjects”. This information has been, is and/or will be provided to, obtained by, or collected by or on behalf of, the Controller directly from the Data Subjects or from other sources (including prospective or existing investors, intermediaries such as distributors, wealth managers and financial advisers, as well as public sources) and is hereby referred to as the “Data”.

Detailed and up-to-date information regarding the processing of Data by the Controller is contained in a privacy notice (the “Privacy Notice”). Investors and any persons contacting, or otherwise dealing directly or indirectly with the Controller or its service providers in relation to the Company are invited to obtain and take the time to carefully consider and read the Privacy Notice.

Any question, enquiry or solicitation regarding the Privacy Notice and the processing of Data by the Controller in general may be addressed by mail for the attention of the Directors at the registered office of the Company.

Please refer to “Processing of personal data” and “Obtaining and accessing the Privacy Notice” of the Luxembourg Prospectus for further details on the Data protection and Privacy Notice.

21.6.2 Each investor hereby consents to the Company, Investment Manager, Management Company, Global Distributor, Administrator, Depositary, Distributors and Singapore Representative and such Third Party Service Providers as the Company or Management Company may engage, and who may be located outside Luxembourg and/or Singapore, collecting, receiving, using, storing, disclosing and processing the investor’s Personal Data (as defined in the Singapore Personal Data Protection Act) as set out in the investor’s application form, subscription form, account opening documents and/or otherwise provided by the investor or possessed by the abovementioned parties, for one or more of the purposes as stated in the Personal Data Protection Statement as set out on the Investment Manager’s website at http://www.lionglobalinvestors.com, which in summary includes but is not limited to (i) processing the investor’s application for and providing the investor with the Company’s products and services which are supplemented by the services of the Investment Manager, Management Company, Global Distributor, Administrator, Depositary, Distributors and such Third Party Service Providers; and (ii) administering and/or managing the investor’s relationship and/or account(s) with the Company.

“Third Party Service Providers” includes but is not limited to registrars, transfer agents, auditors and/or other professional service providers used in the provision of products and services to an investor and each investor hereby further consents to them collecting, receiving, using, storing, disclosing and processing the investor’s Personal Data in their respective roles and capacities, where applicable.

21.2 Liquidity Risk Management

The Investment Manager has established liquidity risk management policies which enable them to identify, monitor, and manage the liquidity risks of the Funds. Such policies, combined with the liquidity management tools available, seek to achieve fair treatment of Shareholders, and safeguard the interests of remaining Shareholders against the redemption behaviour of other investors and mitigate against systemic risk.

The liquidity risk management policies take into account the Funds’ liquidity terms, asset class, liquidity tools and regulatory requirements.

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The liquidity risk management tools available to manage liquidity risk include the following:

(a) The Company may not borrow for the account of any Fund, other than amounts which do not in aggregate exceed 10% of the Net Asset Value of the Fund, and then only as a temporary measure. For the purpose of this restriction the acquisitions of foreign currency by back to back loans are not considered to be borrowings;

(b) The Company may suspend or defer the calculation of the Net Asset Value per Share of any Share Class in any Fund and/or the issue and/or redemption of any Share Class in such Fund, and/or the right to switch Shares of any Share Class in any Fund into Shares of the same Share Class of the same Fund or any other Fund;

(c) The Company reserves the right not to accept instructions to redeem or switch on any one Dealing Day more than 10% of the total value of Shares in issue of any Fund. In these circumstances, the Directors may declare that the redemption of part or all Shares in excess of 10% for which a redemption or switch has been requested will be deferred until the next Dealing Day and will be valued at the Net Asset Value per Share prevailing on that Dealing Day. On such Dealing Day, deferred requests will be dealt with in priority to later requests and in the order that requests were initially received by the Administrator;

(d) The Funds are single priced and may suffer a reduction in value as a result of the transaction costs incurred in the purchase and sale of its underlying investments and the spread between the buying and selling prices of such investments caused by subscriptions, switches and/or redemptions in and out of a Fund. This is known as “dilution”. In order to counter this and to protect Shareholders’ interests, the Company may apply a technique known as swing pricing or dilution adjustment as part of its valuation policy. This will mean that in certain circumstances the Company will make adjustments in the calculations of the Net Asset Values per Share, to counter the impact of dealing and other costs on occasions when these are deemed to be significant; and

(e) If a Fund is primarily invested in markets which are closed for business other than ordinary holidays at the time the Fund is valued, the Directors may, during periods of market volatility, and by derogation from the provisions, under “Calculation of Net Asset Value” of the Luxembourg Prospectus, cause the Company to allow for the Net Asset Value per Share to be adjusted to reflect more accurately the fair value of the Fund’s investments at the point of valuation.

The Investment Manager also establishes appropriate thresholds for the Funds’ liquidity as part of its ongoing liquidity risk monitoring procedures. These thresholds act as indicators for the Investment Manager to conduct further liquidity analysis and to take remedial actions on a timely basis when the analysis reveals vulnerabilities.

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LGLOBAL FUNDS

- ASIA HIGH DIVIDEND EQUITY FUND

- ASIAN HIGH CONVICTION EQUITY FUND

SINGAPORE PROSPECTUS

BOARD OF DIRECTORS

Signed:

Gerard LeeDirector

Signed:

James Tan Thian PengDirector

Signed:

Lim Shyong PiauDirector

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1

LGlobal Funds

Investment Company with variable capital in Luxembourg

PROSPECTUS

April 2019

Registered office:

60, avenue J.F. Kennedy, L-1855, Luxembourg

VISA 2019/156164-7043-0-PCL'apposition du visa ne peut en aucun cas servird'argument de publicitéLuxembourg, le 2019-04-19Commission de Surveillance du Secteur Financier

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IMPORTANT INFORMATION This Prospectus should be read in its entirety before making any application for Shares. If you are in any doubt about the contents of this Prospectus you should consult your financial, tax, legal or other professional adviser. Shares are offered on the basis of the information contained in this Prospectus and the documents referred to herein. No person has been authorised to issue any advertisement or to give any information, or to make any representations in connection with the offering, placing, subscription, sale, switching or redemption of Shares other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor the offer, placement, subscription or issue of any of the Shares shall under any circumstances create any implication or constitute a representation that the information given in this Prospectus is correct as of any time subsequent to the date hereof. The Directors, whose names appear below, have taken all reasonable care to ensure that the information contained in this Prospectus is, to the best of their knowledge and belief, in accordance with the facts and does not omit anything material to such information. The Directors accept responsibility accordingly. The distribution of this Prospectus and supplementary documentation and the offering of Shares may be restricted in certain countries. Investors wishing to apply for Shares should inform themselves as to the requirements within their own country for transactions in Shares, any applicable exchange control regulations and the tax consequences of any transaction in Shares. Accordingly, no person receiving a copy of this Prospectus and/or an application form or subscription agreement in any territory may treat the same as constituting an invitation to him to purchase or subscribe for Shares nor should he in any event use such an application form or subscription agreement unless in the relevant territory such an invitation could lawfully be made without compliance with any registration or other legal requirement. This Prospectus does not constitute an offer or solicitation by anyone in any country in which such offer or solicitation is not lawful or authorised, or to any person to whom it is unlawful to make such offer or solicitation. Investors should note that not all of the protections provided under their relevant regulatory regime may apply and there may be no right to compensation under such regulatory regime, if such scheme exists. Processing of personal data Personal data related to identified or identifiable natural persons provided to, collected or otherwise obtained by or on behalf of, the Company (the "Controller") will be processed by the Controller in accordance with the Privacy Notice referred to in this Prospectus, a current version of which accompanies this Prospectus or is available and can be accessed or obtained online (https://securities.bnpparibas.com/data-protection-notice.html) Investors and any person contacting, or otherwise dealing directly or indirectly with the Controller are invited to read carefully and consider the Privacy Notice, prior to contacting or otherwise so dealing, and in any event prior to providing or causing the provision of any Data directly or indirectly to the Controller. The distribution of this Prospectus in certain countries may require that this Prospectus be translated into the languages specified by the regulatory authorities of those countries. Should any inconsistency arise between the translated and the English version of this Prospectus, the English version shall always prevail. The price of Shares in the Company and the income from them may go down as well as up and an Investor may not get back the amount invested. Copies of this Prospectus can be obtained from and enquiries regarding the Company should be addressed to the registered office of the Company. The Company draws the investors' attention to the fact that any investor will only be able to fully exercise his investor rights directly against the Company, notably the right to participate in general Shareholders' meetings if the investor is registered himself and in his own name in the Shareholders' register of the Company. In cases where an investor invests in the Company through an intermediary investing into the Company in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights directly against the Company. Investors are advised to take advice on their rights.

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TABLE OF CONTENTS Page DEFINITIONS ........................................................................................................................... 4 BOARD OF DIRECTORS ...................................................................................................... 7 ADMINISTRATION .................................................................................................................. 7 1. THE COMPANY ........................................................................................................... 8

1.1 STRUCTURE ............................................................................................................................ 8 1.2 INVESTMENT OBJECTIVES AND POLICIES.................................................................... 8 1.3 SHARE CLASSES ................................................................................................................... 8

2. SHARE DEALING ...................................................................................................... 10 2.1 SUBSCRIPTION FOR SHARES ......................................................................................... 10 2.2 REDEMPTION AND SWITCHING OF SHARES .............................................................. 14 2.3 CALCULATION OF NET ASSET VALUE .......................................................................... 16 2.4 SUSPENSIONS OR DEFERRALS ..................................................................................... 18 2.5 MARKET TIMING AND FREQUENT TRADING POLICY ............................................... 19

3. GENERAL INFORMATION ...................................................................................... 20 3.1 ADMINISTRATION DETAILS, CHARGES AND EXPENSES ........................................ 20 3.2 COMPANY INFORMATION ................................................................................................. 25 3.3 DIVIDENDS ............................................................................................................................ 26 3.4 TAXATION .............................................................................................................................. 27 3.5 MEETINGS AND REPORTS ............................................................................................... 31 3.6 DETAILS OF SHARES ......................................................................................................... 31

APPENDIX I – INVESTMENT RESTRICTIONS .............................................................. 34 1. INVESTMENT IN TRANSFERABLE SECURITIES AND LIQUID ASSETS ................. 34 2. INVESTMENT IN OTHER ASSETS ................................................................................... 38 3. FINANCIAL DERIVATIVE INSTRUMENTS ....................................................................... 39 4. USE OF TECHNIQUES AND INSTRUMENTS RELATING TO TRANSFERABLE

SECURITIES AND MONEY MARKET INSTRUMENTS ................................................. 39 5. RISK MANAGEMENT PROCESS ....................................................................................... 40 6. MISCELLANEOUS ................................................................................................................ 40

APPENDIX II – RISKS OF INVESTMENT ........................................................................ 41 APPENDIX III – FUND DETAILS ........................................................................................ 51

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DEFINITIONS "2010 Law" Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as amended from time to time "Absolute VaR Approach" a method of calculation of global exposure as detailed in applicable laws and regulations, including but not limited to CSSF Circular 11/512 "Accumulation Shares" shares which accumulate their income so that the income is included in the price of the shares "Administrator" BNP Paribas Securities Services, Luxembourg Branch, acting as fund administrator, registrar and transfer agent and domiciliary agent "Articles" the articles of incorporation of the Company as amended from time to time "AUD" Australian Dollars "Business Day" a week day on which banks are normally open for business in Luxembourg and Singapore unless otherwise defined for a Fund "CHF" Swiss Franc "Commitment Approach" a method of calculation of global exposure as detailed in applicable laws and regulations, including but not limited to CSSF Circular 11/512 "Company" LGlobal Funds "Depositary" BNP Paribas Securities Services, Luxembourg Branch, acting as depositary "CSSF" Commission de Surveillance du Secteur Financier "Dealing Day" unless provided for in the Fund’s details in Appendix III, a dealing day is 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 "Directors" the Board of Directors of the Company "Distributor" a person or entity duly appointed from time to time to distribute or arrange for the distribution of Shares (including the Global Distributor) "Distribution Period" the period from one date on which dividends are paid by the Company to the next. This may be annual or shorter where dividends are paid more regularly. 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 in relation to each Fund.

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"Distribution Shares" shares which distribute their income "EEA" European Economic Area "Eligible State" includes any member state of the European Union ("EU"), any member state of the Organisation for Economic Co-operation and Development ("OECD"), and any other state which the Directors deem appropriate with regard to the investment objective of each Fund "EMU" Economic and Monetary Union "EU" European Union "EUR" the Common European Currency (also referred to as the Euro) "Fund" a separate portfolio of assets for which a specific investment policy applies and to which specific liabilities, income and expenditure will be applied. The assets of a Fund are exclusively available to satisfy the rights of shareholders in relation to that Fund and the rights of creditors whose claims have arisen in connection with the creation, operation or liquidation of that Fund "GBP" British Pound "Global Distributor" Lion Global Investors Limited "HKD" Hong Kong Dollar "Investment Manager" or "Lion Global Investors" Lion Global Investors Limited "Investor" a subscriber for Shares "JPY" Japanese Yen "KIID" a key investor information document relating to each Share Class. Information on Share Class launches will be available on the website www.lionglobalinvestors.com. The Management Company draws the attention of the Investors to the fact that before any subscription for Shares, the Investors may consult the KIID available on the website www.lionglobalinvestors.com or on www.mdo-manco.com/our-clients(the website of the Management Company). The KIID may also be obtained as a paper copy at the registered office of the Management Company or of the Global Distributor, free of charge. "Management Company" MDO Management Company S.A. “MiFID” Directive 2014/65/EU on markets in financial instruments and Regulation EU 600/2014 on markets in financial instruments and any EU or Luxembourg implementing laws and regulations.

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"Net Asset Value" Net Asset Value per Share multiplied by the number of Shares "Net Asset Value per Share" the value per Share of any Share Class determined in accordance with the relevant provisions described under "Calculation of Net Asset Value" "Other Market" another market which is regulated, operates regularly and is recognised and open to the public "Regulated Market" A regulated market as defined in MiFID, namely a market which appears on the list of the regulated markets drawn up by each Member State, which functions regularly, is characterized by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market, requiring compliance with all the reporting and transparency requirements laid down by MiFID and any other market which is regulated, operates regularly and is recognised and open to the public in an Eligible State. "Relative VaR Approach" a method of calculation of global exposure as detailed in applicable laws and regulations, including but not limited to CSSF Circular 11/512 "RESA" Recueil Electronique des Sociétés et Associations "SGD" Singapore Dollars "Share Class" a class of Shares with a specific fee structure or other distinctive features "Share" a share of no par value in any one Share Class in the capital of the Company "Shareholder" a holder of Shares "UCITS" an undertaking for collective investment in transferable securities "UCI" other undertaking for collective investment "UK" United Kingdom "USA" or "US" United States of America (including the States and the District of Columbia), its territories, its possessions and any other areas subject to its jurisdiction "USD" United States Dollar All references herein to time are to Central European Time (CET) unless otherwise indicated. Words importing the singular shall, where the context permits, include the plural and vice versa.

BOARD OF DIRECTORS - Gerard Lee (Chairman)

Chief Executive Officer Lion Global Investors Limited

- James Tan Thian Peng Chief Operating Officer Lion Global Investors Limited

- Lim Shyong Piau Chief Marketing Officer Lion Global Investors Limited

ADMINISTRATION Registered Office of the Company: 60, avenue J.F. Kennedy, L-1855 Luxembourg, 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 (Singapore Company Registration No. 198601745D), 65 Chulia Street, #18-01 OCBC Centre, Singapore 049513 Depositary BNP Paribas Securities Services, Luxembourg Branch, 60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg Administrator, Registrar and Transfer Agent, Domiciliary Agent BNP Paribas Securities Services, Luxembourg Branch 60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg Auditor PricewaterhouseCoopers, société coopérative, 2, rue Gerhard Mercator B.P. 1443 L-1014 Grand Duchy of Luxembourg Legal Advisers as to matters of Luxembourg law Elvinger Hoss Prussen, société anonyme, 2 Place Winston Churchill, BP 425, L-2014 Luxembourg, Grand Duchy of Luxembourg

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1. THE COMPANY 1.1 STRUCTURE The Company is an open-ended investment company organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and qualifies as a société d’investissement à capital variable ("SICAV"). The Company operates separate Funds, each of which is represented by one or more Share Classes. The Funds are distinguished by their specific investment policy or any other specific features. The Company constitutes a single legal entity, but the assets of each Fund shall be invested for the exclusive benefit of the Shareholders of the corresponding Fund and the assets of a specific Fund are solely accountable for the liabilities, commitments and obligations of that Fund. Certain Shares may be listed on the Luxembourg Stock Exchange. The Directors may decide to make an application to list certain Shares, as well as list all such shares on any recognised stock exchange. The Directors may at any time resolve to set up new Funds and/or create within each Fund one or more Share Classes and this Prospectus will be updated if and when required. The Directors may also at any time resolve to close a Fund, or one or more Share Classes within a Fund to further subscriptions. 1.2 INVESTMENT OBJECTIVES AND POLICIES 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 its portfolios. The specific investment objective and policy of each Fund is described in Appendix III. The investments of each Fund shall at any time comply with the restrictions set out in Appendix I, and Investors should, prior to any investment being made, take due account of the risks of investments set out in Appendix II. 1.3 SHARE CLASSES 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, which may differ as a consequence of these variable factors, will be calculated for each Share Class. 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 in relation to each Fund. Investors may enquire at the Administrator, Global Distributor or their 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). 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 Company, the Investment Manager or the Distributors. The particular features of each Share Class are as follows: Initial Charges A Shares Up to 5% of the total subscription amount G Shares None

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I Shares None L Shares None The Global Distributor and Distributors are entitled to the initial charge, which can be partly or fully waived at their discretion. Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount (as indicated or equivalent in any freely convertible currencies) The Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount are, if applicable, set out in Appendix III in relation to each Fund. The Company may at its absolute discretion from time to time (i) waive the Minimum Subscription Amount, Minimum Additional Subscription Amount and Minimum Holding Amount, if any, or (ii) compulsorily redeem any shareholding with a value below the Minimum Holding Amount, if any, or such other amount as the Company at its absolute discretion may determine. Specific features of certain Share Classes G 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. I Shares are only available to institutional investors within the meaning of article 174 of the 2010 Law. 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.

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2. SHARE DEALING 2.1 SUBSCRIPTION FOR SHARES How to subscribe Investors subscribing for Shares for the first time have to complete an application form and send it with applicable identification documents by post to the Administrator. Application forms may be accepted by facsimile transmission or other means approved by the Administrator, provided that the original is immediately forwarded by post. If completed application forms are received by the Administrator on any Dealing Day before 11.00 a.m. CET, Shares will normally be issued at the relevant Net Asset Value per Share, as defined below under "Calculation of Net Asset Value", determined on the Dealing Day (plus any applicable initial charge). For completed applications received after 11.00 a.m. CET, Shares will normally be issued at the relevant Net Asset Value per Share on the immediately following Dealing Day (plus any applicable initial charge). However, the Directors may permit, if they deem it appropriate, different dealing cut-off times to be determined in justified circumstances, such as distribution to Investors in jurisdictions with a different time zone. Such different cut-off times may either be specifically agreed upon with Distributors or may be published in any supplement to the Prospectus or other marketing document used in the jurisdiction concerned. In such circumstances, the applicable dealing cut-off time applied to Shareholders must be no later than 11.00 a.m. CET. Subsequent subscription for Shares does not require completion of a second application form. However, Investors shall provide written instructions as agreed with the Administrator to ensure smooth processing of subsequent subscriptions. Instructions may also be made by letter, facsimile transmission, in each case duly signed, or such other means approved by the Administrator. In cases where dealing is suspended in a Fund into which a subscription has been requested, the processing of the subscription will be held over until the next Dealing Day where dealing is no longer suspended. With regard to registered Shares, confirmations of transactions will normally be dispatched on the Business Day following the execution of subscription instructions. Shareholders should promptly check these confirmations to ensure that they are correct in every detail. Investors are advised to refer to the terms and conditions on the application form to inform themselves fully of the terms and conditions to which they are subscribing. Different subscription procedures may apply if applications for Shares are made through Distributors. All applications to subscribe for Shares shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value per Share for that Dealing Day. How to pay Payment should be made by electronic bank transfer net of all bank charges (i.e. at the Investor’s expense). Further settlement details are available on the application form. Shares are normally issued once settlement in cleared funds is received. In the case of applications from approved financial intermediaries or other investors authorised by the Company, the settlement of the subscription has to be made within a previously agreed period not exceeding four Business Days from the relevant Dealing Day. If, on the settlement date, banks are not open for business in the country of the currency of settlement, then settlement will be on the next Business Day on which those banks are open. If timely settlement is not made, an application may lapse and be cancelled at the cost of the applicant or his/her financial intermediary. Failure to make good settlement by the settlement date may result in the Company bringing an action against the defaulting Investor or his/her financial intermediary or deducting any costs or losses incurred by the Company against any existing holding of the applicant in the Company. In all cases, any confirmation of transaction and any money returnable to the Investor will be held by the Depositary without payment of interest pending receipt of the remittance. Payment should normally be made in the currency of the relevant Share Class. However, a currency exchange service for subscriptions is provided by the Administrator on behalf of, and at the cost and risk of, the Investor. Further information is available from the Administrator or any Distributor on request.

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Different settlement procedures may apply if applications for Shares are made through Distributors. Price Information The Net Asset Value per Share of all Share Classes are available from the registered office of the Company. Such figures may, at the Company's discretion, be published in other media as they deem appropriate and will be available on the website www.lionglobalinvestors.com. Neither the Company nor the Distributors accept responsibility for any error in publication or for non-publication of the Net Asset Value per Share. Types of Shares Shares will be issued in registered form only. Registered Shares are in non-certificated form. Fractional entitlements to registered Shares will be rounded down to two decimal places. Shares may also be held and transferred through accounts maintained with clearing systems. General Instructions to subscribe, once given, are irrevocable, except in the case of a suspension or deferral of dealing. The Company in its absolute discretion reserves the right to reject any application in whole or in part. If an application is rejected, any subscription money received will be refunded at the cost and risk of the Investor without interest. Prospective Investors should inform themselves as to the relevant legal, tax and exchange control regulations in force in the countries of their respective citizenship, residence or domicile. The Global Distributor may have agreements with certain Distributors pursuant to which they agree to act as or appoint nominees for Investors subscribing for Shares through their facilities. In such capacity, the Distributor may effect subscriptions, switches and redemptions of Shares in nominee name on behalf of individual Investors and request the registration of such operations on the register of Shareholders of the Company in nominee name. The Distributor or nominee maintains its own records and provides the Investor with individualised information as to its holdings of Shares. Except where local law or custom proscribes the practice, Investors may invest directly in the Company and not avail themselves of a nominee service. Unless otherwise provided by local law, any Shareholder holding shares in a nominee account with a Distributor has the right to claim, at any time, direct title to such Shares. Subscriptions in Kind The Directors may from time to time accept subscriptions for Shares against contribution in kind of securities or other assets which could be acquired by the relevant Fund pursuant to its investment policy and restrictions. Any such subscriptions in kind will be made at the Net Asset Value of the assets contributed calculated in accordance with the rules set out under "Calculation of Net Asset Value" and will (if applicable) be subject of an independent auditor’s report drawn up in accordance with the requirements of Luxembourg law. The cost of such reports shall be borne by the Investor unless the Company considers that the subscription in kind is in its own interest or made to protect its own interests. Should the Company not receive good title to the assets contributed this may result in the Company bringing an action against the defaulting Investor or his/her financial intermediary or deducting any costs or losses incurred by the Company or Management Company or the Administrator against any existing holding of the applicant in the Company. Anti-Money Laundering Procedures Pursuant to international rules and Luxembourg laws and regulations comprising, but not limited to, the law of 12 November 2004 on the fight against money laundering and financing of terrorism, as amended, and circulars of the supervising authority, obligations have been imposed on all professionals of the financial sector to prevent the use of undertakings for collective investment for money laundering and financing of terrorism purposes. As a result of such provisions, the registrar and transfer agent of a Luxembourg undertaking for collective investment must in principle ascertain the identity of the subscriber in accordance with Luxembourg laws and regulations. The Registrar and Transfer Agent may require subscribers to provide any document it deems necessary to effect such identification.

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In case of delay or failure by an applicant to provide the documents required, the application for subscription (or, if applicable, for redemption) will not be accepted. Neither the undertakings for collective investment nor the Registrar and Transfer Agent have any liability for delays or failure to process deals as a result of the applicant providing no or incomplete documentation. Shareholders may be requested to provide additional or updated identification documents from time to time pursuant to ongoing client due diligence requirements under relevant laws and regulations. Data Protection The Company (the "Controller") processes information relating to several categories of identified or identifiable natural persons (including, in particular but not limited to, prospective or existing investors, their beneficial owners and other natural persons related to prospective or existing investors) who are hereby referred to as the "Data Subjects". This information has been, is and/or will be provided to, obtained by, or collected by or on behalf of, the Controller directly from the Data Subjects or from other sources (including prospective or existing investors, intermediaries such as distributors, wealth managers and financial advisers, as well as public sources) and is hereby referred to as the "Data".

Detailed and up-to-date information regarding the processing of Data by the Controller is contained in a privacy notice (the "Privacy Notice"). Investors and any persons contacting, or otherwise dealing directly or indirectly with the Controller or its service providers in relation to the Company are invited to obtain and take the time to carefully consider and read the Privacy Notice.

Any question, enquiry or solicitation regarding the Privacy Notice and the processing of Data by the Controller in general may be addressed by mail for the attention of the Directors at the registered office of the Company.

Obtaining and accessing the Privacy Notice

The Privacy Notice is available and can be accessed or obtained online (https://securities.bnpparibas.com/data-protection-notice.html) or upon request addressed by mail for the attention of the Directors at the registered office of the Company. The Privacy Notice is available in both paper and e-format.

The Privacy Notice notably sets out and describes in more detail:

� the legal basis for processing the Data; and where applicable the categories of Data processed, from which source the Data originate, and the existence of automated decision-making, including profiling (if any);

� that Data will be disclosed to several categories of recipients; that certain of these recipients (the "Processors") are processing the Data on behalf of the Controller; that the Processors include most of the service providers of the Controller; and that the Processors will act as processors on behalf of the Controller and may also process Data as independent data controllers for their own purposes;

� that Data will be processed by the Controller and the Processors for several purposes (the "Purposes") and that these Purposes include (i) the general holding, maintenance, management and administration of prospective and existing investment and interest in the Company, (ii) enabling the Controller and the Processors to perform their services for the Company, and (iii) enabling the Controller and the Processors to comply with legal, regulatory and/or tax (including FATCA/CRS) obligations;

� that Data may, and where appropriate will, be transferred outside of the European Economic Area, including to countries whose legislation does not ensure an adequate level of protection as regards the processing of personal data;

� that any communication (including telephone conversations) (i) may be recorded by the Controller and the Processors and (ii) will be retained for a period of 10 years from the date of the recording;

� that Data will not be retained for longer than necessary with regard to the Purposes, in accordance with applicable laws and regulations, subject always to applicable legal minimum retention periods;

� that failure to provide certain Data may result in the inability to deal with, invest or maintain an investment or interest in the Company;

� that Data Subjects have certain rights in relation to the Data relating to them, including the right to request access to such Data, or have such Data rectified or deleted, the right to ask for the processing of such Data to be restricted or to object thereto, the right to portability, the right to lodge a complaint with the relevant data protection supervisory authority, or the right to withdraw any consent after it was given.

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All persons contacting, or otherwise dealing directly or indirectly with the Controller or its service providers in relation to the Company, will likely be requested to formally acknowledge, agree, accept, represent, warrant and/or undertake (where applicable) that they have obtained and/or have been able to access the Privacy Notice; that the Privacy Notice may be amended at the sole discretion of the Controller; that they may be notified of any change to or update of the Privacy Notice by any means that the Controller deems appropriate, including by public announcement; that they have authority to provide, or to cause or allow the provision, to the Controller any Data relating to third-party natural persons that they provide, or cause or allow the provision, to the Controller; that, if necessary and appropriate, they are required to obtain the (explicit) consent of the relevant third-party natural persons to such processing; that these third-party natural persons have been informed of the processing by the Controller of the Data as described herein and their related rights; that these third-party natural persons have been informed of, and provided with, easy access to the Privacy Notice; that when notified of a change or update of the Privacy Notice they will continue this change or update to these third-party natural persons; that they and each of these third-party natural persons shall abide by any limitation of liability provision contained in the Privacy Notice; and that they shall indemnify and hold the Controllers harmless from and against adverse consequences arising from any breach of the foregoing.

Restrictions applying to certain investors General Shares may not be held by any person in breach of the law or requirements of any country or governmental authority including, without limitation, exchange control regulations. Each investor must represent and warrant to the Company that, amongst other things, he is able to acquire Shares without violating applicable laws. Power is reserved in the Articles to compulsorily redeem any Shares held directly or beneficially in contravention of these prohibitions. In particular, please note that the Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any other applicable law of the United States. The Company has not been and will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended. The Shares are being offered and sold outside the United States to persons that are not "U.S. Persons" (as defined below). The Shares are not and may not be offered or made available or sold to or for the account of U.S. Persons and nothing in this Prospectus is directed to or is intended for U.S. Persons. Applicants for Shares may be required to declare that they are not U.S. Persons and that they are neither acquiring Shares on behalf of U.S. Persons nor acquiring Shares with the intent to sell or transfer them to U.S. Persons. For the purpose of this Prospectus only, the term "U.S. Persons" includes both "U.S. person" as defined in Regulation S promulgated under the U.S. Securities Act and "U.S. Holder" which is defined below. Under the U.S. Securities Act, the term "U.S. person" means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a non-United States entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if (a) organized or incorporated under the laws of any non-United States jurisdiction and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by "accredited investors" (as defined in Regulation D promulgated under the U.S. Securities Act) who are not natural persons, estates or trusts. For the purposes of the U.S. Securities Act, the term "U.S. person" does not include: (i) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual), resident in the United States; (ii) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if (a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and (b) the estate is governed by non-United States law; (iii) any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. person; (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States; (v) an agency or branch of a U.S. person located outside the United States if (a) the agency or branch operates for valid business reasons and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) the International Monetary Fund, the International Bank for Reconstruction and

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Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, any other similar international organizations, and their respective agencies, affiliates and pension plans. The term "U.S. Holder" includes: a U.S. citizen or resident individual of the United States; a partnership of a corporation created or organized in the United States or under law of the United States or any State thereof, or the District of Columbia; an estate of a decedent that is a citizen or resident of the United States; or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more U.S. Holders have the authority to control all substantial decisions of the trust. 2.2 REDEMPTION AND SWITCHING OF SHARES Redemption Procedure Redemption instructions accepted by the Administrator on any Dealing Day before 11.00 a.m. CET will normally be executed at the relevant Net Asset Value per Share calculated on the Dealing Day (less any applicable redemption charge). Instructions accepted by the Administrator after 11.00 a.m. CET will normally be executed on the following Dealing Day. The Directors may permit, if they deem it appropriate, different dealing cut-off times to be determined in justified circumstances, such as distribution to Investors in jurisdictions with a different time zone. Such different cut-off times may either be specifically agreed upon with Distributors or may be published in any supplement to the Prospectus or other marketing document used in the jurisdiction concerned. In such circumstances, the applicable dealing cut-off time applied to Shareholders must be no later than 11.00 a.m. CET. In cases where dealing is suspended in a Fund from which a redemption has been requested, the processing of the redemption will be held over until the next Dealing Day where dealing is no longer suspended. Redemptions can only be executed when any previously related transaction has been completed and/or if all relevant information, including but not limited to client due diligence and anti-money laundering documentation has been provided. Instructions to redeem shares may be given to the Administrator by completing the form requesting redemption of Shares or by letter, facsimile transmission or other means approved by the Administrator where the account reference and full details of the redemption must be provided. All instructions must be signed by the registered Shareholders, except where sole signatory authority has been chosen in the case of a joint account holding or where a representative has been appointed following receipt of a completed power of attorney. The power of attorney's form acceptable to the Administrator is available on request. Redemption Proceeds Redemption proceeds are normally paid by bank transfer or electronic transfer, within four Business Days from the relevant Dealing Day and will be instructed to be made at no cost to the Shareholder (save for bank charges levied by Shareholder’s own bank), provided the Administrator is in receipt of all documents required. The Company is not responsible for any delays or charges incurred at any receiving bank or settlement system nor for delays in settlement resulting from the local processing of payments. Redemption proceeds will normally be paid in the currency of the relevant Share Class. On request, redemption proceeds paid by bank transfer may be paid in freely convertible currencies on behalf of, at the cost and risk of, the Shareholder. If, in exceptional circumstances and for whatever reason, redemption proceeds cannot be paid within four Business Days from the relevant Dealing Day, for example when the liquidity of the relevant Fund does not permit, then payment will be made as soon as reasonably practicable thereafter at the Net Asset Value per Share calculated on the relevant Dealing Day. If, on the settlement date, banks are not open for business in the country of the settlement currency of the relevant Share Class, then settlement will be on the next Business Day on which those banks are open. Redemption requests will be considered binding and irrevocable by the Company and will, at the discretion of the Company, only be executed where the relevant Shares have been duly issued. Different settlement procedures may apply if instructions to redeem Shares are communicated via Distributors.

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Redemptions in Kind The Directors may from time to time permit redemptions in kind. Any such redemption in kind will be valued in accordance with the requirements of Luxembourg law. In case of a redemption in kind, Shareholders having accepted a redemption in kind will have to bear costs incurred by the redemption in kind (mainly costs resulting from drawing-up of the independent auditor’s report if such report is required under applicable laws and regulations) unless the Company considers that the redemption in kind is in its own interest or made to protect its own interests. Switching Procedure A switch transaction is a transaction by which the holding of a Shareholder is converted either into another Share Class within the same Fund or in different Funds within the Company provided they have similar settlement periods. Acceptance by the Administrator of switching instructions will be subject to the availability of the new Share Class/Fund and to the compliance with any eligibility requirements and/or other specific conditions attached to the new Share Class (such as minimum subscription and holding amounts, if any). The switching procedure is processed as a redemption followed by a new subscription. A switch transaction may only be processed on the first Dealing Day on which both the Net Asset Values of the Funds involved in the said transaction are calculated. Within one Share Class, Shareholders may request at any time the conversion of all or part of their holdings into shares of another Fund or Share Class. Switch requests should be sent to the Administrator by letter or facsimile transmission, and by indicating the name of the Fund into which the shares are to be converted and specifying the Share Class to be converted, the Share Class of the new Fund to be issued. If this information is not given, the switch will be made into shares of the same Class within the other Fund (where relevant). Provided the application together with the required documentation is received prior to 11.00 a.m. CET, on the Dealing Day, the shares will be converted based on the Net Asset Value per Share applicable on the applicable Dealing Day. Subject to a suspension of the calculation of the Net Asset Value, shares may be converted on any Dealing Day. The rate at which all or part of the holding of a given Fund (the "original Fund") is converted into shares of another Fund (the "new Fund ") is determined as precisely as possible in accordance with the following formula: A = ((B x C)-F) x E D A being the number of shares of the new Fund to be attributed; B being the number of shares of the original Fund to be converted; C being the prevailing Net Asset Value per share of the original Fund on the day in question; D being the prevailing Net Asset Value per share of the new Fund on the day in question; E being the exchange rate applicable at the time of the transaction between the currency of the Fund/Class to be converted and the currency of the Fund/Class to be attributed; and F being a conversion fee payable to the original Fund of up to 1%. Shareholders should seek advice from their local tax advisers to be informed on the local tax consequences of such transaction. General The value of Shares held by any Shareholder in any one Share Class after any switch or redemption should generally exceed the minimum investment, if any, set forth under 1.3 "Share Classes" for each Share Class. Unless waived by the Company, if, as a result of any switch or redemption request, the amount invested by any Shareholder in a Share Class in any one Fund falls below the minimum holding, if any, for that Share Class, it will be treated as an instruction to redeem or switch, as appropriate, the Shareholder’s total holding in the relevant Share Class.

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Confirmations of transactions will normally be dispatched by the Administrator on the next Business Day after Shares are switched or redeemed. Shareholders should promptly check these confirmations to ensure that they are correct in every detail. Delay in providing the relevant documents may cause the instruction to be delayed or lapse and be cancelled. Due to the settlement period necessary for redemptions, switch transactions will not normally be completed until the proceeds from the redemption are available. Switch requests will be considered binding and irrevocable by the Company and will, at the discretion of the Company, only be executed where the relevant Shares have been duly issued. Different redemption and switching procedures may apply if instructions to switch or redeem Shares are communicated via Distributors. All instructions to redeem or switch Shares shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value per Share for that Dealing Day. 2.3 CALCULATION OF NET ASSET VALUE Calculation of the Net Asset Value per Share (A) The Net Asset Value per Share of each Share Class will be calculated on each Dealing Day in the currency of

the relevant Share Class. It will be calculated by dividing the net asset value attributable to each Share Class, being the proportionate value of its assets less its liabilities, by the number of Shares of such Share Class then in issue. The resulting sum shall be rounded to the nearest three decimal places.

(B) If on any Dealing Day the aggregate transactions in Shares of a Fund result in a net increase or decrease of

Shares which exceeds a threshold set by the Directors from time to time for that Fund (relating to the cost of market dealing for that Fund), the Net Asset Value of the Fund may be adjusted by an amount (not exceeding 2% of that Net Asset Value) which reflects both the estimated fiscal charges and dealing costs that may be incurred by the Fund and the estimated bid/offer spread of the assets in which the Fund invests. The adjustment will be an addition when the net movement results in an increase of all Shares of the Fund and a deduction when it results in a decrease. Please see "Dilution" and "Dilution Adjustment" below for more details.

(C) The Directors reserve the right to allow the Net Asset Value per Share of each Share Class to be calculated

more frequently than once daily, or to otherwise alter dealing arrangements on a permanent or a temporary basis, for example, where the Directors consider that a material change to the market value of the investments in one or more Funds so demands. The Prospectus will be amended, following any such permanent alteration, and Shareholders will be informed accordingly.

(D) In valuing total assets, the following rules will apply:

(1) The value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid

expenses, cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Company may consider appropriate in such case to reflect the true value thereof.

(2) The value of such securities, financial derivative instruments and assets will be determined on the basis

of the closing or last available price on the stock exchange or any Regulated Market or Other Market as aforesaid on which these securities or assets are traded or admitted for trading. Where such securities or other assets are quoted or dealt in on one or more than one stock exchange or Regulated Market or Other Market, the Directors shall make regulations for the order of priority in which stock exchanges or Regulated Markets or Other Markets shall be used for the provisions of prices of securities or assets.

(3) If a security is not traded or admitted on any official stock exchange or Regulated Market or Other Market,

or in the case of securities so traded or admitted the last available price of which does not reflect their true value, the Directors are required to proceed on the basis of their expected sales price, which shall be valued with prudence and in good faith.

(4) The financial derivative instruments which are not listed on any official stock exchange or traded on any

other organised market are subject to reliable and verifiable valuation on a daily basis and can be sold,

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liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative. The reference to fair value shall be understood as a reference to the amount for which an asset could be exchanged, or a liability be settled, between knowledgeable, willing parties in an arm’s length transaction. The reference to reliable and verifiable valuation shall be understood as a reference to a valuation, which does not rely only on market quotations of the counterparty and which fulfils the following criteria:

(a) The basis of the valuation is either a reliable up-to-market value of the instrument, or, if such value

is not available, a pricing model using an adequate recognised methodology. (b) Verification of the valuation is carried out by one of the following:

(i) an appropriate third party which is independent from the counterparty of the OTC

derivative, at an adequate frequency and in such a way that the Company is able to check it; or

(ii) a unit within the Company which is independent from the department in charge of managing the assets and which is adequately equipped for such purpose.

(5) Units or shares in undertakings for collective investments shall be valued on the basis of their last

available net asset value as reported by such undertakings. (6) Liquid assets and money market instruments may be valued at nominal value plus any accrued interest

or on an amortised cost basis. All other assets, where practice allows, may be valued in the same manner.

(7) If any of the aforesaid valuation principles do not reflect the valuation method commonly used in specific

markets or if any such valuation principles do not seem accurate for the purpose of determining the value of the Company’s assets, the Directors may fix different valuation principles in good faith and in accordance with generally accepted valuation principles and procedures.

(8) Any assets or liabilities in currencies other than the base currency of the Funds will be converted using

the relevant spot rate quoted by a bank or other recognised financial institution. Dilution The Funds are single priced and may suffer a reduction in value as a result of the transaction costs incurred in the purchase and sale of its underlying investments and the spread between the buying and selling prices of such investments caused by subscriptions, switches and/or redemptions in and out of a Fund. This is known as "dilution". In order to counter this and to protect Shareholders’ interests, the Company may apply a technique known as swing pricing or dilution adjustment as part of its valuation policy. This will mean that in certain circumstances the Company will make adjustments in the calculations of the Net Asset Values per Share, to counter the impact of dealing and other costs on occasions when these are deemed to be significant. Dilution Adjustment The need to make a dilution adjustment will depend upon the net value of subscriptions, switches and redemptions received by a Fund on each Dealing Day. The Company therefore reserves the right to make a dilution adjustment where a Fund experiences a net cash movement which exceeds a threshold, set by the Directors from time to time, of the previous Dealing Day’s Net Asset Value. The Company may also make a discretionary dilution adjustment if, in its opinion, it is in the interest of existing Shareholders to do so. Where a dilution adjustment is made, it will typically increase the Net Asset Value per Share when there are net inflows into a Fund and decrease the Net Asset Value per Share when there are net outflows. The Net Asset Value per Share of each Share Class in a Fund will be calculated separately but any dilution adjustment will, in percentage terms, affect the Net Asset Value per Share of each Share Class identically. As dilution is related to the inflows and outflows of money from a Fund it is not possible to accurately predict whether dilution will occur at any future point in time. Consequently it is also not possible to accurately predict how frequently the Company will need to make such dilution adjustments.

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Because the dilution adjustment for each Fund will be calculated by reference to the costs of dealing in the underlying investments of that Fund, including any dealing spreads, which can vary with market conditions, this means that the amount of the dilution adjustment can vary over time but will not exceed 2% of the relevant Net Asset Value. The Directors are authorised to apply other appropriate valuation principles for the assets of the Funds and/or the assets of a given Share Class if the aforesaid valuation methods appear impossible or inappropriate due to extraordinary circumstances or events.

2.4 SUSPENSIONS OR DEFERRALS (A) The Company reserves the right not to accept instructions to redeem or switch on any one Dealing Day more

than 10% of the total value of Shares in issue of any Fund. In these circumstances, the Directors may declare that the redemption of part or all Shares in excess of 10% for which a redemption or switch has been requested will be deferred until the next Dealing Day and will be valued at the Net Asset Value per Share prevailing on that Dealing Day. On such Dealing Day, deferred requests will be dealt with in priority to later requests and in the order that requests were initially received by the Administrator.

(B) The Company reserves the right to extend the period of payment of redemption proceeds to such period, as

shall be necessary to repatriate proceeds of the sale of investments in the event of impediments due to exchange control regulations or similar constraints in the markets in which a substantial part of the assets of a Fund are invested or in exceptional circumstances where the liquidity of a Fund is not sufficient to meet the redemption requests.

(C) The Company may suspend or defer the calculation of the Net Asset Value per Share of any Share Class in

any Fund and/or the issue and/or redemption of any Share Class in such Fund, and/or the right to switch Shares of any Share Class in any Fund into Shares of the same Share Class of the same Fund or any other Fund:

(a) during any period when any of the principal stock exchanges or Regulated Markets or Other Markets

on which any substantial portion of the Company's investments of the relevant Share Class for the time being are quoted, is closed, or during which dealings are restricted or suspended; or

(b) during the existence of any state of affairs which constitutes an emergency as a result of which disposal

or valuation of investments of the relevant Fund by the Company is impracticable; or (c) during any breakdown in the means of communication normally employed in determining the price or

value of any of the Company's investments or the current prices or values on any market or stock exchange; or

(d) during any period when the Company is unable to repatriate funds for the purpose of making payments

on the redemption of such Shares or during which any transfer of funds involved in the realisation or acquisition of investments or payments due on redemption of such Shares cannot in the opinion of the Directors be effected at normal rates of exchange; or

(e) if the Company or a Fund is being or may be wound-up or merged on or following the date on which

notice is given of the winding-up or merger or of the meeting of Shareholders at which a resolution to wind up or merge the Company or a Fund is proposed; or

(f) where a UCITS or a UCI in which a class of shares has invested a substantial portion of its assets

temporarily suspends the subscription, redemption or conversion of its units, whether at its own initiative or at the request of its competent authorities; or

(g) if the Directors have determined that there has been a material change in the valuations of a substantial

proportion of the investments of the Company attributable to a particular Share Class in the preparation or use of a valuation or the carrying out of a later or subsequent valuation; or

(h) during any other circumstance or circumstances where a failure to do so might result in the Company or

its Shareholders incurring any liability to taxation or suffering other pecuniary disadvantages or other detriment which the Company or its shareholders might so otherwise have suffered.

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(D) The suspension of the calculation of the Net Asset Value per Share of any Fund or Share Class shall not affect

the valuation of other Funds or Share Classes, unless these Funds or Share Classes are also affected. (E) During a period of suspension or deferral, a Shareholder may withdraw his request in respect of any Shares

not redeemed or switched, by notice in writing received by the Administrator before the end of such period. Shareholders will be informed of any suspension or deferral as appropriate. 2.5 MARKET TIMING AND FREQUENT TRADING POLICY The Company does not knowingly allow dealing activity which is associated with market timing or frequent trading practices, as such practices may adversely affect the interests of all Shareholders. For the purposes of this section, market timing is held to mean subscriptions into, switches between or redemptions from the various Share Classes (whether such acts are performed singly or severally at any time by one or several persons) that seek or could reasonably be considered to appear to seek profits through arbitrage or market timing opportunities. Frequent trading is held to mean subscriptions into, switches between or redemptions from the various Share Classes (whether such acts are performed singly or severally at any time by one or several persons) that by virtue of their frequency or size cause any Fund’s expenses to increase to an extent that could reasonably be considered detrimental to the interests of the Fund’s other Shareholders. Accordingly, the Directors may, whenever they deem it appropriate, implement either one, or both, of the following measures: - The Company may combine Shares which are under common ownership or control for the purposes of

ascertaining whether an individual or a group of individuals can be deemed to be involved in market timing practices. Accordingly, the Directors reserve the right to cause the Company to reject any application for switching and/or subscription of Shares from Investors whom the former considers market timers or frequent traders.

- If a Fund is primarily invested in markets which are closed for business other than ordinary holidays at the

time the Fund is valued, the Directors may, during periods of market volatility, and by derogation from the provisions above, under "Calculation of Net Asset Value", cause the Company to allow for the Net Asset Value per Share to be adjusted to reflect more accurately the fair value of the Fund’s investments at the point of valuation.

In practice, the securities of Funds investing in non-European markets are usually valued on the basis of the last available price at the time when the Net Asset Value per Share is calculated. The time difference between the close of the markets in which a Fund invests and the point of valuation can be significant. For example, in the case of US traded securities the last available price may be as much as 15 hours old. Developments that could affect the value of these securities, which occur between the close of the markets and the point of valuation, will not, therefore, normally be reflected in the Net Asset Value per Share of the relevant Fund. As a result, where the Directors believe that a significant event has occurred between the close of the markets in which a Fund invests and the point of valuation, and that such event will materially affect the value of that Fund’s portfolio, they may cause the Company to adjust the Net Asset Value per Share so as to reflect what is believed to be the fair value of the portfolio as at the point of valuation. The level of adjustment will be based upon the movement in a chosen surrogate up until the point of valuation, provided that such movement exceeds the threshold as determined by the Directors for the relevant Fund. The surrogate will usually be in the form of a futures index, but might also be a basket of securities, which the Directors believe is strongly correlated to, and representative of, the performance of the Fund. Where an adjustment is made as per the foregoing, it will be applied consistently to all Share Classes in the same Fund.

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3. GENERAL INFORMATION 3.1 ADMINISTRATION DETAILS, CHARGES AND EXPENSES Directors Each of the Directors of the Company is entitled to remuneration for their services at a rate determined by the Company in the general meeting from time to time. In addition, each Director may be paid reasonable expenses incurred while attending meetings of the Directors or general meetings of the Company. Management Company The Directors have appointed MDO Management Company S.A. to act as management company of the Company to perform investment management, administration and distribution functions as described in Annex 2 of the 2010 Law. The Management Company has been authorised by the Company to delegate certain administrative, distribution and investment management functions to specialised service providers. In that context, the Management Company has delegated certain administration functions to the Administrator and may delegate distribution functions to the Global Distributor. The Management Company has also delegated the investment management functions to the Investment Manager as more fully described below. The Management Company was incorporated by a notarial deed 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 96.744 and is approved as a management company under Chapter 15 of the 2010 Law. As at the date of this Prospectus, the share capital of the Management Company is EUR 2,450,000 and has been fully paid and the own funds of the Management Company comply with the requirements of the 2010 Law. 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. The Management Company is entitled to receive from the Company an annual fee of up to 0.05% of the Net Asset Value of the relevant Fund, subject to a minimum annual fee of up to EUR 10,000 per Fund calculated on the average of the total assets under management of the previous quarter and are payable quarterly in arrears. These fees are subject to review by the Management Company and the Company from time to time. The Management Company is also entitled to reimbursement of all reasonable out-of-pocket expenses properly incurred in carrying out its duties. The Management Company may also charge an annual flat fee of up to EUR 15,000 per Fund for the additional performance of risk management using the Commitment Approach and investment compliance services and an annual flat fee of up to EUR 20,000 per Fund for the additional performance of risk management using the VaR Approach and investment compliance services. In addition, the Management Company shall be entitled to receive reimbursement for its reasonable disbursements, included but not limited to out-of-pocket expenses, incurred in the performance of its duties. The Management Company shall also be entitled to receive out of the assets of the Fund additional fees corresponding to the provision of additional services, as agreed from time to time, allowing the Fund to comply with any new regulatory requirements impacting the Fund. The Management Company shall also ensure compliance with the investment restrictions and oversee the implementation of the Fund's strategies and investment policy by the Fund. The Management Company shall also send reports to the Directors on a periodic basis and inform board members without delay of any non-compliance with the investment restrictions by the Fund.

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The Management Company will receive periodic reports from the Investment Manager detailing the Fund’s performance and analysing its investment portfolio. The Management Company will also receive reports from the Fund's other services providers in relation to the services which they provide. The board of directors of the Management Company is composed as follows: Mr Géry Daeninck, Chairman, Independent Director Mr John Li, Director, Independent Director Mr Martin Vogel, Chief Executive Officer, MDO Management Company S.A. Mr Carlos Montagna, Director, Independent Director Mr Yves Wagner, Director, Independent Director The Management Company also acts as Management Company for other investment funds. The names of these other funds are available upon request. The Management Company has in place a remuneration policy in line with the Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities. The remuneration policy sets out principles applicable to the remuneration of senior management, all staff members having a material impact on the risk profile of the financial undertakings as well as all staff members carrying out independent control functions. In particular, the remuneration policy complies with the following principles in a way and to the extent that is appropriate to the size, internal organisation and the nature, scope and complexity of the activities of the Management Company:

i. it is consistent with and promotes sound and effective risk management and does not encourage risk taking which is inconsistent with the risk profiles, rules or Articles;

ii. if and to the extent applicable, the assessment of performance is set in a multi-year framework appropriate to the holding period recommended to the investors of the Company in order to ensure that the assessment process is based on the longer-term performance of the Company and its investment risks and that the actual payment of performance-based components of remuneration is spread over the same period;

iii. it is in line with the business strategy, objectives, values and interests of the Management Company and the Company and of the Shareholders, and includes measures to avoid conflicts of interest;

iv. fixed and variable components of total remuneration are appropriately balanced and the fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy on variable remuneration components, including the possibility to pay no variable remuneration component.

The remuneration policy is determined and reviewed at least on an annual basis by a remuneration committee. The details of the up-to-date remuneration policy of the Management Company, including, but not limited to, a description of how remuneration and benefits are calculated, the identity of the persons responsible for awarding the remuneration and benefits, including the composition of the remuneration committee, are available on http://www.mdo-manco.com/remuneration-policy, a paper copy will be made available free of charge upon request. Investment Manager With the consent of the Directors, the Management Company has appointed Lion Global Investors Limited as the Investment Manager of the Company. Lion Global Investors Limited ("Lion Global Investors", Singapore Company Registration No. 198601745D) is a company incorporated under the laws of the Republic of Singapore and which holds a Capital Markets Services Licence for fund management issued by the Monetary Authority of Singapore. Lion Global Investors Limited is a member of the Oversea-Chinese Banking Corporation Limited (OCBC) Group with total assets under management of USD 38.5 billion as at 31 December 2018. Established as an Asian asset

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specialist since 1986, Lion Global Investors’ core competencies 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 16 years of financial 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 Limited is 70% owned by Great Eastern Holdings Limited and 30% owned by Orient Holdings Private Limited, both subsidiaries of OCBC Bank. Lion Global Investors Limited has a 70% stake in Pacific Mutual Fund Berhad, a Malaysian fund management company. The Managers have been managing collective investment schemes and discretionary funds in Singapore since 1987 and investment-linked funds since 1996.

For more information about Lion Global Investors Limited, please visit www.lionglobalinvestors.com. Lion Global Investors may on a discretionary basis acquire and dispose of securities of the Funds for which they have been appointed as investment manager and adviser, subject to and in accordance with instructions received from the Management Company and/or the Company from time to time, and in accordance with stated investment objectives and restrictions. Lion Global Investors is entitled to receive as remuneration for its services management fees, as more fully described in Appendix III. Such fees are calculated and shall accrue on each day of each calendar month by reference to the Net Asset Values of the Funds and paid monthly in arrears. In certain countries, investors may be charged with additional amounts in connection with the duties and services of local paying agents, correspondent banks or similar entities. Depositary The Depositary, BNP Paribas Securities Services, Luxembourg Branch, has been appointed depositary of the Company under the terms of a written agreement dated 16th May 2011 between the Depositary and the Company, as amended from time to time. BNP Paribas Securities Services Luxembourg is a branch of BNP Paribas Securities Services SCA, a wholly-owned subsidiary of BNP Paribas SA. BNP Paribas Securities Services SCA is a licensed bank incorporated in France as a Société en Commandite par Actions (partnership limited by shares) under No.552 108 011, authorised by the Autorité de Contrôle Prudentiel et de Résolution (ACPR) and supervised by the Autorité des Marchés Financiers (AMF), with its registered address at 3 rue d’Antin, 75002 Paris, acting through its Luxembourg Branch, whose office is at 60, avenue J.F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg, and is supervised by the CSSF. The Depositary performs three types of functions, namely (i) the oversight duties (as defined in Art 34 (1) of the 2010 Law), (ii) the monitoring of the cash flows of the Company (as set out in Art 34 (2) of the 2010 Law) and (iii) the safekeeping of the Company’s assets (as set out in Art 34 (3) of the 2010 Law). Under its oversight duties, the Depositary is required to:

(1) ensure that the sale, issue, repurchase, redemption and cancellation of Shares effected on behalf of the Company are carried out in accordance with the Luxembourg Law or with the Articles,

(2) ensure that the value of Shares is calculated in accordance with the Luxembourg Law and the Articles,

(3) carry out the instructions of the Company or the Management Company, unless they conflict with the Luxembourg Law or the Articles,

(4) ensure that in transactions involving the Company’s assets, the consideration is remitted to the Company within the usual time limits;

(5) ensure that the Company’s revenues are allocated in accordance with its Articles. The overriding objective of the Depositary is to protect the interests of the Shareholders of the Company, which always prevail over any commercial interests. Conflicts of interest may arise if and when the Management Company or the Company maintains other business relationships with BNP Paribas Securities Services, Luxembourg Branch in parallel with an appointment of BNP

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Paribas Securities Services, Luxembourg Branch acting as Depositary. Such other business relationships may cover services in relation to:

� Outsourcing/delegation of middle or back office functions (e.g. trade processing, position keeping, post trade investment compliance monitoring, collateral management, OTC valuation, fund administration inclusive of net asset value calculation, transfer agency, fund dealing services) where BNP Paribas Securities Services or its affiliates act as agent of the Company or the Management Company, or

� Selection of BNP Paribas Securities Services or its affiliates as counterparty or ancillary service provider for matters such as foreign exchange execution, securities lending, bridge financing.

For example, BNP Paribas Securities Services, Luxembourg Branch provides the Company and the Management Company with fund administration services, including the net asset value calculation. In order to address any situations of conflicts of interest, the Depositary has implemented and maintains a management of conflicts of interest policy, aiming namely at:

- Identifying and analysing potential situations of conflicts of interest; - Recording, managing and monitoring the conflict of interest situations either in:

o Relying on the permanent measures in place to address conflicts of interest such as segregation of duties, separation of reporting lines, insider lists for staff members; or

o Implementing a case-by-case management to (i) take the appropriate preventive measures such as drawing up a new watch list, implementing a new Chinese wall, making sure that operations are carried out at arm’s length and/or informing the concerned Shareholders of the Company, or (ii) refuse to carry out the activity giving rise to the conflict of interest.

o Implementing a deontological policy;

o recording of a cartography of conflict of interests permitting to create an inventory of the permanent measures put in place to protect the Company’s interests; or

o setting up internal procedures in relation to, for instance (i) the appointment of service providers

which may generate conflicts of interests, (ii) new products/activities of the Depositary in order to assess any situation entailing a conflict of interest.

In the event that such conflicts of interest do arise, the Depositary will undertake to use its reasonable endeavours to resolve any such conflicts of interest fairly (having regard to its respective obligations and duties) and to ensure that the Company and the shareholders are fairly treated. In order to provide custody services in a large number of countries allowing UCITS to meet their investment objectives, the Depositary has appointed entities as delegates for sub-custody functions. Such delegates must be subject to effective prudential regulation (including minimum capital requirements, supervision in the jurisdiction concerned and external periodic audit) for the custody of financial instruments. The Depositary’s liability shall not be affected by any such delegation.

A potential risk of conflicts of interest may occur in situations where the delegates may enter into or have a separate commercial and/or business relationship with the Depositary in parallel to the custody delegation relationship.

In order to prevent such potential conflicts of interest from crystalizing, the Depositary has implemented and maintains an internal organisation whereby such separate commercial and / or business relationships have no bearings on the choice of the delegate or the monitoring of the delegates’ performance under the delegation agreement.

A list of these delegates is available on the website http://securities.bnpparibas.com/solutions/depositary-bank-trustee-services.html Such list may be updated from time to time. Updated information on the Depositary’s custody duties, a complete list of all delegates and conflicts of interest that may arise may be obtained, free of charge and upon request, from the Depositary. Updated information on the Depositary’s duties and the conflict of interests that may arise are available to investors upon request.

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The process of appointing such delegates and their continuing oversight follows the highest quality standards, including the management of any potential conflict of interest that should arise from such an appointment. The Company may release the Depositary from its duties with ninety (90) days written notice to the Depositary. Likewise, the Depositary may resign from its duties with ninety (90) days written notice to the Company. In that case, a new depositary must be designated to carry out the duties and assume the responsibilities of the Depositary, as defined in the agreement signed to this effect. The replacement of the Depositary shall happen within two months. Depositary fees may be subject to review by the Depositary and the Company from time to time. In addition, the Depositary is entitled to any reasonable expenses properly incurred in carrying out its duties. 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 Directors have appointed BNP Paribas Securities Services, Luxembourg Branch as the Domiciliary 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, in compliance with the provisions of, and as more fully described in, the agreement mentioned hereinafter. 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, in compliance with the provisions of, and as more fully described in, the agreement mentioned hereinafter. 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, in compliance with the provisions of, and as more fully described in, the agreement mentioned hereinafter. 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. BNP Paribas Securities Services, Luxembourg Branch will receive from the Company a fee in relation to its administrative and registrar and transfer services in accordance with usual practice in Luxembourg. Administrative, registrar and transfer fees may be subject to review by BNP Paribas Securities Services, Luxembourg Branch, the Company and the Management Company from time to time. The domiciliary fees may be subject to review by BNP Paribas Securities Services, Luxembourg Branch and the Company from time to time. BNP Paribas Securities Services, Luxembourg Branch has been appointed as its paying agent (the "Paying Agent") responsible for the payment of distributions to shareholders. 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 any country 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 Global Distributor. Distributors shall abide by and enforce all the terms of this Prospectus including, where applicable, the terms of any mandatory provisions of Luxembourg laws and regulations relating to the distribution of the Shares. Distributors

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shall also abide by the terms of any laws and regulations applicable to them in the country where their activity takes place, including, in particular, any relevant requirements to identify and know their clients. Distributors must not act in any way that would be damaging or onerous on the Company in particular by submitting the Company to regulatory, fiscal or reporting information it would otherwise not have been subject to. Distributors must not hold themselves out as representing the Company. Redemption charge The Company may levy a redemption charge based on the Net Asset Value per Share of the relevant Share Classes of the relevant Fund in favour of the Fund if and to the extent set out in Appendix III in relation to a Fund. Other Charges and Expenses The Company will pay all charges and expenses incurred in the operation of the Company including, without limitation, taxes, expenses for legal and auditing services, brokerage, governmental duties and charges, stock exchange listing expenses and fees due to supervisory authorities in various countries, including the costs incurred in obtaining and maintaining registrations so that the Shares of the Company may be marketed in different countries; expenses incurred in the issue, switch and redemption of Shares and payment of dividends, registration fees, insurance, interest and the costs of computation and publication of Share prices and postage, telephone, facsimile transmission and the use of other electronic communication; costs of printing proxies, statements, Share certificates or confirmations of transactions, Shareholders’ reports, prospectuses and supplementary documentation, explanatory brochures and any other periodical information or documentation. In addition to standard banking and brokerage charges paid by the Company, the Investment Manager providing services to the Company may receive payment for these services. The Investment Manager may enter into soft commission arrangements only where there is a direct and identifiable benefit to the clients of the Investment Manager, including the Company, and where the Investment Manager is satisfied that the transactions generating the soft commissions are made in good faith, in strict compliance with applicable regulatory requirements and in the best interests of the Company. Any such arrangements must be made by the Investment Manager on terms commensurate with best market practice. Authorisation of and Indemnification for Instructions By giving any instructions by facsimile, or any other communication medium acceptable to the Administrator, Shareholders irrevocably authorise the Management Company and the Administrator to act upon such instructions and shall fully indemnify the Company, Management Company and Administrator on demand against any liability of any nature whatsoever arising to any of them as a result of them acting on such instructions. The Management Company and the Administrator may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instruction or other instrument believed, in good faith, to be genuine or to be signed by properly authorised persons. 3.2 COMPANY INFORMATION 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") under part I of the 2010 Law. The Company was incorporated on 3 May 2011. Its Articles were published in the Mémorial on 30 June 2011. The Company is registered under Number B 160733 with the "Registre de Commerce et des Sociétés", where the Articles of the Company have been filed and are available for inspection. The Company exists for an indefinite period.

2. The minimum capital of the Company required by Luxembourg law is EUR 1,250,000. The share capital of the Company is represented by fully paid Shares of no par value and is at any time equal to its net asset value. Should the capital of the Company fall below two thirds of the minimum capital, an extraordinary general meeting of Shareholders must be convened to consider the dissolution of the Company. Any decision to liquidate the Company must be taken by a majority votes cast. Where the share capital falls below one quarter of the minimum capital, the Directors must convene an extraordinary general meeting of Shareholders to decide upon the liquidation of the Company. At that Meeting, the decision to liquidate the

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Company may be taken by Shareholders holding together one quarter of the votes cast. 3. The following material contracts, not being contracts entered into in the ordinary course of business, have

been entered into:

� Investment Management Agreement with Lion Global Investors Limited � Depositary Agreement with BNP Paribas Securities Services, Luxembourg Branch � Administration Agreement with BNP Paribas Securities Services, Luxembourg Branch � Domicile and Listing Agency Agreement with BNP Paribas Securities Services, Luxembourg Branch � Management Company Services Agreement with MDO Management Company S.A. � Global Distribution Agreement with Lion Global Investors Limited

The material contracts listed above may be amended from time to time by agreement between the parties thereto. Documents of the Company Copies of the Articles, Prospectus, KIIDs and financial reports may be obtained free of charge and upon request, from the registered office of the Company. The material contracts referred to above are available for inspection during normal business hours, at the registered office of the Company. Additional information is made available by the Management Company at its registered office, upon request, in accordance with the provisions of Luxembourg laws and regulations. This additional information includes the procedures relating to complaints handling, the strategy followed for the exercise of voting rights of the Company, the policy for placing orders to deal on behalf of the Company with other entities, the best execution policy as well as the arrangements relating to the fee, commission or non-monetary benefit in relation with the investment management and administration of the Company. Queries and Complaints Any person who would like to receive further information regarding the Company or who wishes to make a complaint about the operation of the Company should register a complaint with the Global Distributor who shall, as soon as practicable, inform the Management Company thereof, or register such complaint directly with the Management Company. Historical Performance of the Share Classes Past performance information for each Share Class, in operation for more than one financial year of the Company, is carried in that Share Class’ KIID, which is available from the registered office of the Company. 3.3 DIVIDENDS Dividend Policy It is intended that the Company will distribute dividends to holders of Distribution Shares. Dividends are approved in respect of Distribution Shares at the annual general meeting of Shareholders. In addition, the Directors may declare interim dividends in respect of Distribution Shares. 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. Distribution Shares referenced as "VDist" will distribute their income at the discretion of the Directors upon recommendation of the Investment Manager. Dividends may be paid out of income and/or capital. The Shareholders may decide to receive the dividends in the form of cash in the relevant Fund's currency or that dividends be automatically reinvested by the purchase of further Shares. However, no dividends will be distributed if their amount is below the amount of EUR 50 or its equivalent. Such amount will automatically be reinvested in new Shares of the same Share Class. Dividends to be reinvested will be reinvested on behalf of the Shareholders in additional Shares of the same Share Class. Such Shares will be issued on the payment date at the Net Asset Value per Share of the relevant Share Class in non-certificated form. Fractional entitlements to registered Shares will be rounded down to two decimal places.

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Dividend payments may not reduce the net assets of the Company below the required minimum determined by Luxembourg law. Dividends remaining unclaimed five years after the dividend record date will be forfeited and will accrue for the benefit of the relevant Fund. 3.4 TAXATION The following information is based on the laws, regulations, decisions and practice currently in force in the Grand Duchy of Luxembourg and is subject to changes therein, possibly with retrospective effect. This summary does not purport to be a comprehensive description of all Luxembourg tax laws and Luxembourg tax considerations that may be relevant to a decision to invest in, own, hold, or dispose of shares and is not intended as tax advice to any particular investor or potential Investor. Prospective Investors should consult their own professional advisers as to the implications of buying, holding or disposing of Shares and to the provisions of the laws of the jurisdiction in which they are subject to tax. This summary does not describe any tax consequences arising under the laws of any state, locality or other taxing jurisdiction other than Luxembourg. Taxation of the Company The Company is not subject to taxation in Luxembourg on its income, profits or gains. The Company is not subject to net wealth tax in Luxembourg. A EUR 75.- registration tax is to be paid upon incorporation and each time the Articles are amended. No stamp duty, capital duty or other tax will be payable in Luxembourg upon the issue of the Shares. The Company is however subject to a subscription tax ("taxe d’abonnement") levied in principle at the rate of 0.05% per annum based on its Net Asset Value at the end of the relevant quarter, calculated and paid quarterly. A reduced subscription tax rate of 0.01% per annum is applicable to Luxembourg UCITS whose exclusive object is the collective investment in money market instruments, the placing of deposits with credit institutions, or both. A reduced subscription tax rate of 0.01% per annum is applicable to Funds, as well as to individual Share Classes issued within a Fund, provided that the securities of such Funds or Share Classes are reserved to one or more institutional investors. Subscription tax exemption applies to (i) investments in a Luxembourg UCITS or UCI subject itself to the subscription tax, (ii) Funds or dedicated Share Classes reserved to retirement pension schemes, (iii) money market UCIs, (iv) Funds qualifying as index-tracking exchange traded funds, and (v) UCIs and individual compartments thereof whose main objective is the investment in microfinance institutions. Withholding tax Interest and dividend income received by the Company may be subject to non-recoverable withholding tax in the source countries. The Company may further be subject to tax on the realised or unrealised capital appreciation of its assets countries of origin. The Company may benefit from double tax treaties entered into by Luxembourg, which may provide for exemption from withholding tax or reduction of withholding tax rate. Distributions made by the Company are not subject to withholding tax in Luxembourg. Taxation of Shareholders Luxembourg resident individuals Capital gains realised on the sale of the Shares by Luxembourg resident individuals Investors who hold the Shares in their personal portfolios (and not as business assets) are generally not subject to Luxembourg income tax except if: (i) the Shares are sold within 6 months from their subscription or purchase; or

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(ii) if the Shares held in the private portfolio constitute a substantial shareholding. A shareholding is considered as substantial when the seller holds or has held, alone or with his/her spouse and underage children, either directly or indirectly at any time during the five years preceding the date of the disposal, more than 10% of the share capital of the company.

Distributions made by the Company will be subject to income tax. Luxembourg personal income tax is levied following a progressive income tax scale, and increased by the solidarity surcharge (contribution au fonds pour l'emploi) giving an effective maximum marginal tax rate of 43.6%. An additional temporary income tax of 0,5% (impôt d'équilibrage budgétaire temporaire) will be due by Luxembourg individuals subject to Luxembourg State social security scheme in relation to their professional and capital income. Luxembourg resident corporate Luxembourg resident corporate Investors will be subject to corporate taxation at the rate of 26.01% (in 2018 for entities having the registered office in Luxembourg-City) on capital gains realised upon disposal of Shares and on the distributions received from the Company. Luxembourg corporate resident Investors who benefit from a special tax regime, such as, for example, (i) an UCI subject to the 2010 Law, (ii) specialised investment funds subject to the amended law of 13 February 2007 on specialised investment funds, (iii) reserved alternative investment funds subject to the law of 23 July 2016 on reserved alternative investment funds, or (iv) family wealth management companies subject to the amended law of 11 May 2007 related to family wealth management companies, are exempt from income tax in Luxembourg, but instead subject to an annual subscription tax (taxe d'abonnement) and thus income derived from the Shares, as well as gains realised thereon, are not subject to Luxembourg income taxes. The Shares shall be part of the taxable net wealth of the Luxembourg resident corporate Investors except if the holder of the Shares is (i) an UCI subject to the 2010 Law, (ii) a vehicle governed by the amended law of 22 March 2004 on securitisation, (iii) an investment company governed by the amended law of 15 June 2004 on the investment company in risk capital, (iv) a specialised investment fund subject to the amended law of 13 February 2007 on specialised investment funds, (v) reserved alternative investment funds subject to the law of 23 July 2016 on reserved alternative investment funds, or (vi) a family wealth management company subject to the amended law of 11 May 2007 related to family wealth management companies. The taxable net wealth is subject to tax on a yearly basis at the rate of 0.5%. A reduced tax rate of 0.05% is due for the portion of the net wealth tax exceeding EUR 500 million. Non-Luxembourg residents Non-resident individuals or collective entities who do not have a permanent establishment in Luxembourg to which the Shares are attributable, are not subject to Luxembourg taxation on capital gains realised upon disposal of the Shares nor on the distribution received from the Company and the Shares will not be subject to net wealth tax. The additional temporary income tax of 0.5% (impôt d’équilibrage budgétaire temporaire) will be also due by individuals subject to Luxembourg State social security scheme in relation to their professional and capital income. Automatic Exchange of Information The Organisation for Economic Co-operation and Development ("OECD") has developed a global common reporting standard ("CRS") to achieve a comprehensive and multilateral automatic exchange of information ("AEOI") on a global basis. On 9 December 2014, Council Directive 2014/107/EU amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation (the "Euro-CRS Directive") was adopted in order to implement the CRS among the Member States. For Austria, the Euro-CRS Directive applies the first time by 30 September 2018 for the calendar year 2017, i.e. the Savings Directive will apply one year longer. The Euro-CRS Directive was implemented into Luxembourg law by the law of 18 December 2015 on the automatic exchange of financial account information in the field of taxation ("CRS Law"). The CRS Law requires Luxembourg financial institutions to identify financial assets holders and establish if they are fiscally resident in countries with which Luxembourg has a tax information sharing agreement. Luxembourg financial institutions will then report financial account information of the asset holder to the Luxembourg tax authorities, which will thereafter automatically transfer this information to the competent foreign tax authorities on a yearly basis.

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Accordingly, the Company may require its Investors to provide information in relation to the identity and fiscal residence of financial account holders (including certain entities and their controlling persons) in order to ascertain their CRS status and report information regarding a shareholder and his/her/its account to the Luxembourg tax authorities (Administration des Contributions Directes), if such account is deemed a CRS reportable account under the CRS Law. The Company shall communicate any information to the Investor according to which (i) the Company is responsible for the treatment of the personal data provided for in the CRS Law; (ii) the personal data will only be used for the purposes of the CRS Law; (iii) the personal data may be communicated to the Luxembourg tax authorities (Administration des Contributions Directes); (iv) responding to CRS-related questions is mandatory and accordingly the potential consequences in case of no response; and (v) the Investor has a right of access to and rectification of the data communicated to the Luxembourg tax authorities (Administration des Contributions Directes). Under the CRS Law, the first exchange of information will be applied by 30 September 2017 for information related to the calendar year 2016. Under the Euro-CRS Directive, the first AEOI must be applied by 30 September 2017 to the local tax authorities of the Member States for the data relating to the calendar year 2016. In addition, Luxembourg signed the OECD's multilateral competent authority agreement ("Multilateral Agreement") to automatically exchange information under the CRS. The Multilateral Agreement aims to implement the CRS among non-Member States; it requires agreements on a country-by-country basis. The Company reserves the right to refuse any application for Shares if the information provided or not provided does not satisfy the requirements under the CRS Law. Shareholders should consult their professional advisors on the possible tax and other consequences with respect to the implementation of the CRS. Foreign Account Tax Compliance Act ("FATCA") Requirements The Foreign Account Tax Compliance Act ("FATCA"), a portion of the 2010 Hiring Incentives to Restore Employment Act, became law in the United States of America in 2010. It requires financial institutions outside the U.S. ("foreign financial institutions" or "FFIs") to pass information about "Financial Accounts" held by "Specified US Persons", directly or indirectly, to the US tax authorities, the Internal Revenue Service ("IRS") on an annual basis. A 30% withholding tax is imposed on certain US source income of any FFI that fails to comply with this requirement. On 28 March 2014, the Grand-Duchy of Luxembourg entered into a Model 1 Intergovernmental Agreement ("IGA") with the United States of America and a memorandum of understanding in respect thereof. The Company would hence have to comply with such Luxembourg IGA as implemented into Luxembourg law by the Law of 24 July 2015 relating to FATCA (the "FATCA Law") in order to comply with the provisions of FATCA rather than directly complying with the US Treasury Regulations implementing FATCA. Under the FATCA Law and the Luxembourg IGA, the Company may be required to collect information aiming to identify its direct and indirect Shareholders that are Specified US Persons for FATCA purposes ("reportable accounts"). Any such information on reportable accounts provided to the Company will be shared with the Luxembourg tax authorities which will exchange that information on an automatic basis with the Government of the United States of America pursuant to Article 28 of the convention between the Government of the United States of America and the Government of the Grand-Duchy of Luxembourg for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes in Income and Capital, entered into in Luxembourg on 3 April 1996. The Company has registered with the IRS and intends to comply with the provisions of the FACTA Law and the Luxembourg IGA to be deemed compliant with FATCA and will thus not be subject to the 30% withholding tax with respect to its share of any such payments attributable to actual and deemed US investments of the Company. The Company will continually assess the extent of the requirements that FATCA and notably the FATCA Law place upon it. To ensure the Company’s compliance with FATCA, the FATCA Law and the Luxembourg IGA in accordance with the foregoing, the Company, the Management Company, in its capacity as the Company’s management company and/or the Administrator, may:

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a. request information or documentation, including withholding certificate (e.g. W-9 or W-8 tax forms), a Global Intermediary Identification Number, if applicable, or any other valid evidence of a Shareholder’s FATCA registration with the IRS or a corresponding exemption, in order to ascertain such Shareholder’s FATCA status;

b. report information concerning a Shareholder and his account holding in the Company to the Luxembourg tax authorities if such account is deemed a US reportable account under the FATCA Law and the Luxembourg IGA;

c. report information to the Luxembourg tax authorities (Administration des Contributions Directes) concerning

payments to shareholders with FATCA status of a non-participating foreign financial institutions;

d. deduct applicable US withholding taxes from certain payments made to a Shareholder by or on behalf of the Company in accordance with FATCA Law and the Luxembourg IGA; and

e. divulge any personal information to any immediate payor of certain U.S. source income as may be required for withholding and reporting to occur with respect to the payment of such income.

Shareholders should consult their own tax advisors regarding the FATCA requirements with respect to their own situation. In particular, Shareholders who hold their shares through intermediaries should confirm the FATCA compliance status of those intermediaries to ensure that they do not suffer US withholding tax on their investment returns. German Investment Tax Act With effect from 1 January 2018 a new version of the German Investment Tax Act ("German ITA") applies to the taxation at fund level as well as to the taxation at investor level. One of the major new elements is the "partial tax exemption" (as defined in section 20 German ITA), which provides for tiered rates of German tax relief at shareholder level on taxable income derived from German or foreign funds. The scope of relief depends on both the investor category (e.g. private individual investor or corporate investor) as well as the category of fund. In order to be considered an "equity fund" (as defined in section 2 sub-section 6 German ITA) or "mixed fund" (as defined in section 2 sub-section 7 German ITA) - and therefore to enable the shareholder to benefit from partial tax relief on taxable income derived from their investment into the funds, - a UCITS must comply with certain minimum investment ratios in "equity participations" (as defined in section 2 sub-section 8 of the German ITA) on a permanent basis.

- To qualify for "equity fund" status, a UCITS must invest at least 51% of its net assets in "equity participations" on a permanent basis.

- To qualify for "mixed fund" status a UCITS must invest at least 25% of its net assets in such "equity participations" on a permanent basis.

The list below displays the Funds which will in addition to their investment policy and conditions as set out in this Prospectus and appendices meet the requirements as "equity fund" or "mixed fund" (as defined above). The respective status applies to certain Share Class(es) of the listed Funds below. Equity fund 1. LGlobal Funds – Asia High Dividend Equity 2. LGlobal Funds – Asian High Conviction Equity Mixed fund None The above is only applicable to Funds and/or Shares which are registered in Germany and included under German Investment Tax Act. In the context if equity participations are lent under a securities lending transaction (if allowed in a relevant Fund), they may not be taken into account in the calculation of the equity ratio.

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General The foregoing is based on the Directors’ understanding of the law and practice in force at the date of this document and applies to Investors acquiring Shares in the Company as an investment. Investors should, however, consult their financial or other professional advisers on the possible tax or other consequences of buying, holding, transferring, switching, redeeming or otherwise dealing in the Company’s Shares under the laws of their countries of citizenship, residence and domicile. 3.5 MEETINGS AND REPORTS Meetings The annual general meeting of Shareholders of the Company is held in Luxembourg at 10.00 a.m. on the third Wednesday of May in each year in Luxembourg or, if such day is not a Luxembourg bank business day, on the next Luxembourg bank business day at the registered office of the Company (unless otherwise communicated to Shareholders). For all general meetings of Shareholders notices are sent to registered Shareholders by post at least 8 days prior to the meeting. If legally required, notices will be published in the RESA and in a Luxembourg newspaper(s) and in such other newspapers as the Directors may decide. Such notices will include the agenda and specify the place of the meeting. The legal requirements as to notice, quorum and voting at all general and Fund or Share Class meetings are included in the Articles. Meetings of Shareholders of any given Fund or Share Class shall decide upon matters relating to that Fund or Share Class only. Under the conditions set forth in Luxembourg laws and regulations, the notice of any general meeting of Shareholders may provide that the quorum and the majority at this general meeting shall be determined according to the Shares issued and outstanding at a certain date and time preceding the general meeting (the "Record Date"). The right of a Shareholder to attend a general meeting of Shareholders and to exercise the voting rights attaching to his/its/her Shares shall be determined by reference to the Shares held by this Shareholder as at the Record Date. Reports The financial year of the Company ends on 31 December each year. The audited annual report of the Company will be made available upon request to Shareholders ahead of the annual general meeting of Shareholders. The unaudited half-yearly report and the audited annual report will form an integral part of this Prospectus. Copies of the annual and semi-annual reports may be obtained free of charge from the registered office of the Company. 3.6 DETAILS OF SHARES Shareholder rights (A) The Shares issued by the Company are freely transferable and entitled to participate equally in the profits,

and, in case of Distribution Shares, dividends of the Share Classes to which they relate, and in the net assets of such Share Class upon liquidation. The Shares carry no preferential and pre-emptive rights.

(B) Voting: At general meetings, each Shareholder has the right to one vote for each whole Share held.

A Shareholder of any particular Fund or Share Class will be entitled at any separate meeting of the Shareholders of that Fund or Share Class to one vote for each whole Share of that Fund or Share Class held. In the case of a joint holding, only the first named Shareholder may vote.

(C) Redemption of Shares by the Company in application of the provision of article 8 of the Articles:

(i) The Company shall have the right, by giving prior written notice to any Shareholder, to compulsorily redeem Shares held by: (a) any Shareholder who fails any anti-money laundering, anti-terrorist financing or know-your-client

checks, or who is unable or unwilling to provide information and/or documentary evidence requested by the Company or the Investment Manager or the Administrator for the purposes of any anti-money laundering, anti-terrorist financing or know-your-client checks;

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(b) any Shareholder who fails to provide any of the requested information for compliance with FATCA (as defined in section 3.4), the Common Reporting Standard issued by the Organisation for Economic Co-operation and Development or any similar legislation, regulation or guidance enacted in any other jurisdiction applicable to the Company which seeks to implement equivalent tax reporting and/or withholding tax regimes and/or automatic exchange of information;

(c) any Shareholder whose holdings of shares, in the opinion of the Board:

(1) may cause a detrimental effect on the tax status of the Company in any jurisdiction or on the tax status of the Shareholders of the Company; or

(2) may result in the Company or other Shareholders of the Company suffering any other legal or pecuniary or administrative disadvantage which the Company or other Shareholders might not otherwise have incurred or suffered; or

(d) any Shareholder who, in the opinion of the Board, is or may be in breach of any applicable law or regulation in any jurisdiction.

(ii) Any compulsory redemption under this section shall be carried out in accordance with the provisions in the

Articles. For avoidance of doubt, a redemption under this section (be it a compulsory redemption by the Company or a redemption at the initiative of the Shareholder in response to Company’s written notice relating to a compulsory redemption) may also be subject to applicable fees and/or charges (including early redemption charge) as set out in the Prospectus, and all such fees and/or charges (including early redemption charge) related to a redemption under this section shall be borne by the Shareholder. The Company, the Investment Manager and their respective delegates, associates, employees or agents, shall not be liable for any loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by the Shareholder or any party arising out of or in connection with (whether in whole or in part) any actions which are taken by the Company, the Investment Manager and/or any of their respective delegates, associates, employees or agents under this section.

Transfers The transfer of registered Shares may be effected by delivery to the Administrator of a duly signed stock transfer form in appropriate form together with, if issued, the relevant certificate to be cancelled. Liquidation of the Company The Company has been established for an unlimited period. However, the Company may be liquidated at any time by a resolution adopted by an extraordinary general meeting of Shareholders, at which meeting one or several liquidators will be named and their powers defined. Liquidation will be carried out in accordance with the provisions of Luxembourg law. The net proceeds of liquidation corresponding to each Fund shall be distributed by the liquidators to the Shareholders of the relevant Fund in proportion to the value of their holding of Shares. Liquidation of a Fund If and when the net assets of all Share Classes in a Fund are less than USD 10,000,000 or its equivalent in another currency, or if any economic or political situation would constitute a compelling reason therefore, or if required in the interest of the Shareholders of the relevant Fund, the Directors may decide to redeem all the Shares of that Fund. In any such event Shareholders will be notified by a redemption notice published (or notified as the case may be) by the Company in accordance with applicable Luxembourg laws and regulations prior to compulsory redemption, and will be paid the Net Asset Value of the Shares of the relevant Share Class held as at the redemption date. The decision to liquidate a Fund may also be made at a meeting of Shareholders of the particular Fund concerned. Any liquidation proceeds will be deposited in escrow at the "Caisse de Consignations". Amounts not claimed from escrow within the period fixed by law may be liable to be forfeited in accordance with the provisions of Luxembourg law.

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Split of a Fund The Directors may also decide upon the reorganisation of any Fund by means of a division into two or more separate Funds. Such decision will be published or notified to Shareholders. The publication or notification will contain information in relation to the two or more separate Funds resulting from the reorganisation. Such publication or notification will be made at least one month before the date on which the reorganisation becomes effective in order to enable Shareholders to request redemption or switch of their Shares free of charge before the reorganisation becomes effective. Mergers The provisions of the 2010 Law and any implementing regulation shall apply to any merger of Funds. From the incorporation of the Company, any merger of a Fund shall be decided by the Board unless the Board decides to submit the decision for a merger to a meeting of shareholders of the Fund concerned. No quorum is required for this meeting and decisions are taken by the simple majority of the votes cast. In case of a merger of a Fund where, as a result, the Company ceases to exist, the merger shall be decided by a meeting of shareholders resolving in accordance with the quorum and majority requirements for amending the Articles.

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APPENDIX I – INVESTMENT RESTRICTIONS The Directors have adopted the following restrictions relating to the investment of the Company’s assets and its activities. These restrictions and policies may be amended from time to time by the Directors if and when they shall deem it to be in the best interests of the Company in which case this Prospectus will be updated. The investment restrictions imposed by Luxembourg law must be complied with by each Fund. The restrictions in section 1(D) below are applicable to the Company as a whole. 1. INVESTMENT IN TRANSFERABLE SECURITIES AND LIQUID ASSETS (A) The Company will invest in:

(i) transferable securities and money market instruments admitted to or dealt in on a Regulated Market; and/or

(ii) transferable securities and money market instruments dealt in on an Other Market in the EU;

and/or (iii) transferable securities and money market instruments admitted to an official listing on a stock

exchange in an Eligible State or dealt in on an Other Market outside of the EU in an Eligible State; and/or

(iv) recently issued transferable securities and money market instruments, provided that the terms of

issue include an undertaking that application will be made for admission to official listing on an exchange or market as set out under (i) to (iii) above and such admission is achieved within one year of the issue; and/or

(v) units or shares of UCITS and/or of other UCI whether situated in an EU member state or not,

provided that:

- such other UCIs have been authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that laid down in EU Law, and that cooperation between authorities is sufficiently ensured,

- the level of protection for unitholders in such other UCIs is equivalent to that provided for

unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of directive 2009/65/EC,

- the business of such other UCIs is reported in half-yearly and annual reports to enable an

assessment of the assets and liabilities, income and operations over the reporting period, - no more than 10% of the assets of the UCITS or of the other UCIs, whose acquisition is

contemplated, can, according to their constitutional documents, in aggregate be invested in units or shares of other UCITS or other UCIs; and/or

(vi) deposits with credit institutions which are repayable on demand or have the right to be withdrawn,

and maturing in no more than 12 months, provided that the credit institution has its registered office in a country which is an EU member state or, if the registered office of the credit institution is situated in a non-EU member state, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in EU Law; and/or

(vii) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a

Regulated Market or Other Market and/or financial derivative instruments admitted to an official listing on a stock exchange or dealt in over-the-counter ("OTC derivatives"), provided that:

- the underlying consists of securities covered by this section 1(A), financial indices, interest

rates, foreign exchange rates or currencies, in which the Funds may invest according to their investment objective;

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- the counterparties to OTC derivative transactions are institutions subject to prudential

supervision, and belonging to the categories approved by the Luxembourg supervisory authority;

- the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can

be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative;

and/or

(viii) money market instruments other than those dealt in on a Regulated Market or Other Market, if the issue or the issuer of such instruments are themselves regulated for the purpose of protecting investors and savings, and provided that such instruments are:

- issued or guaranteed by a central, regional or local authority or by a central bank of an EU

member state, the European Central Bank, the EU or the European Investment Bank, a non-EU member state or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more EU member states belong, or

- issued by an undertaking any securities of which are dealt in on Regulated Markets or Other

Markets, or - issued or guaranteed by an establishment subject to prudential supervision, in accordance

with criteria defined in EU Law, or

- issued by other bodies belonging to categories approved by the Luxembourg supervisory authority provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least ten million euro (EUR 10,000,000) and which presents and publishes its annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line.

In addition, the Company may invest a maximum of 10% of the Net Asset Value of any Fund in transferable securities and money market instruments other than those referred to under (i) to (viii) above.

(B) Each Fund may hold ancillary liquid assets. Liquid assets used to back-up financial derivative exposure are

not considered as ancillary liquid assets. (C) (i) Each Fund may invest no more than 10% of its Net Asset Value in transferable securities or

money market instruments issued by the same issuing body (and in the case of structured financial instruments embedding derivative instruments, both the issuer of the structured financial instruments and the issuer of the underlying securities). Each Fund may not invest more than 20% of its net assets in deposits made with the same body. The risk exposure to a counterparty of a Fund in an OTC derivative transaction may not exceed 10% of its net assets when the counterparty is a credit institution referred to in paragraph 1(A) (vi) above or 5% of its net assets in other cases.

(ii) Furthermore, where any Fund holds investments in transferable securities and money market

instruments of any issuing body which individually exceed 5% of the Net Asset Value of such Fund, the total value of all such investments must not account for more than 40% of the Net Asset Value of such Fund.

This limitation does not apply to deposits and OTC derivative transactions made with financial

institutions subject to prudential supervision.

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Notwithstanding the individual limits laid down in paragraph (C)(i), a Fund may not combine:

- investments in transferable securities or money market instruments issued by, - deposits made with, and/or - exposures arising from OTC derivative transactions undertaken with a single body in excess

of 20% of its net assets.

(iii) The limit of 10% laid down in paragraph (C)(i) above shall be 35% in respect of transferable securities or money market instruments which are issued or guaranteed by an EU member state, its local authorities or by an Eligible State or by public international bodies of which one or more EU member states are members.

(iv) The limit of 10% laid down in paragraph (C)(i) above shall be 25% in respect of debt securities

which are issued by highly rated credit institutions having their registered office in an EU member state and which are subject by law to a special public supervision for the purpose of protecting the holders of such debt securities, provided that the amount resulting from the issue of such debt securities are invested, pursuant to applicable provisions of the law, in assets which are sufficient to cover the liabilities arising from such debt securities during the whole period of validity thereof and which are assigned to the preferential repayment of capital and accrued interest in the case of a default by such issuer.

If a Fund invests more than 5% of its assets in the debt securities referred to in the sub-paragraph above and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of such Fund.

(v) The transferable securities and money market instruments referred to in paragraphs (C)(iii) and

(C)(iv) are not included in the calculation of the limit of 40% referred to in paragraph (C)(ii). The limits set out in paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) above may not be aggregated

and, accordingly, the value of investments in transferable securities and money market instruments issued by the same body, in deposits or financial derivative instruments made with this body, effected in accordance with paragraphs (C)(i), (C)(ii), (C)(iii) and (C)(iv) may not, in any event, exceed a total of 35% of each Fund’s Net Asset Value.

Companies which are included in the same group for the purposes of consolidated accounts, as

defined in accordance with directive 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this paragraph (C).

A Fund may cumulatively invest up to 20% of its net assets in transferable securities and money

market instruments within the same group.

(vi) Without prejudice to the limits laid down in paragraph (D), the limits laid down in this paragraph (C) shall be 20% for investments in shares and/or debt securities issued by the same body when the aim of a Fund's investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the Luxembourg supervisory authority, provided

- the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - it is published in an appropriate manner. The limit laid down in the sub-paragraph above is raised to 35% where it proves to be justified by

exceptional market conditions in particular in Regulated Markets or Other Markets where certain transferable securities or money market instruments are highly dominant provided that investment up to 35% is only permitted for a single issuer.

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(vii) Where any Fund has invested in accordance with the principle of risk spreading in transferable securities or money market instruments issued or guaranteed by an EU member state, by its local authorities or by an OECD member state, Brazil or Singapore or by public international bodies of which one or more EU member states are members, the Company may invest 100% of the Net Asset Value of any Fund in such securities provided that such Fund must hold securities from at least six different issues and the value of securities from any one issue must not account for more than 30% of the Net Asset Value of the Fund.

Subject to having due regard to the principle of risk spreading, a Fund need not comply with the limits set out in this paragraph (C) for a period of 6 months following the date of its launch.

(D) (i) The Company may not normally acquire shares carrying voting rights which would enable the

Company to exercise significant influence over the management of the issuing body. (ii) The Company may acquire no more than (a) 10% of the non-voting shares of any single issuing

body, (b) 10% of the value of debt securities of any single issuing body and/or (c) 10% of the money market instruments of the same issuing body. However, the limits laid down in (b) and (c) above may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the money market instruments or the net amount of securities in issue cannot be calculated.

The limits set out in paragraph (D)(i) and (ii) above shall not apply to:

(i) transferable securities and money market instruments issued or guaranteed by an EU member

state or its local authorities;

(ii) transferable securities and money market instruments issued or guaranteed by any other Eligible State;

(iii) transferable securities and money market instruments issued by public international bodies of

which one or more EU member states are members; or

(iv) shares held in the capital of a company incorporated in a non-EU member state which invests its assets mainly in the securities of issuing bodies having their registered office in that state where, under the legislation of that state, such holding represents the only way in which such Fund’s assets may invest in the securities of the issuing bodies of that state, provided, however, that such company in its investment policy complies with the limits laid down in Articles 43, 46 and 48 (1) and (2) of the 2010 Law.

(E) If a Fund is limited to investing only 10% of its net assets in units or shares of UCITS or other UCIs this will

be specifically provided for in Appendix III for a Fund. The following applies generally to investment in units or shares of UCITS or of the UCIs.

a) The Company may acquire units of the UCITS and/or other UCIs referred to in paragraph 1. (A) (v),

provided that no more than 20% of a Fund's net assets be invested in units of a single UCITS or other UCI. For the purpose of the application of the investment limit, each compartment of a UCI with multiple compartments is to be considered as a separate issuer provided that the principle of segregation of the obligations of the various compartments vis-à-vis third parties is ensured.

b) Investments made in units of UCIs other than UCITS may not in aggregate exceed 30% of the net

assets of a Fund. In addition, the following limits shall apply: (i) When a Fund invests in the units or shares of other UCITS and/or other UCIs 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

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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.

(ii) The Company may acquire no more than 25% of the units or shares of the same UCITS and/or

other UCI. This limit may be disregarded at the time of acquisition if at that time the gross amount of the units or shares in issue cannot be calculated. In case of a UCITS or other UCI with multiple sub-funds, this restriction is applicable by reference to all units or shares issued by the UCITS/UCI concerned, all sub-funds combined.

(iii) The underlying investments held by the UCITS or other UCIs in which the Funds invest do not

have to be considered for the purpose of the investment restrictions set forth under section 1(C) above.

(F) A Fund may subscribe, acquire and/or hold shares of another Fund of the Company ("Target Fund")

provided that:

– the Target Fund does not, in turn, invest in the Fund investing in the Target Fund; – the Target Fund may not, according to its investment policy, invest more than 10% of its net assets in

other UCITS or UCIs; – voting rights, attaching to the Shares of the Target Fund are suspended for as long as they are held

by the Fund; – in any event, for as long as the Shares are held by the Fund, their value will not be taken into

consideration for the calculation of the net assets of the Company for the purpose of verifying the minimum threshold of the net assets imposed by the 2010 Law;

– subscription, redemption or conversion fees may only be charged either at the level of the Fund investing in the Target Fund or at the level of the Target Fund;

– no management fee is due on that portion of assets invested in the Target Fund, either at the level of the Fund or the level of the Target Fund.

2. INVESTMENT IN OTHER ASSETS (A) The Company will neither make investments in precious metals, commodities or certificates representing

these. In addition, the Company will not enter into financial derivative instruments on precious metals or commodities. This does not prevent the Company from gaining exposure to precious metals or commodities by investing into financial instruments backed by precious metals or commodities or financial instruments whose performance is linked to precious metals or commodities.

(B) The Company will not purchase or sell real estate or any option, right or interest therein, provided the

Company may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein.

(C) The Company may not carry out uncovered sales of transferable securities, money market instruments or

other financial instruments referred to in sections 1(A) (v), (vii) and (viii). (D) The Company may not borrow for the account of any Fund, other than amounts which do not in aggregate

exceed 10% of the Net Asset Value of the Fund, and then only as a temporary measure. For the purpose of this restriction the acquisitions of foreign currency by back to back loans are not considered to be borrowings.

(E) The Company will not mortgage, pledge, hypothecate or otherwise encumber as security for indebtedness

any securities held for the account of any Fund, except as may be necessary in connection with the borrowings mentioned in paragraph (D) above, and then such mortgaging, pledging, or hypothecating may not exceed 10% of the Net Asset Value of each Fund. In connection with swap transactions, option and

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forward exchange or futures transactions the deposit of securities or other assets in a separate account shall not be considered a mortgage, pledge or hypothecation for this purpose.

(F) The Company will not underwrite or sub-underwrite securities of other issuers. (G) The Company will on a Fund by Fund basis comply with such further restrictions as may be required by the

regulatory authorities in any country in which the Shares are marketed. 3. FINANCIAL DERIVATIVE INSTRUMENTS As specified in section 1(A)(vii) above, the Company may in respect of each Fund invest in financial derivative instruments. The Company shall ensure that the global exposure of each Fund relating to financial derivative instruments does not exceed the total net assets of that Fund. The global exposure relating to financial derivative instruments is calculated taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. This shall also apply to the following sub-paragraphs. Each Fund may invest, as a part of its investment policy and within the limits laid down in section 1(A)(vii) and section 1(C)(v), in financial derivative instruments provided that the exposure to the underlying assets does not exceed in aggregate the investment limits laid down in sections 1(C)(i) to (vii). When a Fund invests in index-based financial derivative instruments compliant with the provisions of sections 1(C)(i) to (vii), these investments do not have to be combined with the limits laid down in section 1(C). When a transferable security or money market instrument embeds a financial derivative instrument, the latter must be taken into account when complying with the requirements of these instrument restrictions. The Funds may use financial derivative instruments for investment purposes and for hedging purposes, within the limits of the 2010 Law. Under no circumstances shall the use of these instruments and techniques cause a Fund to diverge from its investment policy or objective. The risks against which the Funds could be hedged may be, for instance, market risk, foreign exchange risk, interest rates risk, credit risk, volatility or inflation risks. 4. USE OF TECHNIQUES AND INSTRUMENTS RELATING TO TRANSFERABLE SECURITIES AND

MONEY MARKET INSTRUMENTS The Company may, on behalf of each Fund and subject to the conditions and within the limits laid down in the 2010 Law as well as any present or future related Luxembourg laws or implementing regulations, circulars and CSSF’s positions, employ techniques and instruments relating to transferable securities and money market instruments provided that such techniques and instruments are used for efficient portfolio management purposes or to provide protection against exchange risk. Such techniques and instruments may include, but are not limited to, engaging in transactions in financial derivative instruments such as futures, forwards, options, swaps and swaptions. New techniques and instruments may be developed which may be suitable for use by the Company and the Company (subject as aforesaid) may employ such techniques and instruments in accordance with the Regulations. To the maximum extent allowed by, and within the limits set forth in, the 2010 Law as well as any present or future related Luxembourg laws or implementing regulations, circulars and CSSF’s positions, in particular the provisions of (i) article 11 of the Grand-Ducal regulation of 8 February 2008 relating to certain definitions of the 2010 Law and of (ii) CSSF Circular 08/356 relating to the rules applicable to undertakings for collective investments when they use certain techniques and instruments relating to transferable securities and money market instruments (as these pieces of regulations may be amended or replaced from time to time), each Fund may for the purpose of generating additional capital or income or for reducing costs or risks (A) enter, either as purchaser or seller, into optional as well as non optional repurchase transactions and (B) engage in securities lending transactions. As the case may be, cash collateral received by each Fund in relation to any of these transactions may be reinvested in a manner consistent with the investment objectives of such Fund in (a) shares or units issued by money market undertakings for collective investment calculating a daily net asset value and being assigned a rating of AAA or its equivalent, (b) short-term bank deposits, (c) money market instruments as defined in the above referred Grand-Ducal regulation, (d) short-term bonds issued or guaranteed by an EU member state, Switzerland, Canada, Japan or the United States or by their local authorities or by supranational institutions and undertakings with EU, regional or world-wide scope, (e) bonds issued or guaranteed by first class issuers offering an adequate

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liquidity, and (f) reverse repurchase agreement transactions according to the provisions described under section I.C.a) of the above referred CSSF Circular. Such reinvestment will be taken into account for the calculation of each concerned Fund’s global exposure, in particular if it creates a leverage effect. Investors should note that the Funds currently do not have the intention to engage into securities lending and/or repurchase (or reverse repurchase) transactions and to invest in total return swaps. Should the Board decide to provide for such possibility, the Prospectus, including this Appendix 1, will be updated prior to the entry into force of such decision in order for the Company to comply with the disclosure requirements of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012. 5. RISK MANAGEMENT PROCESS The Company will employ a risk management process which enables it with the Investment Manager to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of each Fund. The Company or the Investment Manager will employ, if applicable, a process for accurate and independent assessment of the value of any OTC derivative instruments. Upon request of an Investor, the Management Company will provide supplementary information relating to the quantitative limits that apply in the risk management of each Fund, to the methods chosen to this end and to the recent evolution of the risks and yields of the main categories of instruments. The risk management framework is available upon request from the Company’s registered office. The method used to calculate each Fund’s global exposure is disclosed in Appendix III in relation to each Fund. 6. MISCELLANEOUS (A) The Company may not make loans to other persons or act as a guarantor on behalf of third parties provided

that for the purpose of this restriction the making of bank deposits and the acquisition of such securities referred to in paragraphs 1(A) (i) to (iv) or of ancillary liquid assets shall not be deemed to be the making of a loan and that the Company shall not be prevented from acquiring such securities above which are not fully paid.

(B) The Company need not comply with the investment limit percentages when exercising subscription rights

attached to securities which form part of its assets. (C) The Management Company, the Investment Managers, the Distributors, Depositary and any authorised

agents or their associates may have dealings in the assets of the Company provided that any such transactions are effected on normal commercial terms negotiated at arm’s length and provided that each such transaction complies with any of the following:

i) a certified valuation of such transaction is provided by a person approved by the Directors as

independent and competent; ii) the transaction has been executed on best terms, on and under the rules of an organised investment

exchange; or where neither i) or ii) is practical; iii) where the Directors are satisfied that the transaction has been executed on normal commercial terms

negotiated at arm’s length.

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APPENDIX II – RISKS OF INVESTMENT General The following statements are intended to inform Investors of the uncertainties and risks associated with investments and transactions in transferable securities, money market instruments, structured financial instruments and other financial derivative instruments. Past performance is not necessarily a guide to future performance and Shares should be regarded as a medium to long-term investment. The value of investments and the income generated by them, if any, may go down as well as up and Shareholders may not get back the amount initially invested. 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. Investment Objective Risk Investment objectives express an intended result but there is no guarantee that such a result will be achieved. Depending on market conditions and the macro economic environment, investment objectives may become more difficult or even impossible to achieve. There is no express or implied assurance as to the likelihood of achieving the investment objective for a Fund. Regulatory Risk The Company is domiciled in Luxembourg and Investors should note that all the regulatory protections provided by their local regulatory authorities may not apply. Additionally, Funds may be registered in non-EU jurisdictions. As a result of such registrations these Funds may be subject to more restrictive regulatory regimes. In such cases these Funds will abide by these more restrictive requirements. This may prevent these Funds from making the fullest possible use of the investment limits. Risk of Suspension of Share dealings Investors are reminded that in certain circumstances their right to redeem or switch Shares may be suspended (see Section 2.4, "Suspensions or Deferrals"). Interest Rate Risk The values of bonds and other debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the values of existing debt instruments, and rising interest rates generally reduce the value of existing debt instruments. Interest rate risk is generally greater for investments with long durations or maturities. Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. Credit Risk The ability, or perceived ability, of an issuer of a debt security to make timely payments of interest and principal on the security will affect the value of the security. It is possible that the ability of the issuer to meet its obligation will decline substantially during the period when a Fund owns securities of that issuer, or that the issuer will default on its obligations. An actual or perceived deterioration in the ability of an issuer to meet its obligations will likely have an adverse effect on the value of the issuer’s securities. If a security has been rated by more than one nationally recognised statistical rating organisation the Fund’s Investment Manager may consider the highest rating for the purposes of determining whether the security is investment grade. A Fund will not necessarily dispose of a security held by it if its rating falls below investment grade, although the Fund’s Investment Manager will consider whether the security continues to be an appropriate investment for the Fund. Some of the Funds will invest in securities which will not be rated by a nationally recognised statistical rating organisation, but the credit quality will be determined by the Investment Manager.

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Credit risk is generally greater for investments issued at less than their face values and required to make interest payments only at maturity rather than at intervals during the life of the investment. Credit rating agencies base their ratings largely on the issuer’s historical financial condition and the rating agencies’ investment analysis at the t ime of rating. The rating assigned to any particular investment does not necessarily reflect the issuer’s current financial condition, and does not reflect an assessment of an investment’s volatility and liquidity. Although investment grade investments generally have lower credit risk than investments rated below investment grade, they may share some of the risks of lower-rated investments, including the possibility that the issuers may be unable to make timely payments of interest and principal and thus default. Liquidity Risk Liquidity risk exists when particular investments are difficult to purchase or sell. A Fund’s investment in illiquid securities may reduce the returns of the Fund because it may be unable to sell the illiquid securities at an advantageous time or price. Investments in foreign securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Illiquid securities may be highly volatile and difficult to value. Financial Derivative Instrument Risk For Funds that use financial derivative instruments to meet their specific investment objectives, there is no guarantee that the performance of the financial derivative instruments will result in a positive effect for the Fund and its Shareholders. Warrants Risk Warrants are considered as financial derivative instruments. When the Company invests in warrants, the values of these warrants are likely to fluctuate more than the prices of the underlying securities because of the greater volatility of warrant prices. Credit Default Swaps Risk A credit default swap allows the transfer of default risk. This allows a Fund to effectively buy insurance on a reference obligation it holds (hedging the investment), or buy protection on a reference obligation it does not physically own in the expectation that the credit will decline in quality. One party, the protection buyer, makes a stream of payments to the seller of the protection, and a payment is due to the buyer if there is a credit event (a decline in credit quality, which will be predefined in the agreement between the parties). If the credit event does not occur the buyer pays all the required premiums and the swap terminates on maturity with no further payments. The risk of the buyer is therefore limited to the value of the premiums paid. In addition, if there is a credit event and the Fund does not hold the underlying reference obligation, there may be a market risk as the Fund may need time to obtain the reference obligation and deliver it to the counterparty. Furthermore, if the counterparty becomes insolvent, the Fund may not recover the full amount due to it from the counterparty. The market for credit default swaps may sometimes be more illiquid than the bond markets. Futures, Options and Forward Transactions Risk The Funds may use options, futures and forward contracts on currencies securities, indices, volatility, inflation and interest rates for hedging and investment purposes. Transactions in futures may carry a high degree of risk. The amount of the initial margin is small relative to the value of the futures contract so that transactions are "leveraged" or "geared". A relatively small market movement will have a proportionately larger impact which may work for or against the Fund. The placing of certain orders which are intended to limit losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Transactions in options may also carry a high degree of risk. Selling ("writing" or "granting") an option generally entails considerably greater risk than purchasing options. Although the premium received by the Fund is fixed, the Fund may sustain a loss well in excess of that amount. The Fund will also be exposed to the risk of the purchaser exercising the option and the Fund will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is "covered" by the Fund holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced.

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Forward transactions, in particular those traded over-the-counter, have an increased counterparty risk. If a counterparty defaults, the Fund may not get the expected payment or delivery of assets. This may result in the loss of the unrealised profit. Credit Linked Note Risk There are particular risks associated with investments in credit linked notes. Firstly, a credit linked note is a debt instrument which assumes both credit risk of the relevant reference entity (or entities) and the issuer of the credit linked note. There is also a risk associated with the coupon payment: if a reference entity in a basket of credit linked notes suffers a credit event, the coupon will be re-set and is paid on the reduced nominal amount. Both the residual capital and coupon are exposed to further credit events. In extreme cases, the entire capital may be lost. There is also the risk that a note issuer may default. Equity Linked Note Risk The return component of an equity linked note is based on the performance of a single security, a basket of securities or an equity index. Investment in these instruments may cause a capital loss if the value of the underlying security decreases. In extreme cases the entire capital may be lost. These risks are also found in investing in equity investments directly. The return payable for the note is determined at a specified time on a valuation date, irrespective of the fluctuations in the underlying stock price. There is no guarantee that a return or yield on an investment will be made. There is also the risk that a note issuer may default. A Fund may use equity linked notes to gain access to certain markets, for example emerging and less developed markets, where direct investment is not possible. This approach may result in the following additional risks being incurred – lack of a secondary market in such instruments, illiquidity of the underlying securities, and difficulty selling these instruments at times when the underlying markets are closed. OTC Derivative Transactions Risk Securities traded in OTC markets may trade in smaller volumes, and their prices may be more volatile than securities principally traded on securities exchanges. Such securities may be less liquid than more widely traded securities. In addition, the prices of such securities may include an undisclosed dealer mark-up which a Fund may pay as part of the purchase price. Counterparty Risk The Company conducts transactions through or with brokers, clearing houses, market counterparties and other agents. The Company will be subject to the risk of the inability of any such counterparty to perform its obligations, whether due to insolvency, bankruptcy or other causes. A Fund may invest into instruments such as notes, bonds or warrants the performance of which is linked to a market or investment to which the Fund seeks to be exposed. Such instruments are issued by a range of counterparties and through its investment the Fund will be subject to the counterparty risk of the issuer, in addition to the investment exposure it seeks. The Funds will only enter into OTC derivatives transactions with institutions which are subject to prudential supervision and specialising in these types of transactions. In principle, the counterparty risk for such derivative transactions entered into with first class institutions should not exceed 10% of the relevant Fund’s net assets when the counterparty is a credit institution or 5% of its net assets in other cases. However, if a counterparty defaults, the actual losses may exceed these limitations. Custody Risk Investors may enjoy a degree of protection when investing money with depositaries in their home territory. This level of protection may be higher than that enjoyed by the Company. A Fund may invest in markets where custodial and/or settlement systems are not fully developed. The assets of the Fund that are traded in such markets and which have been entrusted to such sub-depositaries may be exposed to risk in circumstances where the Depositary will have no liability. A Fund’s cash account will usually be maintained

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on the Depositary’s records, but the balances may be held by a sub-depositary and therefore exposed to the risk of default of both the Depositary and the sub-depositary. Small Capitalisation Companies Risk A Fund which invests in smaller companies may fluctuate in value more than other Funds. Smaller companies may offer greater opportunities for capital appreciation than larger companies, but may also involve certain special risks. They are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Securities of smaller companies may, especially during periods where markets are falling, become less liquid and experience short-term price volatility and wide spreads between dealing prices. They may also trade in the OTC market or on a regional exchange, or may otherwise have limited liquidity. Consequently investments in smaller companies may be more vulnerable to adverse developments than those in larger companies and the Fund may have more difficulty establishing or closing out its securities positions in smaller companies at prevailing market prices. Also, there may be less publicly available information about smaller companies or less market interest in the securities, and it may take longer for the prices of the securities to reflect the full value of the issuers’ earning potential or assets. Debt Securities Risk – Lower Rated, Higher Yielding Instruments A Fund may invest in lower rated, higher yielding debt securities, which are subject to greater market and credit risks than higher rated securities. Generally, lower rated securities pay higher yields than more highly rated securities to compensate Investors for the higher risk. The lower ratings of such securities reflect the greater possibility that adverse changes in the financial condition of the issuer, or rising interest rates, may impair the ability of the issuer to make payments to holders of the securities. Accordingly, an investment in such Fund is accompanied by a higher degree of credit risk than is present with investments in higher rated, lower yielding securities. Country Risk – Emerging and Less Developed Markets In emerging and less developed markets, in which some of the Funds will invest, the legal, judicial and regulatory infrastructure is still developing but there is much legal uncertainty both for local market participants and their overseas counterparts. Some markets may carry higher risks for investors who should therefore ensure that, before investing, they understand the risks involved and are satisfied that an investment is suitable as part of their portfolio. Investments in emerging and less developed markets should be made only by sophisticated investors or professionals who have independent knowledge of the relevant markets, are able to consider and weigh the various risks presented by such investments, and have the financial resources necessary to bear the substantial risk of loss of investment in such investments. Countries with emerging and less developed markets include, but are not limited to (1) countries that have an emerging stock market in a developing economy as defined by the International Finance Corporation, (2) countries that have low or middle income economies according to the World Bank, and (3) countries listed in World Bank publication as developing. The list of emerging and less developed markets countries is subject to continuous change; broadly they include any country other than Austria, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States of America. Political and Economic Risks

� Economic and/or political instability could lead to legal, fiscal and regulatory changes or the reversal of legal / fiscal / regulatory / market reforms. Assets could be compulsorily re-acquired without adequate compensation.

� A country’s external debt position could lead to sudden imposition of taxes or exchange controls. � High interest can mean that businesses have difficulty in obtaining working capital. � Local management may be inexperienced in operating companies in free market conditions. � A country may be heavily dependent on its commodity and natural resource exports and is

therefore vulnerable to weaknesses in world prices for these products. � Inflation/Deflation Risk – Inflation is the risk that a Fund’s assets or income from a Fund’s

investments may be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s portfolio could decline. Deflation risk is the risk that prices throughout the economy may decline over time. Deflation may have an adverse effect on

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the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of a Fund’s portfolio.

Accounting Practices Risk

� The accounting, auditing and financial reporting system may not accord with international standards.

� Even when reports have been brought into line with international standards, they may not always contain correct information.

� Obligations on companies to publish financial information may also be limited. Market and Settlement Risks

� The securities markets in some countries lack the liquidity, efficiency and regulatory controls of more developed markets.

� Lack of liquidity may adversely affect the ease of disposal of assets. The absence of reliable pricing information in a particular security held by a Fund may make it difficult to assess reliably the market value of assets.

� The share register may not be properly maintained and the ownership or interest may not be (or remain) fully protected.

� Registration of securities may be subject to delay and during the period of delay it may be difficult to prove beneficial ownership of the securities.

� The provision for custody of assets may be less developed than in other more mature markets and thus provides an additional level of risk for the Funds.

� Settlement procedures may be less developed and still be in physical as well as in dematerialised form.

� Limitations may exist with respect to the Funds ability to repatriate investment income, capital or the proceeds from the sale of securities by foreign investors. The Fund can be adversely affected by delays in, or refusal to grant, any required governmental approval for such repatriation.

Currency Risk

� Conversion into foreign currency or transfer from some markets of proceeds received from the sale of securities cannot be guaranteed.

� The value of the currency in some markets, in relation to other currencies, may decline such that the value of the investment is adversely affected.

� Exchange rate fluctuations may also occur between the trade date for a transaction and the date on which the currency is acquired to meet settlement obligations.

Taxation Risk

Investors should note in particular that the proceeds from the sale of securities in some markets or the receipt of any dividends and other income may be or may become subject to tax, levies, duties or other fees or charges imposed by the authorities in that market, including taxation levied by withholding at source. Tax law and practice in certain countries into which the Company invests or may invest in the future (in particular emerging markets) is not clearly established. It is therefore possible that the current interpretation of the law or understanding of practice might change, or that the law might be changed with retrospective effect. As a result the Company could become subject to additional taxation in such countries that is not anticipated either at the date of this Prospectus or when investments are made, valued or disposed of.

Nomineeship Risk The legislative framework in some markets is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. Consequently the courts in such markets may consider that any nominee or depositary as registered holder of securities would have full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof.

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Potential Conflicts of Interest The Investment Manager may effect transactions in which the Investment Manager has, directly or indirectly, an interest which may involve a potential conflict with the Investment Manager duty to the Company. The Investment Manager shall not be liable to account to the Company for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Investment Managers’ fees, unless otherwise provided, be abated. Specific risks linked to securities lending and repurchase transactions In relation to repurchase transactions, investors must notably be aware that (A) in the event of the failure of the counterparty with which cash of a Fund has been placed there is the risk that collateral received may yield less than the cash placed out, whether because of inaccurate pricing of the collateral, adverse market movements, a deterioration in the credit rating of issuers of the collateral, or the illiquidity of the market in which the collateral is traded; that (B) (i) locking cash in transactions of excessive size or duration, (ii) delays in recovering cash placed out, or (iii) difficulty in realising collateral may restrict the ability of the Fund to meet redemption requests, security purchases or, more generally, reinvestment; and that (C) repurchase transactions will, as the case may be, further expose a Fund to risks similar to those associated with optional or forward derivative financial instruments, which risks are further described in other sections of this prospectus. In relation to securities lending transactions, investors must notably be aware that (A) if the borrower of securities lent by a Fund fail to return these there is a risk that the collateral received may realise less than the value of the securities lent out, whether due to inaccurate pricing, adverse market movements, a deterioration in the credit rating of issuers of the collateral, or the illiquidity of the market in which the collateral is traded; that (B) in case of reinvestment of cash collateral such reinvestment may (i) create leverage with corresponding risks and risk of losses and volatility, (ii) introduce market exposures inconsistent with the objectives of the Fund, or (iii) yield a sum less than the amount of collateral to be returned; and that (C) delays in the return of securities on loans may restrict the ability of a Fund to meet delivery obligations under security sales. Shanghai – Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect (collectively, the "Stock Connect") In order to achieve its investment objective, the relevant Fund intends to invest and have direct access to certain eligible China A-shares through the Stock Connect. Investments through the Stock Connect are subject to additional risks, including but not limited to, daily quota limitations, suspension risk, operational risk, restrictions on selling imposed by front-end monitoring, recalling of eligible stocks, clearing and settlement risks, nominee arrangements in holding China A-shares and regulatory risk. The Stock Connect comprises a Northbound trading link under which the overseas investors (including the relevant Fund), through their Hong Kong brokers and a securities trading service company established by the Stock Exchange of Hong Kong Limited ("SEHK"), may be able to trade eligible China A-shares listed on the Shanghai Stock Exchange ("SSE") or the Shenzhen Stock Exchange ("SZSE"). Under the Shanghai – Hong Kong Stock Connect, Hong Kong and overseas investors (including the Funds) are able to trade selective stocks listed on the SSE (the "SSE Securities"). These include all the constituent stocks from time to time of the SSE 180 Index and SSE 380 Index, and all the SSE-listed A-shares that are not included as constituent stocks of the relevant indices but which have corresponding H-shares listed on SEHK, except the following: (i) SSE-listed shares which are not traded in RMB and (ii) SSE-listed shares which are included in the "risk alert". Under the Shenzhen – Hong Kong Stock Connect, Hong Kong and overseas investors (including the Funds) are able to trade selective stocks listed on the SZSE market (the "SZSE Securities"). These include all the constituent stocks of the SZSE Component Index and SZSE Small/Mid Cap Innovation Index which has a market capitalisation of not less than RMB 6 billion, and all the SZSE-listed China A-shares which have corresponding H Shares listed on SEHK, except the following: (i) SZSE listed shares which are not traded in RMB and (ii) SZSE listed shares which are included in the "risk alert" or under delisting arrangement. It is expected that both lists of SSE Securities and SZSE Securities will be subject to review and approval by the relevant regulatory bodies from time to time.

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(i) Daily quota limitations The Stock Connect is subject to daily quota limitations on investments, and may be adjusted in light of actual operational performance. Daily quota may restrict the relevant Fund’s ability to invest in China A-shares through the Stock Connect on a timely basis, and the Fund may not be able to effectively pursue its investment policy.

(ii) Suspension risk The SEHK and SSE / SZSE (as the case may be) reserve the right to suspend trading if necessary for ensuring an orderly and fair market and managing risks prudently which could adversely affect the relevant Fund’s ability to access the Mainland China market.

(iii) Differences in trading day The Stock Connect only operates on days when both the Mainland China and Hong Kong markets are open for trading and when banks in both markets are open on the corresponding settlement days. So it is possible that there are occasions when it is a normal trading day for the Mainland China market but Hong Kong investors (such as the Fund) cannot carry out any China A-shares trading. The Fund may be subject to a risk of price fluctuations in China A-shares during the time when the Stock Connect is not trading as a result.

(iv) Restrictions on selling imposed by front-end monitoring Mainland China regulations require that before an investor sells any share, there should be sufficient shares in the account; otherwise SSE / SZSE (as the case may be) will reject the sell order concerned. SEHK will carry out pre-trade checking on China A-shares sell orders of its participants (i.e. the stock brokers) to ensure there is no over-selling.

(v) Recalling of eligible stocks When a stock is recalled from the scope of eligible stocks for trading via the Stock Connect, the stock can only be sold but restricted from being bought. This may affect the investment portfolio or strategy of the relevant Fund, for example, when the Fund wishes to purchase a stock which is recalled from the scope of eligible stocks.

(vi) Foreign shareholding restrictions and forced-sale arrangement

The China Securities Regulatory Commission ("CSRC") stipulates that, when holding China A-shares, Hong Kong and overseas investors are subject to the following shareholding restrictions:

� shares held by a single foreign investor (such as the relevant Fund) is not allowed to exceed 10% of the company’s total issued shares; and

� total China A-shares held by all foreign investors (i.e. all Hong Kong and overseas investors) in a listed company is not allowed to exceed 30% of its total issued shares.

When Hong Kong and overseas investors carry out strategic investments in listed companies in accordance with the applicable rules and regulations, the shareholding of the strategic investments is not capped by the above-mentioned percentages. Should the shareholding of the relevant Fund in a China A-share listed company exceed the above restriction, the Fund may be required to unwind its position on the excessive shareholding within 5 trading days for Northbound Trading, otherwise SEHK participants shall apply the forced-sale arrangement on the Fund. As there are limits on the total shares held by all Hong Kong and overseas investors in a listed company in Mainland China, the capacity of the relevant Fund to make investments in China A-shares will be affected by the activities of all Hong Kong and overseas investors investing through the Stock Connect or any other permissible ways to obtain China A-shares investment exposures. If the aggregate foreign shareholding limit is exceeded, SSE/SZSE will notify SEHK the number of shares that are subject to forced sale within 5

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trading days for Northbound Trading. On a last-in-first-out basis, SEHK will identify the relevant trades involved and request the relevant SEHK participants to require the Hong Kong and overseas investors concerned to sell the shares within the timeframe as stipulated by SEHK. If the relevant investors fail to sell the shares before the stipulated deadline, SEHK participants will be required to force-sell the shares for the relevant investors (such as the relevant Fund).

(vii) Clearing, settlement and custody risks

The Hong Kong Securities Clearing Company Limited ("HKSCC"), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited ("HKEx") and China Securities Depository and Clearing Corporation Limited ("ChinaClear") establish the clearing links and each is a participant of each other to facilitate clearing and settlement of cross-boundary trades. As the national central counterparty of the Mainland China’s securities market, ChinaClear operates a comprehensive network of clearing, settlement and stock holding infrastructure. ChinaClear has established a risk management framework and measures that are approved and supervised by the CSRC. The chances of ChinaClear default are considered to be remote. Should the remote event of ChinaClear default occur and ChinaClear be declared as a defaulter, HKSCC will in good faith, seek recovery of the outstanding stocks and monies from ChinaClear through available legal channels or through ChinaClear’s liquidation. In that event, the relevant Fund may suffer delay in the recovery process or may not be able to fully recover its losses from ChinaClear.

(viii) Operational risk

The Stock Connect provides new channels for investors from Hong Kong and overseas, such as the relevant Fund, to access the Mainland China stock market directly. The Stock Connect is premised on the functioning of the operational systems of the relevant market participants. Market participants are able to participate in this program subject to meeting certain information technology capability, risk management and other requirements as may be specified by the relevant exchange and/or clearing house. It should be appreciated that the securities regimes and legal systems of the two markets differ significantly and in order for the program to operate, market participants may need to address issues arising from the differences on an on-going basis. Further, the "connectivity" in the Stock Connect program requires routing of orders across the border. This requires the development of new information technology systems on the part of the SEHK and exchange participants i.e. new order routing systems ("China Stock Connect System") set up by SEHK to which exchange participants need to connect). There is no assurance that the systems of the SEHK and market participants will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant systems failed to function properly, trading in both markets through the program could be disrupted. The relevant Fund’s ability to access the China A-share market (and hence to pursue its investment strategy) will be adversely affected.

(ix) Nominee arrangements in holding China A-shares

HKSCC is the "nominee holder" of the SSE securities / SZSE securities (as the case may be) acquired by overseas investors (including the Fund) through the Stock Connect. The CSRC Stock Connect rules expressly provide that investors such as the relevant Fund enjoy the rights and benefits of the SSE securities acquired through the Stock Connect in accordance with applicable laws. The CSRC has clarified and restated in the "Several Provisions on the Interconnection Mechanism for Mainland and Hong Kong Stock Markets" issued by the CSRC on 30 September 2016 that (i) the concept of nominee shareholding is recognised in Mainland China, (ii) overseas investors shall hold SSE securities / SZSE securities (as the case may be) through HKSCC and are entitled to proprietary interests in such securities as shareholders, (iii) Mainland China law does not expressly provide for a beneficial owner under the nominee holding structure to bring legal proceedings, nor does it prohibit a beneficial owner from doing so, (iv) as long as certification of holding issued by HKSCC and its participants is treated as lawful proof of a beneficial owner’s holding of SSE securities / SZSE securities (as the case may be) under the Hong Kong Special Administrative Region law, it would be fully respected by CSRC and (v) as long as an overseas investor can provide evidential proof of direct interest as a beneficial owner, the investor may take legal actions in its own name in Mainland China courts.

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Under the rules of the Central Clearing and Settlement System ("CCASS") operated by HKSCC for the clearing of securities listed or traded on SEHK, HKSCC as nominee holder shall have no obligation to take any legal action or court proceeding to enforce any rights on behalf of the investors in respect of the SSE securities / SZSE securities (as the case may be) in Mainland China or elsewhere. Therefore, although the relevant Fund’s ownership may be ultimately recognised, the Fund may suffer difficulties or delays in enforcing its rights in China A-shares. Moreover, whether Mainland China courts will accept the legal action independently initiated by the overseas investor with the certification of holding in SSE securities / SZSE securities (as the case may be) issued by HKSCC and its participants) has yet to be tested.

(x) Participation in corporate actions

HKSCC will keep CCASS participants informed of the corporate actions of SSE securities / SZSE Securities (as the case may be), in particular those that require CCASS participants/investors to take action. Hong Kong and overseas investors (such as the relevant Fund) should note and comply with the arrangement and deadline specified by their respective brokers or custodians (i.e. CCASS participants) in order to participate in the corporate actions relating to their SSE securities / SZSE securities (as the case may be). The time for the Fund to take action for some types of corporate actions of SSE securities / SZSE Securities (as the case may be) may be very short. Therefore, the Fund may not be able to participate in some corporate actions in a timely manner.

(xi) No protection by Investor Compensation Fund.

Investments of the Fund through Northbound trading under the Stock Connect will not be covered by Hong Kong’s Investor Compensation Fund. Hong Kong’s Investor Compensation Fund is established to pay compensation to investors of any nationality who suffer pecuniary losses as a result of default of a licensed intermediary or authorised financial institution in relation to exchange-traded products in Hong Kong. Since default matters in Northbound trading via the Stock Connect do not involve products listed or traded in SEHK or Hong Kong Futures Exchange Limited, they will not be covered by the Investor Compensation Fund. Therefore, the Fund is exposed to the risk of default of the broker(s) it engages in its trading in China A-shares through the Stock Connect. On the other hand, since the Fund is carrying out Northbound trading through securities brokers in Hong Kong but not Mainland China brokers, therefore it is not protected by the China Securities Investor Protection Fund in Mainland China.

(xii) Trading costs

In addition to paying trading fees and stamp duties in connection with China A-shares trading, the relevant Fund may be subject to new portfolio fees, dividend tax and tax concerned with income arising from stock transfers which are yet to be determined by the relevant authorities.

(xiii) Regulatory risk

The CSRC Stock Connect rules are departmental regulations having legal effect in Mainland China. However, the application of such rules is untested, and it is uncertain how the Mainland China courts will apply such rules, e.g. in liquidation proceedings of Mainland China companies. The Stock Connect is novel in nature, and is subject to regulations promulgated by regulatory authorities and implementation rules made by the stock exchanges in Mainland China and Hong Kong. Further, new regulations may be promulgated from time to time by the regulators in connection with operations and cross-border legal enforcement in connection with cross-border trades under the Stock Connect. The regulations are untested so far and there is no certainty as to how they will be applied. Moreover, the current regulations are subject to change. There can be no assurance that the Stock Connect will not be abolished. The relevant Fund which may invest in the Mainland China markets through the Stock Connect may be adversely affected as a result of such changes.

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Risk associated with the Small and Medium Enterprise Board of the SZSE (the "SME Board") and/or ChiNext Board of the SZSE ("ChiNext Board")

A Fund may have exposure to stocks listed on SME Board and/or ChiNext Board of SZSE. Higher fluctuation on stock prices - Listed companies on the SME Board and/or ChiNext Board are usually of emerging nature with smaller operating scale. Hence, they are subject to higher fluctuation in stock prices and liquidity and have higher risks and turnover ratios than companies listed on the Main Board of the SZSE ("Main Board"). Over-valuation risk - Stocks listed on SME Board and/or ChiNext Board may be overvalued and such exceptionally high valuation may not be sustainable. Stock price may be more susceptible to manipulation due to fewer circulating shares. Differences in regulation - The rules and regulations regarding companies listed on ChiNext Board are less stringent in terms of profitability and share capital than those in the Main Board and SME Board. Delisting risk - It may be more common and faster for companies listed on the SME Board and/or ChiNext Board to delist. This may have an adverse impact on the Fund if the companies that it invests in are delisted. Investments in the SME Board and/or ChiNext Board may result in significant losses for the Fund and its Investors.

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APPENDIX III – FUND DETAILS The Company is designed to give Investors the flexibility to choose between investment portfolios with differing investment objectives and levels of risk. All the Funds may offer A, G, I and L Shares unless otherwise specified. These Share Classes may be issued as Distribution Shares (referred to as "Dist", "QDist" or "VDist") or as Accumulation Shares (referred to as "Acc"). All the Share Classes currently issued by a Fund are listed in the particulars of the relevant Fund. These Share Classes, where available, may also be offered in EUR, USD, CHF, HKD, JPY, SGD, AUD and GBP (the "Reference Currency"). Where offered in a currency other than the Fund Currency, a Share Class will be designated as such. For certain Classes referenced as "Hedged" in the Share Class name, the Investment Manager will, to the extent possible, hedge the exposure to the Reference Currency1. The effects of this hedging will be reflected in the Net Asset Value and, therefore, in the performance of such Share Class. Similarly, any expenses arising from such hedging transactions will be borne by the Share Class in relation to which they have been incurred. It should be noted that these hedging transactions may be entered into whether the Reference Currency is declining or increasing in value relative to the relevant Fund Currency and so, where such hedging is undertaken it may substantially protect investors in the relevant Share Class against a decrease in the value of the Fund Currency relative to the Reference Currency, but it may also preclude investors from benefiting from an increase in the value of the Fund Currency. In addition the Investment Manager may hedge the Fund Currency against the currencies in which the underlying assets of the Fund are denominated or the underlying unhedged assets of a target fund are denominated. There can be no assurance that the currency hedging employed will fully eliminate the currency exposure to the Reference Currency. The specific investment objectives and policies of the different Funds are the following: EQUITY FUNDS Profile of the typical investor Equity Funds may be suitable for Investors who are seeking long term growth potential offered through investment in equities. Specific Risk Considerations The use of financial derivative instruments for investment purposes may increase the Share price volatility, which may result in higher losses for the investor. For full details of the risks applicable to investing in these Funds, please refer to Appendix II, "Risks of Investment" and in particular to the sections detailed below in relation to a Fund. LGlobal Funds – Asia High Dividend Equity Investment Objective and 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.

1 Hedged Share Classes will only be launched if aggregate initial subscription amounts reach at least USD 100,000 or its equivalent in another currency.

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The Fund may get exposure to China A-Shares. Direct investment in China A-Shares listed on PRC Stock Exchanges may be made through the Stock Connect, any other eligible schemes and/or any similar acceptable securities trading and clearing linked program or access instruments which may be available to the Fund in the future. 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. Launch Date: This Fund was launched on 3 January 2012. Available Share Classes:

Class Acc/Dist Available Currencies A Acc USD, SGD, GBP, EUR Dist SGD QDist USD, SGD, GBP, EUR G VDist SGD I

Acc USD, SGD, GBP, EUR QDist USD, SGD, GBP, EUR

L Acc USD, SGD Dist SGD QDist USD, SGD

Holding information: Class Minimum Subscription Amount Minimum Holding Amount Minimum Additional

Subscription Amount A USD/SGD/EUR/GBP 1,000

USD/SGD/EUR/GBP 1,000


G n/a n/a n/a

I USD/SGD/EUR/GBP 1,000,000



L USD/SGD 1,000 USD/SGD 1,000 USD/SGD 1,000

Business Day: Business Day for this Fund is a week day on which banks are normally open for business in Luxembourg and Singapore. Investment Manager: Lion Global Investors Limited Management Fees (per annum):

Class A Class G Class I Class L

up to 1.50% up to 1.50% up to 0.75% None

Fund Currency: USD

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Risks: Investors should refer to Appendix II "Risks of Investment" and in particular, but not limited to, the sections Country Risk, Political and Economic Risk, Liquidity Risk and Currency Risk. Risks Measurement Approach: The global exposure of the Fund is calculated using the commitment approach. LGlobal Funds – Asian High Conviction Equity Investment Objective and Policy: The Fund aims to provide 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 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.

The Fund may get exposure to China A-Shares. Direct investment in China A-Shares listed on PRC Stock Exchanges may be made through the Stock Connect, any other eligible schemes and/or any similar acceptable securities trading and clearing linked program or access instruments which may be available to the Fund in the future. 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. Launch Date: This Fund was launched on 3 November 2014. Available Share Classes:

Class Acc/Dist Available Currencies A Acc USD, SGD, GBP, EUR QDist USD, SGD, GBP, EUR I Acc USD, SGD, GBP, EUR QDist USD, SGD, GBP, EUR L Acc USD, SGD

QDist USD, SGD Holding information: Class Minimum Subscription Amount Minimum Holding Amount Minimum Additional

Subscription Amount A USD/SGD/GBP/EUR 1,000

USD/SGD/GBP/EUR 1,000


I USD/SGD/GBP/EUR 1,000,000



L USD/SGD 1,000 USD/SGD 1,000 USD/SGD 1,000

Business Day: Business Day for this Fund is a week day on which banks are normally open for business in Luxembourg and Singapore. Investment Manager: Lion Global Investors Limited

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Management Fees (per annum):

Class A Class I Class L

up to 1.50% up to 0.75% None

Fund Currency: USD Risks: Investors should refer to Appendix II "Risks of Investment" and in particular, but not limited to, the sections Country Risk, Political and Economic Risk, Liquidity Risk and Currency Risk. Risks Measurement Approach: The global exposure of the Fund is calculated using the commitment approach.

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Lion Global Investors is the processing agent for LGlobal Funds

Lion Global Investors Ltd65 Chulia Street #18-01OCBC Centre, Singapore 049513

T: +65 6417 6800F: +65 6417 6806

For more information, visit: lionglobalinvestors.com or email: [email protected]

Co Reg No:198601745D

A member of the OCBC Group.

SINGAPORE PROSPECTUS LGLOBAL FUNDS Investment …€¦ · This Singapore Prospectus incorporates...

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