SchroderMulti-Express FundProspectusDated: 4 November 2005Valid till: 3 November 2006

SCHRODER STRATEGIC SOLUTIONS SERIES -SCHRODER MULTI-EXPRESS FUND

Directory

Managers

Schroder Investment Management (Singapore) LtdRegistered and operating address: 65, Chulia Street, #46-00, OCBC Centre, Singapore

049513(Company Registration No. 199201080H)

Directors of the Managers

John Dominic BurnsMurray Alan Coble

Gregory John Andrew CooperThai Chee Ken

Tham Ee Mern LilianSusan Soh Shin Yann

Trustee

HSBC Institutional Trust Services (Singapore) Limited21 Collyer Quay #14-01, HSBC Building, Singapore 049320

(Company Registration No. 194900022R)

Auditors

PricewaterhouseCoopers8 Cross Street, #17-00, PWC Building, Singapore 048424

Solicitors to the Managers

Allen & GledhillOne Marina Boulevard, #28-00, Singapore 018989

Solicitors to the Trustee

Shook Lin & Bok1 Robinson Road, #18-00, AIA Tower, Singapore 048542

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SCHRODER STRATEGIC SOLUTIONS SERIES -SCHRODER MULTI-EXPRESS FUND

Important Information

The managers of Schroder Strategic Solutions Series (the “Fund”), Schroder InvestmentManagement (Singapore) Ltd (the “Managers”), accept full responsibility for the accuracy ofinformation contained in this Prospectus and, having made all reasonable enquiries, confirm thatto the best of their knowledge and belief, this Prospectus contains all information with respect toSchroder Multi-Express Fund (the “Sub-Fund”) which is material in the context of the offer of unitsin the Sub-Fund (“Units”) in this Prospectus and the statements contained in this Prospectus arein every material respect true and accurate and not misleading and there are no other facts theomission of which would make any statement in this Prospectus misleading. Unless otherwisestated, all terms not defined in this Prospectus have the same meanings as used in the trust deedrelating to the Fund (the “Deed”).

Some of the information contained in this Prospectus is a summary of corresponding provisionsin the Deed. Investors should refer to the Deed for further details and obtain independentprofessional advice in any event of any doubt or ambiguity relating thereto.

No application has been made for the Units in the Sub-Fund to be listed on any stock exchange.Any holder of Units may request the Managers to realise all or part of his holding of Units inaccordance with and subject to the provisions of the Deed.

Investors should seek independent professional advice to ascertain (a) the possible taxconsequences or (b) the legal requirements, which may be relevant to the subscription, holdingor disposal of Units in the Sub-Fund.

This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in whichsuch offer or solicitation is not lawful or in which the person making such offer or solicitation is notqualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.

Investors should also consider the risks of investing in securities which are summarised inparagraph 9 of this Prospectus.

All enquiries in relation to the Sub-Fund or the Fund should be directed to the Managers or anyagent or distributor appointed by the Managers.

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SCHRODER STRATEGIC SOLUTIONS SERIES -SCHRODER MULT-EXPRESS FUND

TABLE OF CONTENTS

Contents Page

DIRECTORY I

IMPORTANT INFORMATION II

1. BASIC INFORMATION 1

2. THE MANAGERS AND SUB-MANAGERS 2

3. THE TRUSTEE 3

4. REGISTER OF HOLDERS 3

5. THE AUDITORS 3

6. SUB-FUND STRUCTURE 3

7. INVESTMENT OBJECTIVE, FOCUS AND APPROACH 3

8. FEES AND CHARGES 11

9. RISKS 12

10. SUBSCRIPTION OF UNITS 15

11. REALISATION OF UNITS 16

12. PRICES OF UNITS 18

13. SUSPENSION OF UNITS 18

14. PERFORMANCE OF THE SUB-FUNDS 19

15. SOFT DOLLAR COMMISSIONS/ARRANGEMENTS 20

16. CONFLICTS OF INTEREST 20

17. FINANCIAL YEAR-END AND DISTRIBUTION OF REPORTS AND ACCOUNTS 21

18. QUERIES AND COMPLAINTS 21

19. OTHER MATERIAL INFORMATION 21

SCHEDULE 1 29

APPENDIX - NON-SPECIALISED FUNDS INVESTMENT GUIDELINES 34

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SCHRODER STRATEGIC SOLUTIONS SERIES -SCHRODER MULTI-EXPRESS FUND

The collective investment scheme offered in this Prospectus, Schroder Multi-Express Fund, a sub-fund of the Schroder Strategic Solutions Series, is an authorised scheme under the Securities andFutures Act, Chapter 289 of Singapore (the “SFA”). A copy of this Prospectus has been lodgedwith and registered by the Monetary Authority of Singapore (the“Authority”). This Prospectus hasbeen prepared in accordance with the requirements of the SFA. The Authority assumes noresponsibility for the contents of this Prospectus. The registration of this Prospectus by the Authoritydoes not imply that the SFA or any other legal or regulatory requirements have been complied with.The Authority has not, in any way, considered the investment merits of the sub-fund. The meaningof terms not defined in this Prospectus can be found in the deed of trust constituting SchroderStrategic Solutions Series (the “Fund”).

1. BASIC INFORMATION

1.1 The Fund

The Fund is a Singapore-registered open-ended umbrella unit trust currently offering theSub-Fund (as defined below). Other sub-funds may be established in the future. Each sub-fund will represent a separate portfolio of securities or obligations.

1.2 The Sub-Fund

The Managers are currently offering units in one sub-fund (each a “Unit” and collectively the“Units”) of the Fund, namely the Schroder Multi-Express Fund (the “Sub-Fund”), during theinitial offer period as set out in paragraph 10.4 of this Prospectus (the “Initial Offer Period”).

1.3 Date of Registration and Expiry Date of Prospectus

The date of registration of this Prospectus is 4 November 2005. This Prospectus shall bevalid for 12 months after the date of registration (i.e., up to and including 3 November 2006)and shall expire on 4 November 2006.

1.4 Trust Deed

1.4.1 The deed of trust relating to the interests being offered to the public for subscriptionor purchase (the “Principal Deed”) is dated 31 December 2003 and the parties areSchroder Investment Management (Singapore) Ltd, as the managers (the“Managers”), and HSBC Institutional Trust Services (Singapore) Limited, as thetrustee (the “Trustee”). The Principal Deed was amended and restated by way ofa First Amending and Restating Deed dated 11 August 2004 entered into betweenthe Managers and the Trustee (the “First Amending & Restating Deed”), a SecondAmending and Restating Deed dated 29 October 2004 entered into between theManagers and the Trustee (the “Second Amending & Restating Deed”) and aThird Amending and Restating Deed dated 2 November 2005 entered into betweenthe Managers and the Trustee (the “Third Amending & Restating Deed”). ThePrincipal Deed as amended and restated by the First Amending & Restating Deed,the Second Amending & Restating Deed and the Third Amending and RestatingDeed shall hereinafter be referred to as the “Deed”.

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1.4.2 The terms and conditions of the Deed shall be binding on each unitholder (each a“Holder” and collectively the “Holders”) and persons claiming through such Holderas if such Holder had been a party to the Deed and as if the Deed containedcovenants on such Holder to observe and be bound by the provisions of the Deedand an authorisation by each Holder to do all such acts and things as the Deedmay require the Managers and/or the Trustee to do.

1.4.3 A copy of the Deed is available for inspection at the office of the Managers at65 Chulia Street, #46-00, OCBC Centre, Singapore 049513 at all times during usualbusiness hours (subject to such reasonable restrictions as the Managers mayimpose) and shall be supplied by the Managers to any person on application at acharge of S$50 per copy of the document (or such other amount as the Trustee andthe Managers may from time to time agree in writing), such charge being payableto the Managers.

1.5 Accounts and reports

As the Sub-Fund is a newly established fund, the annual and semi-annual accounts andreports and the auditors’ report of the annual accounts of the Sub-Fund are not available asat the date of registration of this Prospectus.

2. THE MANAGERS AND SUB-MANAGERS

The Managers of the Fund are Schroder Investment Management (Singapore) Ltd whoseregistered office is at 65 Chulia Street, #46-00, OCBC Centre, Singapore 049513. TheManagers were incorporated in Singapore in 1992 and have been managing collectiveinvestment schemes and discretionary funds in Singapore since 1992.

The Managers have appointed Schroder Investment Management Limited (“SIML”) as thesub-managers to fully manage all of the investments of the Sub-Fund.

SIML is domiciled in the United Kingdom and has been managing collective investmentschemes and discretionary funds in the United Kingdom for more than 70 years.

Both the Managers and SIML are members of the Schroders group (“Schroders”). Schrodershas been managing collective investment schemes and discretionary funds in Singaporesince the 1970s.

Schroders is a leading global asset management company, whose history dates back 200years. The group’s holding company, Schroders Plc is and has been listed on the LondonStock Exchange since 1959.

Schroders aims to apply its specialist asset management skills in serving the needs of itsclients worldwide, through its large network of offices and over 250 portfolio managers andanalysts covering the world’s investment markets. Its investment capabilities have beenrecognised by experts across the world and its range of funds has won over 100 awardsworldwide over the past 5 years.

Investors should note that past performance of the Managers or SIML are notnecessarily indicative of their future performance.

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3. THE TRUSTEE

The Trustee of the Fund is HSBC Institutional Trust Services (Singapore) Limited whoseregistered office is 21 Collyer Quay, #14-01, HSBC Building, Singapore 049320.

4. REGISTER OF HOLDERS

4.1 The Registrar of the Fund is the Trustee. The Trustee has appointed the Managers, as theTrustee’s agent, to carry out and administer the Trustee’s duties in relation to the register ofHolders of the Sub-Fund (the’“Register”). The Managers have appointed Dexia Fund ServicesSingapore Pte Limited as their sub-registrar to maintain the Register. The Register is kept at65 Chulia Street #46-00 OCBC Centre, Singapore 049513 and is open for inspection by anyHolder during business hours. Alternatively, the Register may be inspected during normalbusiness hours at the registered office of Dexia Fund Services Singapore Pte Limited at 9Raffles Place #42-01 Republic Plaza Singapore 048619.

4.2 The Register is conclusive evidence of the number of Units held by each Holder and thedetails in the Register shall prevail in the event of any discrepancy between the entries inthe Register and the details appearing on any statement of holding, unless the Holderproves to the satisfaction of the Managers and the Trustee that the Register is incorrect.

5. THE AUDITORS

The auditors of the Fund are PricewaterhouseCoopers whose registered office is at 8 CrossStreet, #17-00, PWC Building, Singapore 048424 (the “Auditors”).

6. SUB-FUND STRUCTURE

The Sub-Fund is organised as a sub-fund of the Fund. It is a Singapore authorised non-specialised unit trust and is denominated in Singapore dollars.

7. INVESTMENT OBJECTIVE, FOCUS AND APPROACH

7.1 Investment Objective

The investment objective of the Sub-Fund is to provide investors with the following:

(i) 100% capital protection of their initial investment on the Express Maturity Date (asdefined below) or, if no Express Maturity Event has occurred, approximately 6 yearsfrom the inception of the Sub-Fund (the “Maturity Date”); and

(ii) potential total payouts of up to 11.1% of the Initial Offer Price comprising:

(a) a fixed payout per Unit of 5.1% of the Initial Offer Price (the “Fixed Payout”)approximately at the end of 6 months from inception of the Sub-Fund (the“Fixed Payout Date”); and

(b) a potential payout per Unit linked to the performance of the stocks in a basketof 18 global blue-chip stocks (the “Stock Basket”1) of up to 6% (the “Bonus

1 As detailed in Schedule 1.

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Payout”) approximately 6 Business Days following the Express Maturity Event(the “Express Maturity Date”). Please see paragraph 7.3 below for furtherdetails.

“Express Maturity Event” means the first Observation Date (or adjusted ObservationDate) on which the Express Maturity Condition (if any) is satisfied. Please seeparagraphs 7.4 and 7.6 below for more details.

Investors should note that the 100% capital protection of their initial investmentat Express Maturity Date or the Maturity Date, as the case may be, is notguaranteed.

7.2 Investment Focus and Approach

To achieve the investment objective, the Sub-Fund will invest in debt instruments issued bycorporations, governments, government agencies or supranationals, which may includeequity-linked bonds, with at least “AA” rating by Standard & Poor’s or equivalent (includingsuch sub-categories or gradations therein) provided that not more than one-third of thedeposited property of the Sub-Fund will be invested with the same entity. The Sub-Fund mayinvest above one-third and up to 100% of its deposited property in debt instruments issuedor guaranteed by a government, government agency, or supranational with at least “AA”rating by Standard & Poor’s or equivalent (including such sub-categories or gradationstherein).

In addition, the Sub-Fund will enter into repurchase agreements and equity swap agreementswith counterparties rated at least “A” by Standard & Poor’s or equivalent (including suchsub-categories or gradations therein). The periodic cash payments received from the debtinstruments will in turn be used to finance the repurchase agreements and equity swapagreements.

The combination of the debt instruments and the repurchase agreements and equity swapagreements is expected to be sufficient to provide the Fixed Payout, the capital protectionon the Maturity Date or the Express Maturity Date (as applicable) and the potential BonusPayout.

The Managers may also combine an investment in debt instruments together with therepurchase agreements and equity swap agreements (all as described above), into equity-linked bond investments which are economically equivalent to investing in the threecomponents individually, if this is deemed to be in the better economic interests of Holders.

If the Managers feel that it is in the interest of investors to hedge against movements ininterest rates or other market conditions prior to the end of the Initial Offer Period, theManagers may (subject to the approval of the Trustee) do so.

It is expected that the Managers will purchase some or all of the assets from an affiliatedcompany of the Managers. Any such transactions shall be entered into on an arm’s lengthbasis and in accordance with applicable laws, regulations or Code of Collective InvestmentSchemes issued by the Authority (the “Code”).

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7.3 Payouts

7.3.1 The Sub-Fund will aim to provide investors with a payout per Unit of up to 11.1%of the Initial Offer Price comprising the following:

(i) a Fixed Payout per Unit of 5.1% of the Initial Offer Price approximately at theend of 6 months from the inception of the Sub-Fund; and

(ii) a Bonus Payout linked to the performance of stocks in the Stock Basket2 of upto 6%, upon the occurrence of the Express Maturity Event (if any), on theExpress Maturity Date.

7.3.2 Specifically, a Holder of the Sub-Fund will, on the Express Maturity Date, be entitledto receive a Bonus Payout that is equal to:

• 0% of the Initial Offer Price, if the Express Maturity Event occurs between the9th and 11th month after the inception of the Sub-Fund;

• 1% of the Initial Offer Price, if the Express Maturity Event occurs between the12th and 23rd month after the inception of the Sub-Fund;

• 2% of the Initial Offer Price, if the Express Maturity Event occurs between the24th and 35th month after the inception of the Sub-Fund;

• 3% of the Initial Offer Price, if the Express Maturity Event occurs between the36th and 47th month after the inception of the Sub-Fund;

• 4% of the Initial Offer Price, if the Express Maturity Event occurs between the48th and 59th month after the inception of the Sub-Fund;

• 5% of the Initial Offer Price, if the Express Maturity Event occurs between the60th and 71st month after the inception of the Sub-Fund; or

• 6% of the Initial Offer Price, if the Express Maturity Event occurs in the 72nd

month after the inception of the Sub-Fund.

There will be no Bonus Payout if no Express Maturity Event (as further describedin paragraph 7.4 below) occurs during the life of the Sub-Fund.

7.3.3 The Fixed Payout Date is on or around 15 June 2006 (which is approximately 6months from the inception of the Sub-Fund). The Bonus Payout (if any) will becomputed as at the Express Maturity Date.

7.3.4 The Fixed Payout and each Bonus Payout will be made in the form of cashdistributions of income and/or capital gains and/or capital from the Sub-Fund, asthe Managers may in their absolute discretion decide. Investors can expect toreceive the Fixed Payout and the Bonus Payout (if any) within 30 Business Days3

from the Fixed Payout Date or the Express Maturity Date, as the case may be.

2 Details of the Stock Basket are set out in Schedule 1.3 As defined in paragraph 11.2 below.

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Investors should note that the Fixed Payout and the Bonus Payout are not guaranteed.If the Express Maturity Event occurs prior to the Maturity Date, the Sub-Fund willforthwith terminate on the Express Maturity Date and no further payouts will beaccumulated or paid to investors thereafter.

7.4 Express Maturity Event

7.4.1 The Sub-Fund has an early termination feature such that Holders can expect tohave Units redeemed at the Initial Offer Price per Unit plus any Bonus Payout,depending on the performance of the stocks in the Stock Basket.

7.4.2 Early termination of the Sub-Fund is expected to occur if on any Observation Datethe Express Maturity Condition is satisfied (an “Express Maturity Event”), in whichcase the Express Maturity Date will be set as the Maturity Date. If the ExpressMaturity Condition is not satisfied on any Observation Date during the life of theSub-Fund, the Sub-Fund will mature approximately 6 years from the inception of theSub-Fund.

7.4.3 The “Express Maturity Condition” is satisfied on an Observation Date when allstocks comprised within the Stock Basket meet either of the following conditions:

(i) closing price of a stock on the Observation Date is greater than or equal to theStrike Price of such stock; or

(ii) closing price of a stock on any previous Observation Date was greater than orequal to the Strike Price of such stock.

“Strike Prices” of the respective stocks are determined by the Managers withreference to their stock price levels on or around the Strike Date.

“Strike Date” is a date determined by the Managers, expected to be within 15Business Days from inception of the Sub-Fund, as the reference date formeasurement of the Stock Basket performance.

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7.4.4 Illustrations

Example 1 – An Express Maturity Event

If Express Maturity Event occurs after 47 months, the Bonus Payout will be lockedin at that point in time, and the total payouts which an investor would receive wouldbe as follows:

Observation Observation Observation Observation Strike Date 1 Date 2 Date DatePrice 6mths (9mths) (10mths)… … 38 (46mths) … 39 (47mths)

Locked Locked Locked LockedStock S1/So -in? S2/So -in? S38/So -in? S39/So -in?

1 100% 105% Yes 99% Yes Yes Yes2 100% 100% Yes 92% Yes Yes Yes3 100% 98% No 112% Yes Yes Yes4 100% 96% No 90% No 101% Yes Yes5 100% 82% No 113% Yes Yes Yes6 100% 110% Yes 96% Yes Yes Yes7 100% 112% Yes 106% Yes Yes Yes8 100% 95% No 98% No 104% Yes Yes9 100% 93% No 95% No 98% No 106% Yes

10 100% 90% No 97% No 102% Yes Yes11 100% 113% Yes 98% Yes Yes Yes12 100% 114% Yes 109% Yes Yes Yes13 100% 98% No 111% Yes Yes Yes14 100% 92% No 96% No 103% Yes Yes15 100% 98% No 95% No 111% Yes Yes16 100% 91% No 94% No 99% No 108% Yes17 100% 111% Yes 106% Yes Yes Yes18 100% 95% No 98% No 110% Yes Yes

Payout 5.10% 103%

An investor will receive 5.1% Fixed Payout after 6 months from inception of the Sub-Fund and 103% (comprising 100% capital protection plus Bonus Payout of 3%) onthe Express Maturity Date upon occurrence of an Express Maturity Event 47 monthsfrom the inception of the Sub-Fund.

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Example 2 – Express Maturity Event occurs after 9 months

Strike Price 6mths Observation Date 1 (9mths)Stock S1/So Locked-in?

1 100% 105% Yes2 100% 100% Yes3 100% 103% Yes4 100% 104% Yes5 100% 108% Yes6 100% 110% Yes7 100% 112% Yes8 100% 107% Yes9 100% 106% Yes10 100% 105% Yes11 100% 113% Yes12 100% 114% Yes13 100% 116% Yes14 100% 109% Yes15 100% 101% Yes16 100% 105% Yes17 100% 111% Yes18 100% 115% Yes

Payout 5.10% 100%

An investor will receive 5.1% Fixed Payout after 6 months from inception of the Sub-Fund and 100% capital protection on the Express Maturity Date upon occurrenceof the Express Maturity Event 9 months from the inception of the Sub-Fund.

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Example 3 – No Termination Event

Observation Observation Observation Observation Strike Date 1 Date 2 Date DatePrice 6mths (9mths) (10mths)… … 38 (46mths) … 64 (47mths)

Locked Locked Locked LockedStock S1/So -in? S2/So -in? S38/So -in? S63/So -in?

1 100% 105% Yes 99% Yes Yes Yes2 100% 100% Yes 92% Yes Yes Yes3 100% 98% No 112% Yes Yes Yes4 100% 96% No 90% No 101% Yes Yes5 100% 82% No 113% Yes Yes Yes6 100% 110% Yes 96% Yes Yes Yes7 100% 112% Yes 106% Yes Yes Yes8 100% 95% No 98% No 92% No 90% No9 100% 93% No 95% No 98% No 105% Yes10 100% 90% No 97% No 102% Yes Yes11 100% 113% Yes 98% Yes Yes Yes12 100% 114% Yes 109% Yes Yes Yes13 100% 98% No 111% Yes Yes Yes14 100% 92% No 96% No 103% Yes Yes15 100% 98% No 95% No 98% No 111% Yes16 100% 91% No 94% No 96% No 99% No17 100% 111% Yes 106% Yes Yes Yes18 100% 95% No 98% No 110% Yes Yes

Payout 5.10% 100%

An investor will receive 5.1% Fixed Payout after 6 months from inception of the Sub-Fund and 100% capital protection on the Maturity Date at approximately 6 yearsfrom the inception of the Sub-Fund.

The above figures are hypothetical examples used for illustrative purposesonly and do not represent any past or future performance of the Sub-Fund.

7.5 Early Realisation

In the case of early realisation prior to the Maturity Date or Express Maturity Date (asapplicable), capital protection will not apply and investors will receive the prevailing netasset value per Unit of the Sub-Fund at the time of realisation in addition to the Fixed Payoutand the Bonus Payout (if any) which have already been received prior to the time ofrealisation. Investors should note that capital protection does not apply in the case of earlyrealisation and the prevailing net asset value per Unit of the Sub-Fund prior to the MaturityDate may be lower than the Initial Offer Price per Unit. Units which have been realisedbefore the Maturity Date will not be entitled to receive further payouts distributed after therealisation of such Units.

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7.6 Observation Dates for Sub-Fund

The Observation Dates are 12th of each month starting 12 September 2006 and ending 12December 2011.

On each Observation Date, the closing price of any stock for which such day is not aTrading Day will be taken to be the closing price of such stock on the following Trading Day.The Express Maturity Date will be adjusted to be approximately 6 Business Days followingthe day on which the last closing price has been observed.

“Trading Day”, for purposes of this paragraph 7.6, means any day (other than a Saturdayor Sunday or a public holiday) on which the relevant stock exchanges on which the stocksin the Stock Basket are trading are open for normal trading or any other day as may bedetermined by the Managers.

The Fixed Payout Date, Observation Dates and the Maturity Date may change if, for example,the Initial Offer Period is extended or the inception date of the Sub-Fund is postponed.Investors will be notified of any change to the Fixed Payout Date, Observation Dates andthe Maturity Date accordingly.

7.7 Authorised Investments

The authorised investments of the Sub-Fund (“Authorised Investments”) are any of thefollowing investments:

(i) any Quoted Investment4 which is selected by the Managers for the purpose ofinvestment of the deposited property; or

(ii) any investment in respect of which application for listing or for permission to dealhas been made to a Recognised Stock Exchange5 and the subscription for orpurchase of which is either conditional upon such listing or permission to deal beinggranted within a specified period not exceeding 12 weeks (or such other period asmay be agreed between the Managers and the Trustee) or in respect of which theManagers are satisfied that the subscription or other transactions will be cancelledif the application is refused; or

4 “Quoted Investment” means any investment which is quoted, dealt with or listed or in respectof which permission to deal is effective on a Recognised Stock Exchange.

5 “Recognised Stock Exchange” means any stock exchange and in relation to any particularinvestment shall be deemed to include any responsible market maker and authorised dealerin the market in which the investment is traded and any over-the-counter or electronic ortelephone market of repute and any responsible firm, corporation or association in any partof the world dealing in the investment and any responsible mutual fund or subsidiary thereofor unit trust scheme issuing and redeeming participations or Units (as the case may be) soas to provide in the opinion of the Managers with the approval of the Trustee a satisfactorymarket for the investment and in such a case the investment shall be deemed to be thesubject of an effective permission to deal or listing on a Recognised Stock Exchange deemedto be constituted by such person, firm, corporation, association, mutual fund, subsidiarythereof or unit trust scheme.

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(iii) any Unquoted Investment6 which is selected by the Managers for the purpose ofinvestment of the deposited property; or

(iv) any investment denominated in any currency; or

(v) any investment which is a unit in any unit trust scheme or a share or participationin an open-ended mutual fund or other collective investment scheme; or

(vi) any investment which is a future, option, forward, swap, collar, floor or other derivativeor a repurchase agreement; or

(vii) the currency of any country or any contract for the spot purchase or sale of anysuch currency, any foreign exchange transaction or any forward contract of suchcurrency; or

(viii) any investment which is not covered by paragraphs (i) to (viii) above but is selectedby the Managers for the purpose of investment of the deposited property of theSub-Fund and approved by the Trustee.

8. FEES AND CHARGES

Fees payable by a Holder

Preliminary charge Nil

Realisation charge Nil

Fees deducted from the assets of the Sub-Fund

Management fee* Up to 5.0% of the capital raised during the Initial Offer Period

Trustee fee** For the first 9 months:

1. 0.05% per annum on the first S$50 million of the capitalraised during the Initial Offer Period; and

2. 0.04% per annum on the balance above S$50 million ofthe capital raised during the Initial Offer Period.

From the 10th month onwards until maturity:

1. 0.05% per annum on the first S$50 million of the numberof outstanding Units in issue multiplied by the Initial OfferPrice per Unit; and

2. 0.04% per annum on the balance above S$50 million ofthe number of outstanding Units in issue multiplied by theInitial Offer Price per Unit.

The above is subject to a minimum fee of S$15,000 per annum.

* The management fee for the investment period of up to approximately 6 years is payableupfront to the Managers after the close of the Initial Offer Period. Investors will have to bear

6 “Unquoted Investment” means any investment which is not quoted, listed or dealt in on anyRecognised Stock Exchange.

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the total management fee incurred for the whole duration of the Sub-Fund if Units arerealised before the Maturity Date or the Express Maturity Date (as applicable).

** The trustee fee and other administrative fees for the first 9 months of the Sub-Fund arepayable upfront. Investors will similarly have to bear the total Trustee fee and otheradministrative fees payable for the first 9 months even if investors redeem their Units priorto the end of the first 9 months.

The fees of SIML will be paid by the Managers and not out of the assets of the Sub-Fund.

9. RISKS

9.1 General Risks

9.1.1 An investment in the Sub-Fund is subject to different degrees of market, derivatives,interest rate, credit, equity, foreign securities, currency and industry risks dependingon the investments of the Sub-Fund.

9.1.2 Investment in the Sub-Fund is designed to produce returns over the specified termand is not suitable for short-term speculation. Investors should not expect to obtainshort-term gains from such investment.

9.1.3 Investors should be aware that the price of Units in the Sub-Fund, and the incomefrom them, may fall or rise. No guarantee is given, express or implied thatinvestors will receive back their original investment.

9.2 Specific Risks

9.2.1 Sub-Fund Risk

Investors should note that the Sub-Fund may be terminated prior to its MaturityDate approximately 6 years from the inception of the Sub-Fund if on anObservation Date the Express Maturity Condition is satisfied (i.e., upon theoccurrence of the Express Maturity Event). In such event, investors will expectto receive an early return of their initial capital invested plus the Fixed Payoutand the Bonus Payout (if any) prior to the Sub-Fund’s Maturity Dateapproximately 6 years from the inception of the Sub-Fund.

Hence, investors should be aware that the Sub-Fund’s investment period may lastfrom 9 months to 6 years and that they may need to hold their investment in theSub-Fund for up to 6 years before they can receive the capital protected amount.

Although the Sub-Funds may terminate earlier, investors should regard the Sub-Fund as a 6-year investment.

9.2.2 Market Risk

The investments in the Sub-Fund are subject to the usual market risks such asinterest rate risks and credit risks of issuers and there can be no assurance that theSub-Fund’s investment objective will be realised. The Sub-Fund may be affected

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favourably or unfavourably by changes in currencies and exchange controlregulations.

The investments of the Sub-Fund may be adversely affected by political instabilityas well as exchange controls, changes in taxation, foreign investment policies andother restrictions and controls which may be imposed by the relevant authorities inthe relevant countries.

9.2.3 Derivatives Risk

The use of futures, options, warrants, forwards, swaps or swap options involveincreased risk. In the event the Sub-Fund invests in such instruments, the Sub-Fund’s ability to use such instruments successfully depends on the Managers’ abilityto accurately predict movements in stock prices, interest rates, currency exchangerates or other economic factors and the availability of liquid markets. If the Managers’predictions are wrong, or if the derivatives do not work as anticipated, the Sub-Fundcould suffer greater losses than if the Sub-Fund had not used the derivatives. If theSub-Fund invests in over-the-counter derivatives, there is increased risk that acounterparty may default and fail to honour its contract.

If the assets of the Sub-Fund are pledged to the counterparty of a derivativetransaction and the Sub-Fund does not meet its obligations to the counterparty, thecounterparty will have first call on those assets which may reduce the return toinvestors.

Derivatives transactions will not be used for speculation or leverage but may beused for efficient portfolio management and risk management. In the event theManagers use such instruments, they are of the view that they have the necessaryexpertise to control and manage the use of derivatives. Investments in derivativeswould normally be monitored and controlled by the Managers with regular mark-to-market valuations, careful research prior to investment and compliance monitoringto ensure careful compliance with the investment restrictions set out in the Deedwith regard to derivatives.

9.2.4 Interest Rate Risk

Deposits in financial institutions and investments in bonds, debentures, loan stocks,convertibles and other debt securities may decline in value if interest rates change.In general, the prices of debt securities rise when interest rates fall, and fall wheninterest rates rise.

9.2.5 Credit Risk

Investors of Sub-Fund are exposed to risk of default of the bond issuers or derivativecounterparties. The Sub-Fund is subject to the risk that some issuers orcounterparties of debt securities, derivatives and other investments made by theSub-Fund may not make payments on such obligations. Investors should note thatthe counterparties that stand ready to purchase the bonds may also be thecounterparties to the repurchase agreements and/or the equity swap agreements.

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The counterparties to the repurchase agreements may also be the counterpartiesto the equity swap agreements. Please see paragraph 7.2 above for further detailson the repurchase agreements and equity swap agreements.

An issuer or counterparty may also suffer adverse changes in its financial conditionthat could lower the credit quality of a security, leading to greater volatility in theprice of the security and in the value of the Sub-Fund. A change in the quality ratingof a security can also affect the security’s liquidity and make it more difficult to sell.

9.2.6 Currency Risks

The assets and liabilities of the Sub-Fund may be denominated in currencies differentto the Base Currency of the Sub-Fund. The Sub-Fund may be affected favourablyor unfavourably by exchange control regulations or changes in the exchange ratesbetween the Base Currency and other currencies. If the currency in which aninvestment is denominated appreciates against the Base Currency, the value of theinvestment would increase. Conversely, a decline in the exchange rate of thecurrency would adversely affect the value of the investment. The Base Currency ofthe Sub-Fund is Singapore dollar.

If the Managers and SIML make any investments for the Sub-Fund which are notdenominated in the Base Currency of the Sub-Fund, the Managers and SIML intendto hedge the full foreign exchange exposure by entering into one or more foreignexchange forward contracts and/or cross currency swap transactions.

9.2.7 Industry Risks

The value of the Units in the Sub-Fund will be susceptible to factors affecting theindustries that it covers and may be subject to greater risks and market volatilitythan an investment in a broader range of securities covering various economicsectors.

9.2.8 Liquidity Risks

Any debt instruments, including equity-linked bonds in particular, purchased by theSub-Fund may be bespoke instruments which are not freely traded. If the Sub-Fundredeems its investments in debt instruments including equity-linked bonds before itsmaturity date, the prices achieved may be below prevailing market prices. Holderswill also be exposed to any disruptions and liquidity risks which affect the Index.

Units in the Sub-Fund are non-liquid investments and investors may redeem theirUnits in the Sub-Fund on the last Business Day of each calendar month. Investorsshould refer to paragraph 12 below for more details.

9.2.9 Lack of Diversification

As an exception to the 10% single party limit under Appendix 1 of the Code, theSub-Fund may invest up to one-third of its deposited property in debt securitiesissued by a corporation, government, government agency or supranational with at

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least “A” rating by Standard & Poor’s or equivalent (including such sub-categoriesor gradations therein) and/or place up to one-third of its deposited property indeposits with a financial institution rated at least “B” by Moody’s, provided that notmore than one-third of the deposited property of the Sub-Fund will be invested orplaced with the same entity. The Sub-Funds may also invest above one-third andup to 100% of its deposited property in debt securities issued or guaranteed by agovernment, government agency, or supranational with at least “AA” rating byStandard & Poor’s or equivalent (including such sub-categories or gradationstherein).

Therefore, the Sub-Fund will be subject to a higher level of risk than a portfoliodiversifying its holdings across different issuers.

9.2.10 Lack of Competing Offers

The Managers do not intend to conduct any formal, traceable or controllableprocedure to invite competing offers against the financial institutions from whichthey purchase assets and with which they contract repurchase and equity swapagreements to enable the Sub-Fund to meet its investment objectives.

10. SUBSCRIPTION OF UNITS

10.1 Subscription Procedure

10.1.1 Units in the Sub-Fund can be purchased during the Initial Offer Period from theManagers or its distributors. To apply, investors must complete the application formaccompanying this Prospectus and send the application form together with theapplication monies (if applicable) to the Managers or its distributors. No furthersubscriptions for Units in the Sub-Fund will be accepted after the close of theInitial Offer Period.

10.1.2 Investors may subscribe for Units in the Sub-Fund either with cash or SupplementaryRetirement Scheme (“SRS”) monies.

10.1.3 Investors wishing to use their SRS monies to purchase Units shall indicate as suchin the application form. The application form contains the investor’s instructions tothe SRS operator bank to withdraw from the investor’s SRS account the purchasemonies in respect of Units applied for.

10.2 Cancellation of initial subscription

Subject to Clause 8(B) of the Deed and to the terms and conditions for cancellation ofsubscription in the cancellation form to be provided together with the application form forUnits, every Holder shall have the right by notice in writing delivered to the Managers or theirauthorised agents to cancel his subscription for Units in the Sub-Fund within 7 calendardays (or such longer period as may be agreed between the Managers and the Trustee) fromthe date of his initial subscription. Investors should refer to the terms and conditions forcancellation of subscription attached to the cancellation form before purchasing Units in theSub-Fund.

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10.3 Minimum initial subscription amount and minimum subsequent subscription amount

Minimum initial subscription amount S$5,000

Minimum subsequent subscription amount S$500

10.4 Initial Offer Price and Initial Offer Period

Initial Offer Price S$1.00 per Unit

Initial Offer Period Within 6 months from the date of registration of this Prospectusor such other period as may be determined by the Managers

10.5 Numerical example

10.5.1 The following example shows how the number of Units allotted to an investor of theSub-Fund is derived.

10.5.2 The number of Units you receive with an investment of the minimum initialsubscription amount of S$5,000 in the Sub-Fund, based on the Initial Offer Price ofS$1.00, will be calculated as follows:

S$5,000 - ( 0% x S$5,000) = S$5,000

Gross investment (Preliminary charge* x Net investment sumsum Gross investment sum)

S$5,000 / S$1.00 = 5,000 Units

Net investment sum Initial Offer Price No. of Units received

* Preliminary charge is currently 0%.

10.5.3 An investor who invests in the Sub-Fund during the Initial Offer Period will be senta confirmation of his purchase within 10 Business Days from the date of receipt ofhis application and the application monies by the Managers.

10.6 Minimum fund size for commencement of the Sub-Fund

The Managers reserve the right not to issue Units in each of the Sub-Fund and to return theapplication monies received (without interest) to investors no later than 14 Business Daysafter the close of the Initial Offer Period in the event that the minimum capital raised for theSub-Fund falls below S$20 million as at the close of the Initial Offer Period or if the Managersare of the opinion that it is not in the interest of investors or not commercially economicalto proceed with the Sub-Fund, and in such event the Sub-Fund shall be deemed not to havecommenced.

11. REALISATION OF UNITS

11.1 Redemption Procedure

11.1.1 Holders who wish to realise their Units before the Maturity Date may do so on a

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Dealing Day (as defined below) by submitting a realisation request to the Managersor its representatives before the Dealing Deadline (as defined below).

11.1.2 In the event that an Express Maturity Event occurs, Holders holding Units as at theExpress Maturity Date shall be deemed to have submitted their realisation requestson such day to the Managers or their distributors, i.e. such Holders need not submitany realisation requests. Upon an Express Maturity Event, the Managers shall payto the Holder the redemption proceeds within 6 Business Days of the ExpressMaturity Date or such other period as may be permitted by the Authority.

11.1.3 Holders who hold their Units in the Sub-Fund until the Maturity Date shall be deemedto have submitted their realisation requests on such day to the Managers or theirdistributors, i.e. such Holders need not submit any realisation requests. Upon therelevant maturity date, the Managers shall pay to the Holders the redemptionproceeds within 6 Business Days of the Maturity Date or such other period as maybe permitted by the Authority.

11.2 Dealing Deadline and pricing basis

11.2.1 Units are priced on a forward basis. This means that the realisation price for Unitsredeemed is determined after the Dealing Deadline.

11.2.2 “Dealing Deadline” means 5 p.m. Singapore time, 2 Business Days before theDealing Day or such other time on such Dealing Day as the Managers and theTrustee may agree and upon the Managers giving prior notice to the Holders.

11.2.3 The “Dealing Day” is once a month on the last Business Day of each calendarmonth and the relevant maturity date (or such other day or days at such intervalsas the Managers shall otherwise determine provided that reasonable notice of suchdetermination shall be given by the Managers to all the Holders at such time andin such manner as the Trustee may approve).

“Business Day” means any day (other than a Saturday or Sunday or a public holiday) onwhich banks in Singapore, New York and London are open for business or any other dayas the Managers and Trustee may agree in writing.

11.3 Minimum holding and minimum realisation amount

The minimum holding amount for the Sub-Fund is 1000 Units or such other number or valueof Units as the Managers may from time to time prescribe upon giving prior notice to theTrustee and relevant notice to the Holders of the Sub-Fund (“Minimum Holding”). A Holdershall not be entitled to realise only part of his holding of Units if by so realising his holdingwould be reduced to less than the Minimum Holding for the Sub-Fund. Unless the Managersin any particular case or generally otherwise agrees, a Holder shall not be entitled to realiseUnits other than in amounts above 100 Units.

11.4 Numerical example

11.4.1 The following is an example of how the redemption proceeds payable to an investorin a redemption of 1,000 Units of any of the Sub-Fund based on a notional realisation

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price of S$1.1000 is calculated.

e.g., 1,000 Units x S$1.1000* = S$1,100

Units you realise Realisation price Your realisation(redeem) proceeds

* No realisation charge is currently imposed.

The above example is for illustrative purposes only and is not a forecast or indicationof the future or likely performance of the Sub-Fund.

11.5 The Managers or their distributors shall pay to the Holder or Holders making a redemptionrequest the realisation proceeds calculated in accordance with the Deed within 6 BusinessDays (or such other period as may be permitted by the Authority) in Singapore from the dateof receipt of such realisation request by the Managers, by cheque for Units purchased withcash and by crediting the Holder’s SRS account with his SRS operator bank for Unitspurchased with SRS monies.

12. PRICES OF UNITS

12.1 The Initial Offer Price for the Sub-Fund is S$1.00 per Unit (there is currently no preliminarycharge).

12.2 The indicative realisation prices of the Sub-Fund are normally available 2 Business Daysafter a Dealing Day and published on the Managers’ website at http://www.schroders.com.sgand are also available from the Managers.

13. SUSPENSION OF UNITS

13.1 Suspension of dealing

13.1.1 The Managers or the Trustee may, with the prior written approval of the other,suspend the issuance and realisation of Units in relation to the Sub-Fund during:

(i) any period when the Recognised Stock Exchange on which any investments ofthe deposited property of the Sub-Fund for the time being are listed or dealtin is closed (otherwise than for public holidays) or during which dealings arerestricted or suspended;

(ii) the existence of any state of affairs which, in the opinion of the Managers andthe Trustee might seriously prejudice the interests of the Holders as a whole orof the deposited property (whether of the Sub-Fund or the Fund);

(iii) any breakdown in the means of communication normally employed indetermining the price of any of such investments or the current price on thatRecognised Stock Exchange or when for any reason the prices of any of suchinvestments cannot be promptly and accurately ascertained (including anyperiod when the fair value of a material portion of the Authorised Investmentscannot be determined);

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(iv) any period when remittance of money which will or may be involved in therealisation or such investments or in the payment for such investments cannot,in the opinion of the Managers and the Trustee, be carried out at normal ratesof exchange;

(v) any period when, in the opinion of the Managers, the transfer of funds whichwill or may be involved in the realisation of any material proportion of theinvestments for the time being constituting the deposited property of the Sub-Fund cannot be effected promptly at normal rates of exchange;

(vi) any period when the dealing of Units is suspended pursuant to any order ordirection issued by the Authority;

(vii) any 48 hour period (or such longer period as may be agreed between theManagers and the Trustee) prior to the date of any meeting of Holders (or anyadjourned meeting thereof); or

(viii) during any period when in the opinion of the Managers, there is a breakdownin the means of communication normally employed in determining the value ofany of the investments or the amount of any cash for the time being comprisedin the deposited property of the Sub-Fund or the amount of any liability of theTrustee for account of the Sub-Fund or when for any other reason the value ofany such investments or the amount of any such cash or liability cannot bepromptly and accurately ascertained; or

(ix) any period when the business operations of the Managers or the Trustee inrelation to the operations of the Sub-Fund are substantially interrupted or closedas a result of or arising from pestilence, acts of war, terrorism, insurrection,revolution, civil unrest, riots, strikes or acts of God.

13.1.2 “Material proportion” of the investments means such proportion of the investmentswhich when sold would in the opinion of the Managers in consultation with theTrustee cause the net asset value of the Sub-Fund to be significantly reduced.

13.2 Such suspension shall take effect forthwith upon the declaration in writing thereof to theTrustee by the Managers (or, as the case may be, to the Managers by the Trustee) and shallterminate on the day following the first Business Day on which the condition giving rise tothe suspension shall have ceased to exist and no other condition under which suchsuspension is authorised under paragraph 13.1 above shall exist upon the declaration inwriting thereof by the Managers (or, as the case may be, the Trustee).

13.3 Any payment for any Units realised before the commencement of any such suspension butfor which payment has not been made before the commencement thereof may, if theManagers and the Trustee so agree, be deferred until immediately after the end of suchsuspension.

14. PERFORMANCE OF THE SUB-FUND

14.1 As the Schroder Multi-Express Fund is a newly established sub-fund, a track record of atleast 1 year is not available.

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14.2 The benchmark against which the performance of the Schroder Multi-Express Fund will bemeasured is the Singapore dollar 12 months Fixed Deposit Rate.

15. SOFT DOLLAR COMMISSIONS/ARRANGEMENTS

15.1 In the management of the Sub-Fund, the Managers and SIML may accept soft dollarcommissions from, or enter into soft dollar arrangements with, stockbrokers who executetrades on behalf of the Sub-Funds and the soft dollars received are restricted to the followingkinds of services:

(i) research and price information;

(ii) performance measurement;

(iii) portfolio valuations; and

(iv) analysis administration services.

15.2 The Managers and SIML may not receive or enter into soft dollar commissions orarrangements unless (a) such soft dollar commissions or arrangements shall reasonablyassist the Managers and SIML in its management of the Sub-Fund, (b) the Managers andSIML shall ensure at all times that the transactions are executed at the best available termstaking into account the relevant market at the time for transaction of this kind and sizeconcerned, and (c) that no unnecessary trades are entered into in order to qualify for suchsoft dollar commissions or arrangements. The Managers and SIML shall not receive goodsand services such as travel, accommodation and entertainment.

16. CONFLICTS OF INTEREST

16.1 The Managers may from time to time have to deal with competing or conflicting interests ofthe Sub-Fund with other funds managed by the Managers. For example, the Managers maymake a purchase or sale decision on behalf of some or all of the other funds managed bythem without making the same decision on behalf of the Sub-Fund, as a decision whetheror not to make the same investment or sale for the Sub-Fund depends on factors such asthe case availability and portfolio balance of the Sub-Fund. However, the Managers will usereasonable endeavours at all times to act fairly and in the interests of the Sub-Fund. Inparticular, after taking into account the availability of cash and relevant investment guidelinesof the other funds managed by the Managers, the Managers will endeavour to ensure thatsecurities bought and sold will be allocated proportionately as far as possible among theSub-Fund and the other funds managed by the Managers.

16.2 The factors which the Managers will take into account when determining if there are anyconflicts of interest as described in paragraph 16.1 above include the assets and the debtsecurities of the Sub-Fund. To the extent that another fund managed by the Managersintends to purchase substantially similar assets, the Managers will ensure that the assets areallocated fairly and proportionately and that the interests of all investors are treated equallybetween the Sub-Fund and the other funds.

16.3 The Managers and their affiliates (together the “Parties”) may be involved in other financial,investment and professional activities which may on occasion cause conflict of interest with

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the management of the Sub-Fund. For instance, the Managers and their affiliates may, whereappropriate, enter into transactions with their affiliates in respect of the investments of theSub-Fund (Please see paragraph 7.2 of this Prospectus). Such interest may include dealing,trading, holding, acting as market-makers in such instruments and may include providingcredit and other financial services to any company or issuer of securities or financialinstruments referred to herein. Each of the Parties will ensure that the performance of theirrespective duties will not be impaired by any such involvement. In the event a conflict ofinterest does arise, the Parties will endeavour to ensure that it is resolved fairly and in theinterest of the Holders.

17. FINANCIAL YEAR-END AND DISTRIBUTION OF REPORTS AND ACCOUNTS

17.1 The financial year-end for the Sub-Fund is 30 June. The annual report, annual accounts andthe auditor’s report on the annual accounts will be prepared and sent to Holders within 3months of the financial year-end (or such other period as may be permitted by the Authority).

17.2 The semi-annual report and semi-annual accounts will be prepared and sent to Holderswithin 2 months of the financial half-year end, i.e., 31 December (or such other period asmay be permitted by the Authority).

17.3 A Holder will also receive from the Managers every quarter, the Schroder MoneyLine whichreviews the markets and performance of various funds managed by the Managers and avaluation statement showing the number and value of the Units of the Holder.

18. QUERIES AND COMPLAINTS

All enquiries and complaints about the Fund or the Sub-Fund should be directed to theManagers at telephone number (65) 6534 4288.

19. OTHER MATERIAL INFORMATION

19.1 Information on investments

At the end of each quarter, Holders will receive a statement showing the value of theirinvestment, including any transactions during the quarter. However, if there is any transactionwithin a particular month, Holders will receive an additional statement at the end of thatmonth.

19.2 Distribution of income and/or capital

The Managers have the sole discretion to determine whether any distribution of income and/or capital of the Sub-Fund should be made.

19.3 Investment restrictions and borrowing limits

19.3.1 As the Sub-Fund is a structured product, it is subject to the investment restrictionsand borrowing limits set out in Appendix 1 and Annex 1a of the Code relating tonon-specialised funds, which is set out in the Appendix hereto, which guidelinesmay be amended from time to time.

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19.3.2 The investment restrictions in Appendix 1 and Annex 1a of the Code relate ingeneral to investments in unlisted securities, the single party limit for structuredproducts, securities lending, investments in derivatives, prohibited investments andactivities and borrowings.

19.4 Change of investment policy

The Managers may from time to time change the investment policy of the Sub-Fund inaccordance with the Deed upon prior notification of not less than 30 days (or such otherperiod as may be agreed between the Managers and the Trustee) to the Holders of the Sub-Fund.

19.5 Holders’ right to vote

19.5.1 A meeting of the Holders of all the Sub-Fund of the Fund duly convened and heldin accordance with the provisions of the Schedule of the Deed shall be competentby Extraordinary Resolution:

(i) to sanction any modification, alteration or addition to the provisions of the Deedwhich shall be agreed by the Trustee and the Managers as provided in Clause29 of the Deed;

(ii) to sanction a supplemental deed increasing the maximum permitted percentageof the management fee, the administration fee or the Trustee’s remuneration asprovided in Clause 19 of the Deed in relation to the Fund or the Sub-Fund;

(iii) to terminate the Fund as provided in Clause 26(D) of the Deed or section 295of the SFA;

(iv) to remove the Auditors as provided in Clause 13(B) of the Deed;

(v) to remove the Trustee as provided in Clause 23(C)(ii) of the Deed;

(vi) to remove the Managers as provided in Clause 24(A)(iii) of the Deed;

(vii) to authorise and direct the Managers and the Trustee to enter into a schemeof reconstruction or amalgamation in relation to the Sub-Fund as provided inClause 26(F) of the Deed; or

(viii) to sanction such other matters as may be proposed by the Managers and/orthe Trustee.

19.5.2 A meeting of the Holders of the Sub-Fund duly convened and held in accordancewith the provisions of the Schedule of the Deed shall be competent by ExtraordinaryResolution:

(i) to sanction any modification, alteration or addition to the provisions of the Deedwhich shall be agreed by the Trustee and the Managers as provided in Clause29 of the Deed to the extent that such modification, alteration or additionaffects the Holders of the Sub-Fund;

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(ii) to sanction a supplemental deed increasing the maximum permitted percentageof the management fee, the administration fee or the maximum permittedpercentage of the Trustee’s remuneration in relation to the Sub-Fund;

(iii) to terminate the Sub-Fund as provided in Clause 26(D) of the Deed or section295 of the SFA;

(iv) to sanction a scheme of reconstruction, whether by way of amalgamation,merger or dissolution of the Sub-Fund; or

(v) to sanction such other matters as may be proposed by the Managers and/orthe Trustee.

19.6 Taxation

Investors should seek professional advice from their tax consultants to determine the possibletax consequences of investing in the Sub-Fund.

19.7 Valuation

Save as otherwise expressly provided herein and subject always to the requirements of theCode, for the purpose of determining the net asset value of the Sub-Fund or any part thereofor any investment comprised or to be comprised therein shall be calculated as follows:

19.7.1 A Quoted Investment, the value shall be calculated by reference to the last knowntransacted or settlement price on any Recognised Stock Exchange; where suchQuoted Investment is listed, dealt or traded in more than one Recognised StockExchange, the Managers or any authorised agent appointed by the Managers mayin its absolute discretion select any one of such Recognised Stock Exchange for theforegoing purposes, and, if there is no such price, the value shall be calculated byreference to the mean of the bid and offer prices as at the Valuation Point7.

19.7.2 The value of any Unquoted Investment (other than any deposit or bank bill or unitor share in an open-ended collective scheme referred to in paragraphs 19.7.3 and19.7.4 below) shall be the initial value thereof ascertained as hereinafter providedor the value thereof as assessed on the latest revaluation thereof made in accordancewith the following provisions:

(i) the initial value of such an Unquoted Investment shall be the amount expended

7 “Valuation Point” means such time on such Valuation Day on which the net asset valueof the Sub-Fund or the net asset value of Units of the Sub-Fund is to be determined pursuantto Clause 5 of the Deed or such other time as the Managers with the approval of the Trusteemay from time to time determine and the Trustee shall decide if a notice to notify Holdersof such determination is required; and “Valuation Day” means such Business Day determinedby the Managers at the time of establishment of the Sub-Fund on which the net asset valueof the Sub-Fund or the net asset value of Units of the Sub-Fund falls to be calculated, orsuch other day as the Managers with the approval of the Trustee shall otherwise determineprovided that not less than 1 calendar month’s prior notice shall be given to the Holders ofthe Sub-Fund before any change in the Managers’ determination.

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out of the deposited property of the Sub-Fund in the acquisition thereof(including in each case the amount of the fiscal and purchase charges andother expenses incurred in the acquisition thereof and the vesting thereof in theTrustee for the purposes of the Sub-Fund); and

(ii) the Managers may at any time with the approval of the Trustee and shall atsuch times or at such intervals as the Trustee may request cause a revaluationto be made of any Unquoted Investment by an approved valuer approved bythe Trustee as qualified to value such Unquoted Investment.

19.7.3 Cash, deposits and similar assets which shall be valued at their face value (togetherwith accrued interest) unless in the opinion of the Managers (after consultation withthe Trustee), any adjustment should be made to reflect the value thereof.

19.7.4 A Unit or share in a unit trust or mutual fund or collective investment scheme whichshall be valued at the latest published or available net asset value per unit or share,or if no net asset value per unit or share is published or available, then at their latestavailable realisation price.

19.7.5 An Investment, other than as described above, which shall be valued in suchmanner and at such time as the Managers (after consultation with the Trustee) shallfrom time to time determine.

Provided that if the quotations referred to in paragraphs 19.7.1 to 19.7.5 above are notavailable or if such quotations, in the opinion of the Managers, do not represent a fair valueof the Investment then the Value shall be such value as the Manager may with due care andin good faith consider in the circumstances to be fair and with the prior approval of theTrustee, and, in determining such “fair value”, the Manager shall rely on such personapproved by the Trustee as qualified to value the Authorised Investments and the Managersmay rely on quotations for the investment on another Recognised Stock Exchange or in anover-the-counter or electronic or telephone market or by an authorised dealer for SingaporeGovernment Securities or other fixed income securities or any certified valuation by a memberof repute of any Recognised Stock Exchange or any approved valuer or such otherreasonable means as the Trustee may approve.

19.8 Termination of the Fund or Sub-Fund

In accordance with the applicable provisions of the Deed, the Managers may terminate theFund or the Sub-Fund by notice in writing in any of the following events:

(i) if at any time the net asset value of the Sub-Fund shall be less than S$10,000,000(or its equivalent value in other currencies); or

(ii) if it becomes illegal in Singapore to continue the Fund or the Sub-Fund or if in theopinion of the Managers it becomes impracticable or inadvisable to continue theFund or the Sub-Fund in the interest of the Holders thereof; or

(iii) if the Authority so directs pursuant to the SFA.

In the event of the termination of the Fund or the Sub-Fund by the Managers, the Managersshall give notice thereof to the Holders in the manner as provided under the Deed and by

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such notice fix the date at which such termination is to take effect (which date shall not beless than 1 month or such other longer period as may be determined by the Managers inconsultation with the Trustee after the service of such notice). The Managers also shall givenot less than 7 days prior written notice of such termination to the Authority.

19.9 Indemnities and protection accorded to the Managers and/or the Trustee

19.9.1 The Trustee and the Managers respectively shall incur no liability in respect of anyaction taken or thing suffered by them in reliance upon any notice, resolution,direction, consent, certificate, affidavit, statement, certificate of stock, plan ofreorganisation or other paper or document believed to be genuine and to havebeen passed, sealed or signed by the proper parties.

19.9.2 Neither the Trustee nor the Managers shall be responsible for the authenticity of anysignature on any statement of account or any seal affixed to any endorsement orany certificate or to any form of transfer or application, or other document affectingthe title to or transmission of Units or be in any way liable for any forged orunauthorised signature on or a seal affixed to such endorsement, form of transferor application or other document or for acting on or giving effect to any such forgedor unauthorised signature or seal. The Trustee and the Managers respectively shallnevertheless be entitled but not bound to require that the signature of any Holderor joint Holder to any document required to be signed by him under or in connectionwith the Deed shall be verified by a banker or broker or other responsible personor otherwise authenticated to its or their reasonable satisfaction.

19.9.3 The Trustee and the Managers shall incur no liability to the Holders for doing or (asthe case may be) failing to do any act or thing which by reason of any provisionof any present or future law or regulation made pursuant thereto, or of any decree,order or judgement of any court, or by reason of any request, announcement orsimilar action (whether of binding legal effect or not) which may be taken or madeby any person or body acting with or purporting to exercise the authority of anygovernment (whether legally or otherwise) either they or any of them shall be directedor requested to do or perform or to forbear from doing or performing. If for anyreason it becomes impossible or impracticable to carry out any of the provisions ofthe Deed neither the Trustee nor the Managers shall be under any liability thereforor thereby.

19.9.4 Any indemnity expressly given to the Trustee and/or the Managers in the Deed isin addition to and without prejudice to any indemnity allowed by law providednevertheless that nothing in any of the provisions of the Deed shall in any case inwhich the Trustee and/or the Managers, as the case may be, have failed to showthe degree of diligence and care required by them by the provisions of the Deedexempt them from or indemnify them against any liability for breach of trust or anyliability which by virtue of any rule of law would otherwise attach to them in respectof any negligence, default, breach of duty or trust of which they may be guilty inrelation to their duties.

19.9.5 Neither the Managers nor the Trustee shall be responsible to the Fund, the Sub-Fund or any Holder for any loss or damage arising from reasons or causes beyond

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their control, or the control of any of their employees, including without limitationnationalisation, war, terrorism, currency restrictions, civil unrest, riots or strikes,nuclear fusion or acts of God.

19.9.6 In no event shall a Holder have or acquire any rights against the Trustee and theManagers or either of them save such as are expressly conferred upon such Holderby the Deed nor shall the Trustee be found to make any payment to any Holderexcept out of funds held by or paid to it for that purpose under the provisions ofthe Deed.

19.9.7 The Trustee shall not be under any liability on account of any thing done or sufferedby the Trustee in good faith in accordance with or in pursuance of any request oradvice of the Managers. Whenever pursuant to any provision of the Deed anycertificate, notice, instruction or other communication is to be given by the Managersto the Trustee, the Trustee may accept as sufficient evidence thereof a documentsigned or purporting to be signed on behalf of the Managers by any one personwhose signature the Trustee is for the time being authorised in writing by theManagers to accept and may act on verbal, facsimile and electronic instructionsgiven by authorised officers of the Managers specified in writing by the Managersto the Trustee.

19.9.8 Subject to any applicable laws and to the Deed (including but without limitations,Clause 19(F) of the Deed) and without prejudice to any rights of indemnity by lawgiven to trustees, the Trustee shall be entitled for the purposes of indemnity againstany actions, costs, claims, damages, expenses or demands to which it may be putas Trustee to have recourse to the deposited property or any part thereof but thisshall be without prejudice to the obligation of the Managers to reimburse the Trusteeout of the deposited property in respect of all such matters as fall within Clause18(B) of the Deed.

19.9.9 The Trustee shall not be responsible for acting upon any resolution purported tohave been passed at any meeting of the Holders in respect whereof minutes shallhave been made and signed even though it may be subsequently found that therewas some defect in the constitution of the meeting or the passing of the resolutionor that for any reason the resolution was not binding upon all the Holders.

19.9.10 In the absence of fraud or negligence or breach of the Deed by the Trustee, it shallnot incur any liability by reason of any error of law or any matter or thing done orsuffered or omitted to be done by it in good faith thereunder.

19.9.11 In the absence of fraud, negligence or wilful default the Managers shall not incurany liability by reason of any error of law or any matter or thing done or sufferedor omitted to be done by it in good faith hereunder and the Managers shall not beunder any liability except such liability as may be expressly assumed by it underthe Deed nor shall the Managers (save as therein otherwise provided) be liable forany act or omission of the Trustee.

19.9.12 Without prejudice to the powers, authorities and discretions of the Trustee under theTrustees Act, Chapter 337 of Singapore, the Trustee may act upon any advice of orinformation obtained from any advisers, bankers, accountants, brokers, lawyers or

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other persons on whom the Trustee has relied on for advice (hereinafter known as“advisers”) either of the Trustee or of the Managers and the Trustee shall not beliable for anything done or omitted or suffered in good faith in reliance upon suchadvice or information or for any misconduct, mistake, oversight, error of judgement,forgetfulness or want of prudence on the part of any such advisers Provided That,in the case of advisers of the Trustee, the Trustee shall have exercised due care anddiligence in the appointment of such advisers of the Trustee. Any such advice orinformation may be obtained or sent by letter, telegram, telex, facsimile or electronicmessage and the Trustee shall not be liable for acting on any advice or informationpurporting to be conveyed by any such letter, telegram, telex, facsimile or electronicmessage although the same contains some error or shall not be authentic.

19.9.13 Save otherwise expressly provided in the Deed, the Trustee shall as regards all thetrusts, powers, authorities and discretions vested in it have absolute and uncontrolleddiscretion as to the exercise thereof whether in relation to the manner or as to themode of and time for the exercise thereof and in the absence of fraud or negligencethe Trustee shall not be in any way responsible for any loss, costs, damages orinconvenience that may result from the exercise or non-exercise thereof.

19.9.14 The Trustee may in relation to the acquisition, holding or disposal of any investmentwith the concurrence of the Managers utilises its own services or the services of anyassociate of the Trustee (if such associate is a banker) without there being anyliability to account therefore and any charges or expenses incurred shall be payableout of the deposited property.

19.9.15 The Trustee shall not be responsible for verifying or checking any valuation of theassets of the Fund or any calculation of the prices at which Units are to be issuedor realised, except as provided in the Deed, but shall be entitled (but not bound)at any time to require the Managers to justify the same.

19.10 Custody of investments

The Trustee shall be responsible for the safe custody of the deposited property of the Sub-Fund. Any Authorised Investments forming part of the deposited property shall, if in bearerform, be held by or on behalf of or deposited with the Trustee for the purpose of safecustody. Any Authorised Investments in registered form shall, as soon as possible afterreceipt of the necessary documents be registered in the name of the Trustee or its nomineeand shall remain so registered until disposed of in accordance with the provisions of theDeed. The Trustee may act as custodian itself or may from time to time as it thinks fit appointsuch person (including any associate of the Trustee) as custodian or joint custodian (withthe Trustee if acting as custodian or with any other custodian appointed by the Trustee) ofthe whole or any part of the deposited property and (where the Trustee is custodian) mayfrom time to time as it thinks fit appoint or (where the Trustee appoints a custodian) mayempower such custodian or joint custodian (as the case may be) to appoint with priorconsent in writing of the Trustee, sub-custodians. The fees and expenses of any suchcustodian, joint custodian or sub-custodian shall be paid out of the deposited property. TheTrustee may at any time procure that:

(i) the Trustee; or

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(ii) any officer of the Trustee jointly with the Trustee; or

(iii) any nominee appointed by the Trustee; or

(iv) any such nominee and the Trustee; or

(v) any custodian, joint-custodian or sub-custodian appointed; or

(vi) any company operating a recognised clearing system in respect of the AuthorisedInvestments involved; or

(vii) any broker, financial institution or other person with whom the same is deposited inorder to satisfy any requirement to deposit margin or security,

take delivery of and retain and/or be registered as proprietor of any Authorised Investmentsor other property held upon the trusts of the Deed.

Notwithstanding any other provision in the Deed, the following provisions shall apply:

(a) the Trustee shall not incur any liability in respect of or be responsible for lossesincurred through the insolvency of or any act or omission of any depository orclearing system with which Authorised Investments may be deposited or any broker,financial institution or other person with whom Authorised Investments are depositedin order to satisfy any margin requirement;

(b) the Trustee shall not incur any liability in respect of or be responsible for lossesincurred through the insolvency of or any act or omission of any nominee, custodian,joint custodian or sub-custodian appointed by the Trustee except where the Trusteehas failed to exercise reasonable skill and care in the selection, appointment andmonitoring of such appointee (having regard to the market in which the relevantappointee is located) or the Trustee is in wilful default; and

(c) the Trustee shall not incur any liability in respect of or be responsible for lossesincurred through the insolvency of or any act or omission of any sub-custodian notappointed by it.

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Schedule 1

Constituent Stocks in the Stock Basket

The following is a brief description of the constituent stocks in the indicative Stock Basket, includingthe relevant stock exchange from which their prices are to be taken:

Altria Group, New York Stock Consumer Altria Group, Inc. is the parent company ofInc. Exchange Kraft Foods, Philip Morris International, Philip

Morris USA, and Philip Morris CapitalCorporation. The Company is also ashareholder in the brewer, SABMiller plc.Altria’s brands include Marlboro cigarettes,Oreo cookies, Kraft cheeses, Maxwell Housecoffee, Nabisco crackers and Philadelphiacream cheese.

American New York Stock Financial American International Group, Inc., throughInternational Exchange its subsidiaries, provides a variety ofGroup, Inc. insurance and insurance-related services in

the United States and overseas. TheCompany writes property and casualty andlife insurance, as well as provides financialservices.

Amgen Inc. National Association Consumer Amgen Inc. discovers, develops,of Securities Dealers manufactures, and markets humanAutomated Quotation therapeutics based on cellular andSystem (NASDAQ) molecular biology. The Company focuses

its research on secreted protein and smallmolecule therapeutics, with particularemphasis on neuroscience and cancer.Amgen concentrates on the areas ofhematology, cancer, infectious disease,endocrinology, neurobiology andinflammation.

Australia Australian Stock Financial Australia and New Zealand Banking Groupand New Exchange Limited is an international bank with activitiesZealand in general banking, mortgage andBanking installment lending, life insurance, leasing,Group hire purchase and general finance. ANZLimited also provides international and investment

banking, investment and portfoliomanagement and advisory services,nominee and custodian services,stockbroking and executor and trusteeservices.

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BHP Billiton Australian Stock Basic BHP Billiton Limited is an internationalLimited Exchange Materials resources company. The Company’s

principal business lines are mineralexploration and production, including coal,iron ore, gold, titanium, ferroalloys, nickeland copper concentrate, as well aspetroleum exploration, production andrefining.

BP plc London Stock Energy BP plc is an oil and petrochemicalsExchange company. The Company explores for and

produces oil and natural gas, refines,markets, and supplies petroleum products,generates solar energy, and manufacturesand markets chemicals. BP’s chemicalsinclude terephthalic acid, acetic acid,acrylonitrile, ethylene and polyethylene.

Canon Inc. Tokyo Stock Technology Canon Inc. is a professional and consumerExchange imaging solutions company and patent-

holder of digital imaging technologies. TheCompany’s products include networkedmultifunction devices, digital and analogcopiers, computer peripherals, facsimilemachines, image filing systems, camcorders,cameras and lenses, semiconductor andbroadcast and medical equipment.

Duke Energy New York Stock Utilities Duke Energy Corporation is a diversifiedCorporation Exchange multinational energy company with an

integrated network of energy assets andexpertise. The Company manages aportfolio of natural gas and electric supply,delivery and trading businesses.

Honda Motor Tokyo Stock Consumer Honda Motor Co., Ltd. develops,Co., Ltd. Exchange manufactures, and distributes motorcycles,

automobiles, and power products such asgenerators and farm machinery. TheCompany also operates a financial creditbusiness. Honda Motor has manufacturingfacilities in the US, Canada, the UK, France,Italy, Spain, Brazil, Mexico, India andThailand.

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Hoya Tokyo Stock Industrial Hoya Corporation manufactures electro-Corporation Exchange optics products such as photomasks for

semiconductors, optical glasses, magneticmemory disks, eyeglasses, contact lenses,laser equipment and crystal products. TheCompany develops information systems andoperates staffing services.

Nestle SA virt-x Consumer Nestle SA processes food. The Company’ssubsidiaries produce and sell beverages,milk products, culinary products, frozenfood, chocolate, ready-to-eat dishes,refrigerated products, food service productsand pet food. Nestle also manufacturespharmaceuticals and cosmetics.

QBE Australian Stock Financial QBE Insurance Group Limited is anInsurance Exchange insurance company which underwrites mostGroup forms of commercial and industrial insuranceLimited policies, as well as individual policies. QBE

also manages Lloyds syndicates andprovides investment management services.The Company provides its services bothdomestically and internationally.

Ricoh Tokyo Stock Technology Ricoh Company, Ltd. manufactures andCompany, Exchange markets office automation equipment,Ltd. electronic devices, and photographic

instruments. The Company’s diverseproduct line includes facsimiles, imagescanners, printers, digital cameras andpersonal computers, as well as a full rangeof analog, digital, color, and diazo copiers.Ricoh operates with a network of salesoffices and tie-ups worldwide.

Rio Tinto Australian Stock Basic Rio Tinto Limited is an international miningLimited Exchange Materials company. The Company has interests in

mining for aluminum, borax, coal, copper,gold, iron ore, lead, silver, tin, uranium, zinc,titanium dioxide feedstock, diamonds, talcand zircon. Rio Tinto’s various miningoperations are located in Australia, NewZealand, South Africa, the United States,South America, Europe and Indonesia.

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Takeda Tokyo Stock Consumer Takeda Pharmaceutical Company LimitedPharmaceutical Exchange mainly manufactures and sellsCompany pharmaceuticals, food supplements, andLimited chemical products like polyurethane. The

Company also produces food,agrochemicals and environment-relatedproducts such as pollution detectors.Takeda Pharmaceutical researches,develops, and promotes the productsthrough its related companies in the US,Europe and Asia.

Target New York Stock Consumer Target Corporation is a general merchandiseCorporation Exchange retailer, specialising in large-store formats,

including discount stores, moderate-pricedpromotional stores and traditionaldepartment stores. The Company operatesTarget stores and Mervyn’s stores.

Tesco plc London Stock Consumer Tesco plc is a food retailer. The GroupExchange operates stores in the United Kingdom,

Republic of Ireland, Czech Republic,Hungary, Poland, Slovakia, Turkey, Japan,Malaysia, South Korea, Taiwan and Thailand.

Westpac Australian Stock Financial Westpac Banking Corporation offers generalBanking Exchange and savings banking, including lending,Corporation deposit taking and payment services.

Westpac also provides investment portfoliomanagement and advice, unit trust andsuperannuation fund management, nomineeand custodian facilities, insurance services,consumer finance, leasing, general finance,foreign exchange dealing and money marketservices.

Investors should note that the constituents of the Stock Basket listed above are indicative and theManagers may at its discretion modify the composition of the basket before investment. Investorswill be notified of the exact composition of the Stock Basket when the investments have beenmade after inception of the Sub-Fund.

Also, the composition of the Stock Basket may be modified after inception of the Sub-Fund if anyof the following events affects one or more of the stocks:

(a) merger or consolidation of the issuer with or into another entity;

(b) tender offer which results in a transfer of or an irrevocable commitment to transfer all of suchstocks outstanding;

(c) any event of nationalisation or insolvency;

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(d) delisting on the relevant stock exchange; and

(e) other similar corporate events.

Upon the occurrence of any of the above events, the Managers will seek to substitute the affectedstock(s) with other stock(s) whose characteristics in terms of volatility and correlation to the otherconstituent stocks are comparable to the affected stock(s).

In addition, the calculation of the Strike Prices of the stocks in the Stock Basket may be adjustedif any of the following events affects one or more of the stocks:

(a) subdivision, consolidation or reclassification of shares;

(b) special distribution of shares, extraordinary dividend, share repurchase; or

(c) any other event which has a diluting or concentrative effect on the theoretical value of theshares.

For any change in the calculation of the Strike Prices of the stocks in the Stock Basket, theManagers will take into account the effect which the particular event has on the overall weightingof each of the constituent stocks in the Stock Basket.

When making any decision to change the composition or the calculation of the Strike Prices of theStock Basket after inception under the circumstances set out above, the Managers will act in goodfaith and will ensure that any change is made in a commercially fair and objective manner so asto preserve the economic interest of investors.

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Appendix - Non-Specialised Funds Investment Guidelines

1. Unlisted Securities

1.1 Investments in unlisted securities including unlisted derivatives should not exceed 10% ofthe Deposited Property of the Non-Specialised Fund. This 10% limit does not apply to sharesoffered through an initial public offering which have been approved for listing and unlisteddebt securities that are traded on an organised over-the-counter market which is of goodrepute and open to the public.

1.2 Up to an additional 10% of the Deposited Property of the Non-Specialised Fund may beinvested in unlisted debt securities which are of investment grade (i.e. rated at least BBBby Fitch Inc, Baa by Moody’s or BBB by Standard and Poor’s, including such sub-categoriesand gradations therein) but for which there is no ready secondary market.

1.3 Exceptions to the 10% unlisted securities rule are also allowed for Structured Products (asdefined in paragraph 2.4 below) subject to the criteria set out in paragraph 8 below.

2. Single Party Limit

2.1 Up to 10% of the Deposited Property of the Non-Specialised Fund may consist of securitiesissued by and deposits placed with the same entity (a company, its subsidiaries, fellowsubsidiaries and holding company are regarded as one entity). The issuer of securities heldas collateral by the Non-Specialised Fund should be included in computing the Non-Specialised Fund’s exposure to that issuer. For the avoidance of doubt, as securities lentremain the property of the Non-Specialised Fund, these should continue to be included inthe computation of the single party limit. For a Non-Specialised Fund tracking a benchmarkwhich is widely accepted and constructed by an independent party, the single party limit willbe the higher of 10% or the benchmark weighting of the issuer.

2.2 The single party limit of 10% in paragraph 2.1 may be raised to 35% of the depositedproperty of the Non-Specialised Fund where:

(a) the issuer is, or the issue is guaranteed by, either a government, government agency, orsupranational that has a minimum long-term issuer rating of BBB by Fitch Inc, Baa byMoody’s or BBB by Standard and Poor’s (including such sub-categories or gradationstherein); and

(b) except for Non-Specialised Funds with a fixed maturity, not more than 20% of the depositedproperty of the Non-Specialised Fund may be invested in any single issue of securities bythe same issuer.

2.3 The single party limits in paragraphs 2.1 and 2.2 do not apply where:

(a) the issuer is, or the issue has the benefit of a guarantee from, either a government,government agency or supranational that has a minimum long-term issuer rating of AA byFitch Inc, Aa by Moody’s or AA by Standard & Poor’s (including such sub-categories orgradations therein); and

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(b) except for Non-Specialised Funds with a fixed maturity, not more than 20% of the depositedproperty of the Non-Specialised Fund may be invested in any single issue of securities bythe same issuer.

2.4 Exceptions to the single party limit are allowed for structured products subject to thecriteria set out in paragraph 8 below.

2.5 For the avoidance of doubt, the single party limit does not apply to placement of short-termdeposits arising from:

(a) subscription monies received at the Non-Specialised Fund’s inception pending thecommencement of investment by the Non-Specialised Fund;

(b) liquidation of investments pending reinvestment; or

(c) liquidation of investments prior to the termination or maturity of a Non-Specialised Fundwhere the placing of these monies with various institutions would not be in the interests ofHolders.

2.6 A Non-Specialised Fund may not hold more than 10% of any single issue of securities bythe same issuer.

3. Securities Lending

3.1 Up to 50% of the Deposited Property of the Non-Specialised Fund may be lent providedadequate collateral, in the form of instruments consistent with the investment objective andcharacter of the Non-Specialised Fund and with a remaining term to maturity of not morethan 366 days, is taken. If cash received as collateral is invested, these should be investedin the form of instruments described above.

3.2 Irrevocable letters of credit and banker’s guarantees are acceptable as collateral if theissuer has a credit rating of at least F-1 by Fitch Inc, Prime-1 by Moody’s or A-1 by Standard& Poor’s.

3.3 The 366-day maturity requirement in paragraph 3.1 does not apply to debt securities takenas collateral where:

(a) such debt securities are rated at least A by Fitch Inc, A by Moody’s or A by Standard &Poor’s (including such sub-categories and gradations therein); and

(b) the securities lending transaction is conducted through an institution with a credit rating ofat least A by Fitch Inc, A by Moody’s or A by Standard & Poor’s (including such sub-categories and gradations therein) and the institution indemnifies the Non-Specialised Fundin the event of losses due to failure by the securities borrower to return the borrowedsecurities.

3.4 In addition, securities lending is subject to the following conditions:

(a) the collateral is marked to market daily; and

(b) the Trustee or its representative takes delivery of the collateral immediately.

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3.5 Where the Non-Specialised Fund is also entitled at all times to immediately recall thesecurities lent without penalty, up to 100% of the Deposited Property of the Non-SpecialisedFund may be lent.

4. Derivatives

4.1 The Non-Specialised Fund may only invest in financial derivatives for the purpose of:

(a) hedging existing positions in a portfolio; or

(b) efficient portfolio management, provided that derivatives are not used to gear the overallportfolio.

4.2 The restriction in paragraph 4.1 does not apply where the Non-Specialised Fund receivesa free distribution of warrants arising from corporate actions of entities in which it is alreadyinvested.

5. Prohibited Investments and Activities

5.1 The Non-Specialised Fund should not invest in:

(a) metals including Gold, commodities and their derivatives; or

(b) infrastructure projects and real estate.

5.2 The Non-Specialised Fund should not engage in:

(a) direct lending of monies or the granting of guarantees;

(b) underwriting; or

(c) short selling except where this arises from derivative transactions which are usedfor hedging or efficient portfolio management.

6. Borrowings

The Non-Specialised Fund may borrow only for the purposes of meeting redemptions andshort-term (not more than four weeks) bridging requirements. Aggregate borrowings forsuch purposes should not exceed 10% of the Deposited Property of the Non-SpecialisedFund at the time the borrowing is incurred.

7. Breach of Limits

The unlisted securities, single party, securities lending and borrowing limits in paragraphs1, 2, 3 and 6 are applicable at the time the transactions are entered into. Where any ofthese limits is breached as a result of:

(a) the appreciation or depreciation of the Deposited Property of the Non-SpecialisedFund;

(b) any redemption of units or payments made from the Non-Specialised Fund;

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(c) any changes in the total issued nominal amount of securities of a company arisingfor example from rights, bonuses or benefits which are capital in nature; or

(d) the reduction in the weight of a security in the benchmark being tracked by a Non-Specialised Fund,

the Managers should not enter into any transaction that would increase the extent to whichthe relevant limit is breached. In addition, the Managers should within a reasonable periodof time but no later than three months from the date of the breach, take action as isnecessary to rectify the breach. This period may be extended if the Managers satisfy theTrustee that it is in the best interest of the Holders. Such extension should be subject tomonthly review by the Trustee.

8. Exceptions to Single Party Rule for Investments in Structured Products

8.1 Issuer and Counter-party Requirements

(a) The unlisted securities limit may be increased to one-third of the Deposited Propertyof the Non-Specialised Fund only for investing in unlisted derivatives that form partof a structured product and only if the counterparty and, where applicable, the ThirdParty in the transaction meet the minimum ratings set out in paragraph 8.1(b) below.

(b) For the single party limit to be increased to one-third of the Deposited Property ofthe Non-Specialised Fund:

(i) in the case where the issuer of the security is a corporation, government,government agency or supranational, it should have a minimum long-term issuerrating of A by Fitch Inc, A by Moody’s or A by Standard and Poor’s (includingsuch sub-categories or gradations therein).

(ii) in the case where a deposit is placed with a financial institution (“FI”), the FIshould have a minimum individual rating of B by Fitch Inc or a financial strengthrating of B by Moody’s (including such sub-categories or gradations therein).

(c) For the single party limit to be entirely waived, the issuer should be, or the issueshould have the benefit of a guarantee from, either a government, governmentagency, or supranational that has a minimum long-term issuer rating of AA by FitchInc, Aa by Moody’s or AA by Standard and Poor’s (including such sub-categoriesor gradations therein).

(d) An entity that stands ready to unwind more than 10% of the Deposited Property ofthe Non-Specialised Fund should have the ratings specified in paragraph 8.1(b).

(e) Where the entity that stands ready to unwind the product is also the issuer of abond, equity or derivative component that forms part of the structured product, theprospectus of the Non-Specialised Fund should state this fact.

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8.2 Revision in Ratings of Issuer or Counter-party

(a) Where the rating of the issuer referred to in paragraph 8.1(b)(i) or of the Third Party:

(a) falls to BBB by Fitch Inc, Baa by Moody’s or BBB by Standard and Poor’s(including such sub-categories or gradations therein), no action needs to betaken; or

(b) falls below those specified in (i) above or if the issuer or Third Party ceases tobe rated, the Managers should within three months from the occurrence ofsuch event take action to comply with the 10% single party limit. The three-month period may be extended if the Managers satisfy the Trustee that it is inthe best interest of the Holders. Such extension should be subject to monthlyreview by the Trustee.

(b) Where the rating of the FI referred to in paragraph 8.1(b)(ii) or of the Third Party:

(i) falls to an individual rating of C by Fitch Inc or a financial strength rating of Cby Moody’s (including such sub-categories or gradations therein), no actionneed be taken; or

(ii) falls below those specified in (i) above or if the issuer or Third Party ceases tobe rated, the Managers should within three months from the occurrence ofsuch event take action to comply with the 10% single party limit. The three-month period may be extended if the Managers satisfy the Trustee that it is inthe best interest of the Holders. Such extension should be subject to monthlyreview by the Trustee.

(c) Where the rating of the issuer referred to in paragraph 8.1(c):

(i) falls to A by Fitch Inc, A by Moody’s or A by Standard and Poor’s (includingsuch sub-categories or gradations therein), no action need be taken; or

(ii) falls below those specified in (i) above or if the issuer ceases to be rated, theManagers should within three months from the occurrence of such event takeaction to comply with the 10% single party limit. The period may be extendedif the Managers satisfy the Trustee that it is in the best interest of the Holders.Such extension should be subject to monthly review by the Trustee.

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BOARD OF DIRECTORSSCHRODER INVESTMENT MANAGEMENT (SINGAPORE) LTD

John Dominic Burns, Director Murray Alan Coble, Director

Gregory John Andrew Cooper, Director Thai Chee Ken, Director

Tham Ee Mern Lilian, Director Susan Soh Shin Yann, Director