information memorandum

CDS Capital & Investment

20 22
Portfolio Fund
 RESPONSIBILITY STATEMENT

This Information Memorandum has been seen and approved by the director(s) of CDS CAPITAL &
INVESTMENT INC. (LL14242) and they collectively and individually accept full responsibility for the
accuracy of all information contained herein and confirm, having made all inquiries which are reasonable in
the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which
would make any statement herein misleading.

Statements of Disclaimer

Labuan Financial Services Authority ("Labuan FSA") takes no responsibility for the contents of
this memorandum, makes no representation as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss however arising from or in reliance upon any
part of the contents of this memorandum. An investor is advised to clearly understand the
risk(s) of the investment, seek professional consultancy, in necessary and request for
sufficient information to enable them to make reasonable evaluation of the investment.

Labuan FSA will not be liable for any non-disclosure on the part of CDS Capital & Investment
Inc. and takes no responsibility for the contents of the Information Memorandum, makes no
representation as to its accuracy or completeness, and expressly disclaims any liability
whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of
the content of this Information Memorandum. INVESTORS SHOULD RELY ON THEIR OWN
EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE
INVESTMENT, INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT
PROFESSIONAL ADVISERS IMMEDIATELY.

This Information Memorandum is not intended to and will not be issued and distributed in any country or
jurisdiction other than intended to by the Company (“Foreign Jurisdiction”). Consequently, no
representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction.
Accordingly, no issue or sale of units of the Fund to which this Information Memorandum relates to, is made
in any Foreign Jurisdiction under any circumstances, where such action is unauthorized.

Investors should note that they may seek recourse under relevant regulations for breaches of laws and
regulations including any statement in the Information Memorandum that is false, misleading or from
which there is a material omission; or for any misleading or deceptive act in relation to the Information
Memorandum or the conduct of any other person in relation to the Fund.

1
Contents
1.0 Responsibility Statement 1

2.0 Important Preliminary Information 6-9

2.1 Incorporation and Registration in the Federal Territory of Labuan 7
2.2 Reliance on Confidential Information Memorandum 7
2.3 Confidentiality 8
2.4 Restriction on Distribution 8
2.5 Risk Factor 9

3.0 Definitions and Interpretations 10-15

3.1 Definitions 11
3.2 Interpretations 15

4.0 Investment Objectives, Strategy And Process 16-19

4.1 Investment Objective 17
4.2 Investment Policy 17
4.3 Investor Guidelines 18
4.4 Evaluation And Selection Process 19
4.5 Monitoring Process 19
4.6 Dividend/Distribution Policy 19
4.7 Short Term Investments 19
4.8 Currency Hedging 19
4.9 Leverage 19

5.0 Corporate Information, Management And Service Providers 20-27

5.1 Directors 22
5.2 Fund Manager 23
5.3 Administrator 25
5.4 Custodian 26
5.5 Auditors 27
5.6 Legal Counsel 27

6.0 Share Capital 28-32

6.1 The Fund’s Share Capital 29
6.2 Participating Shares 29
6.3 Ordinary Shares 30

7.0 Subscription Of Shares 32-39

7.1 Number of Participating Shares Available 33
7.2 Initial Subscriptions and Initial Price 33
7.3 Subsequent Subscriptions and Subscription Price 33
7.4 Subscription Procedure 33
7.5 Minimum Investment 35
7.6 Transfer of Subscription Monies by Administrator 35
7.7 Eligible Investor 36
7.8 Ineligible Applicants 36
7.9 Form of Shares 37
7.10 Suspension 37
7.11 Anti-Money Laundering 37
Contents
8.0 Redemption Of Shares 40-44
8.1 General 42
8.2 Procedure 42
8.3 Redemption Price 43
8.4 Settlement 43
8.5 Deferred Redemptions 43
8.6 Suspension 43
8.7 Compulsory Redemptions 44

9.0 Restrictions On Transfer 47-48

9.1 General 47
9.2 Procedure 47

10.0 Calculation Of Net Asset Value 50

11.0 Fees And Expenses 54-56

11.1 Upfront Fee 55
11.2 Management Fee 55
11.3 Outperformance Fee 55
11.4 Administration Fee 55
11.5 Custody Fee 55
11.6 Agent Fee 55
11.7 Fees of Directors 55
11.8 Ongoing Expenses 55
11.9 Redemption Fee 56

12.0 Taxation 58-59

12.1 Tax Legislation 59
12.2 Tax Rates 59
12.3 Stamp Duty Exemption 59
12.4 Shareholder Taxation 59

13.0 General And Statutory Information 62-64

13.1 Reports and Financial Statements 63
13.2 Material Agreements 63
13.3 Registered Office 63
13.4 Indemnification 63
13.5 Mutual Fund Registration 64
13.6 Miscellaneous 64
Contents
14.0 Potential Conflicts Of Interest 66-68
14.1 Directors 67
14.2 Fund Manager And Administrator 67
14.3 Non-Exclusivity 67
14.4 Non-Public Information 67
14.5 Soft Dollar Commissions and Other Trading Fees 68

15.0 Risk Factors 70-84

15.1 General Risks of Investing 71
15.2 Liquidity Risks 72
15.3 Risk of Leverage 73
15.4 Currency Risk 73
15.5 Fund Structure and Eligibility 74
15.6 Fees and Indemnities 75
15.7 Trading and Investment Technique Risks 76
15.8 Counterparty Risks 83
15.9 Valuation Risks 83

Appendices 86-103
Subscription Form 87
Application Form 88
Additional Investment Form 96
Notice Of Withdrawal 97
Deed Of Security [Sample] 99
 2.0

IMPORTANT
PRELIMINARY INFORMATION
 IMPORTANT PRELIMINARY INFORMATION
2.1 Incorporation and Registration in the
Federal Territory of Labuan
The Fund is an open-ended investment fund incorporated
as a Federal Territory of Labuan company private limited
by shares of the Labuan Companies Act 1990 on 23rd
November 2017 with the registration number LL14242.
The Fund's registered office is located at Federal
Territory of Labuan, Malaysia.
The Fund constitutes a mutual fund as defined in Section
2 of the Labuan Financial Services and Securities Act
2010 (the “Law”) and is registered with the Labuan
Financial Services Authority (“LFSA”) under Section 28,
Section 29 and Section 30 of the Law. The Fund is
therefore regulated under such Law. The Fund will
comply with such Law on the basis that the minimum
initial investment per investor is Ringgit Malaysia Two
Hundred and Fifty Thousand (RM250, 000.00) only or
its equivalent in any foreign currency to the maximum
numbers of investors of not more than 50 investors.
Notwithstanding this, this Confidential Information
Memorandum (“Information Memorandum”) has not
been approved by any regulatory authority or body in
any country or jurisdiction (including, without limitation,
the Labuan Financial Services Authority). See further
under the section headed “Mutual Fund”.
The Fund's constitution is defined in it Memorandum
and Articles of Association and its objects, as set out in
the Fund's Memorandum of Association, are
unrestricted and accordingly include the carrying on of
the business of an open-ended investment fund.
There is no investment compensation scheme available
to investors in the Federal Territory of Labuan. The Fund
is generally subject to the laws of the Federal Territory
of Labuan.
2.2 Reliance on Confidential Information
Memorandum
The Director(s) of the Fund, whose names appear in the
Directory, accept responsibility for the information
contained in this Information Memorandum. To the best
of the knowledge and belief of the Director(s) (who have
taken all reasonable care to ensure that such is the
case) the information contained in this Information
7
Memorandum is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
The Participating Shares are made available solely on the
basis of the information and representations contained in
this Information Memorandum and any further
information given or representations made by any person
may not be relied upon as having been authorized by the
Fund or the Director(s). Neither the Fund nor the
Director(s) accept responsibility for any further
information so given or any representations so made.
Neither the delivery of this Information Memorandum nor
the allotment or issue of Participating Shares shall under
any circumstances create any implication that there has
been no change in the affairs of the Fund since the date
hereof.
Certain information contained in this Information
Memorandum constitutes “forward looking statements”,
which can be identified by the used of forward-looking
terminology such as “may”, “will”, “should”, “expect”,
“anticipate”, “project”, “estimate”, “intend”, or
“believe” or the negatives thereof or other variations
thereon or comparable terminology. Due to various risks
and uncertainties, including those described under the
sections headed “Risk Factors” and “Potential Conflicts
of Interest”, actual events or results or the actual
performance of the Fund may differ materially from
those reflected or contemplated in such forward-looking
statements.
This Information Memorandum may be translated into
other languages. Where this Information Memorandum is
translated into another language, the translation shall be
as close as possible to a direct translation from the
English text and changes therefrom shall be only as
necessary to comply with the requirements of the
regulatory authorities of other jurisdictions. In the event
of any inconsistency or ambiguity in relation to the
meaning of any word or phrase in any translation, the
English text shall prevail and all disputes as to the terms
thereof shall be governed by, and construed in
accordance with, the laws of the Federal Territory of
Labuan.
This Information Memorandum should be read in
conjunction with the Articles of Association of the
Fund (the “Articles”). In the event of a conflict
between the terms of this Information Memorandum
and the Articles the terms of the Articles shall prevail
at all times.
This Information Memorandum is based on the law and
practice in force in the Federal Territory of Labuan at
the relevant time and is subject to changes therein. In
the event of any dispute between the Fund and an
investor, such dispute shall be determined by the
courts of the Federal Territory of Labuan.
2.3 Confidentiality
This Information Memorandum is confidential. Any
reproduction or distribution of this Information
Memorandum, in whole or in part, or the disclosure of
its contents, without the consent of the Fund, is
prohibited except as required by law or by any
regulatory or governmental authority. By accepting
delivery of this Information Memorandum, each
prospective applicant for Participating Shares agrees
to keep confidential all information contained herein
that is not already in the public domain and to use this
Information Memorandum for the sole purpose of
evaluating a possible investment in the Fund.
Notwithstanding the foregoing, prospective applicants
for Participating Shares are permitted to consult their
accountant, legal adviser or other independent
professional adviser on the contents of this
Information Memorandum as part of the evaluation
process on the condition that any such accountant,
legal adviser or other independent professional adviser
likewise agrees to keep confidential all information
contained herein that is not already in the public
domain.
2.4 Restrictions on Distribution
The distribution of this Information Memorandum and
the offering of Participating Shares in certain
jurisdictions may be restricted and accordingly
persons into whose possession this Information
Memorandum may come are required by the Fund to
inform themselves of and to observe any such
restrictions.
8
This Information Memorandum is a solicitation to
prospective applicants who meet the eligibility criteria
to purchase Participating Shares and does not
constitute an offer for sale of Participating Shares of
the Fund. However, it does not constitute an offer or
solicitation to any person in any jurisdiction in which
such solicitation is not authorized or to any person to
whom it would be unlawful to make such solicitation
and as such no invitation may be made to the public in
the Federal Territory of Labuan to subscribe for
Participating shares. However, there is no prohibition
or restriction on Federal Territory of Labuan registered
companies or Federal Territory of Labuan registered
foreign companies, Federal Territory of Labuan Limited
Partnerships or Federal Territory of Labuan Limited
Liability Partnerships or Federal Territory of Labuan
Trust companies subscribing for Participating Shares.
The Participating Shares have not been registered
under the Securities Act of Malaysia, nor is such
registration contemplated. The participating Shares
may not be offered, sold or delivered directly or
indirectly in Malaysia or to or for the account or
benefit of any residents of Malaysia. Any re-offer or
resale of any of its Participating Shares in Malaysia or
to Malaysian residents may constitute a violation of
the Malaysian law.
The Fund will not be registered under the Securities
Commission Act of Malaysia. Neither the Directors nor
the Fund Manager is presently registered as an
investment adviser under the law of the Securities
Commission act of Malaysia or as a Commodity Pool
Operator with the Commodity Futures Trading
Commission (“CFTC”) pursuant to the exemption under
CFTC Rule, for privately offered commodity pools
whose participants are limited to certain highly
sophisticated investors. Therefore, unlike a registered
commodity pool operator, none of the Directors or the
Fund Manager are required to deliver a disclosure
document and a certified annual report to participants
in the pool. The foregoing information is for general
guidance only, and it is the responsibility of any person
or persons in possession of this Information
Memorandum and wishing to make application for
participating shares to inform themselves of, and to
observe, all applicable laws and regulations of any
relevant jurisdiction. Prospective applicants for
Participating Shares should inform themselves as to
legal requirements also applying and any applicable
exchange control regulations and applicable taxes in
the countries of their respective citizenship, residence
or domicile.
2.5 Risk Factor
Requirements which may be deemed necessary for the
protection of retail or unsophisticated investors do not
apply to the Fund, which is therefore not suitable for
retail or unsophisticated investors. By subscribing for
Participating Shares, prospective applicants are
expressly agreeing that they accept the reduced
requirements.

This Information Memorandum does not constitute a

recommendation by the Fund, the Directors, the Fund IF THE PROSPECTIVE APPLICANT FOR
Manager or any other person, or advice to any PARTICIPATING SHARES IS IN ANY DOUBT
recipient of this Information Memorandum, on the ABOUT THE CONTENTS OF THIS DOCUMENT THEY
merits of acquiring Participating Shares. This SHOULD CONSULT WITH THEIR ACCOUNTANT,
Information Memorandum does not necessarily LEGAL ADVISER OR OTHER PROFESSIONAL
identify, or purport to identify, all the risk factors ADVISER BEFORE INVESTING.
associated with the Fund. Prospective applicants for
Participating Sharers must make their own
independent assessment, after making such
investigations as they consider necessary, of the
merits of acquiring Participating Shares. Prospective
applicants for Participating Shares should consult and
rely upon their own investment, accounting, legal and
tax representatives and advisers as to such matters
concerning the Fund and to evaluate independently the
financial risks, consequences and suitability of an
investment in the Fund, or if in any doubt about the
contents of this Information Memorandum.

Investment in the Fund carries substantial risk and

may involve special risks that could lead to a loss of all
or a substantial portion of such investment. Unless
prospective applicants for Participating Shares fully
understand and accept the nature of the Fund and the
potential risks inherent in the Fund they should not
invest in the Fund. Each prospective applicants for
Participating Shares is wholly responsible for ensuring
that all aspects of the Fund are acceptable to them.

Prospective applicants for Participating Shares should

inform themselves as to the legal requirements within
the countries of their nationality, residence, ordinary
residence or domicile for such acquisition, any foreign
exchange restrictions or exchange control
requirements which they might encounter on
acquisition or disposal of Participating Shares and the
income tax and other taxation consequences which
might be relevant to the acquisition, holding or
disposal of Participating Shares.

9
 3.0

DEFINITIONS &
INTERPRETATIONS
 DEFINITIONS

Capitalized terms used in this Information Memorandum shall have the following meanings:

“Administrator” CDS Investment Ventures Ltd.

“Articles” The Articles of Association of the Fund

“Auditors” Kuzaimi & Co

“Base Currency” United States Dollars (“USD”)

“Business Day” Any day on which local banks are open for business in the Federal
Territory of Labuan and/or such other day or days or place or places as
the Directors may from time to time determine.

“LFSA” The Labuan Financial Services Authority

“Custodian” Means the Custodian or the Trustee; ZRC International Trust Inc.

“Director/Directors” The members of the board of directors of the Fund for the time being
and any duly constituted committee thereof and any successors to
such members as may be appointed from time to time.

“Eligible Investor” An eligible investor as defined in the section headed “Subscription of

Shares”.

“Fund” CDS Capital & Investment Portfolio Fund

“Fund Manager” CDS Investment Ventures Ltd.

11
“Gross Negligence” In relation to a person, means a standard of conduct beyond
negligence whereby a person acts with reckless disregard for
the consequences of his action or inaction.

“Ineligible Applicant” An ineligible applicant as defined in the section headed “Subscription

of Shares”.

“Information Memorandum” This Confidential Information Memorandum (as supplemented,

amended or replaced from time to time)

“Initial Offer Period” The period determined by the Directors during which Participating
Shares will be available for subscription at a fixed price which will
commence at 9.00 pm (Malaysian time) on the first (1st) day of the
first subscription of the Fund and will close at 12.00 noon (Malaysian
time) on the seventh (7th) day of the subscription of the Fund or such
other dates and times as the Directors may determine

“Initial Price” The fixed price at which Participating Shares are available for
subscription during the Initial Offer Period described in the section
headed “Subscription of Shares” at the par value of USD 56,800 per
share

“Issuers” Issuers issuing Portfolio Investments.

“Law” The Labuan Financial Services and Securities Act, 2010

“Management Fee” The investment management fee payable by the Fund to the Fund
Manager with respect to the Participating Shares

“Management Shares” Non-redeemable, full voting, non-participating shares of par value USD
1.00 each in the Fund having the rights as set out in this Information
Memorandum and in the Articles.

12
“Minimum Holding” USD 56,800.00 or each lesser amount as the Directors may in
their discretion, either generally, or in any particular case,
determine.

“Net Asset Value” The net asset value of the Fund determined in accordance with this
Information Memorandum and the Articles at the prevailing market
price of the Fund.

“Net Asset Value per Share” The Net Asset Value per Participating Share being the Net Asset Value
divided by the number of Participating Shares in issue or deemed to in
issue.

“Participating Shares” Redeemable, limited voting, participating shares of par value USD
56,800 each in the Fund having the rights as set out in this
Information Memorandum and in the Articles.

“Portfolio Investments” Investments and transactions that the Fund may invest or engage in as
described in the section headed “Investment Strategy”.

“Redemption Day” The Business Days (falling after the close of the Initial Offer Period) on
which investors may redeem Participating Shares, namely, Wednesday
of each week and/or such other Business Day or Business Days as the
Directors may from time to time determine.

“Redemption Price” The price per Participating Share at which Participating Shares are
redeemed calculated in the manner described in the section
“Redemption of Shares”.

“Register of Shareholders” The Fund's register of shareholders in relation to Participating Shares.

13
“Shareholder” A person recorded as a holder of Participating Shares in the
Register of Shareholders.

“Subscription Day” The Business Days (falling after the close of the Initial Offer Period) on
which investors may subscribe for Participating Shares, namely,
Wednesday of each week and/or such other Business Day or Business
Days as the Directors may from time to time determine.

“Subscription Price” The value of a share based on the Net Asset Value per unit of the
participating share of the Fund

“Trust Deed” The Trust Deed dated between the Fund and the Fund
Manager/Administrator and also the Custodian / Trustee (as
supplemented, amended or replaced from time to time).

“US Dollar”, “USD” and The currency of the United States of America
“US$”

“Ringgit Malaysia” and The currency of Malaysia.

“RM”

“Valuation Day” The Business Days on which the Net Asset Value and the Net Asset
Value per Share are determined, namely, Wednesday of each week
and/or such other Business Day or Business Days as the Directors may
from time to time determine.

“Week” The period running from Monday to Friday (both days inclusive).

14
 INTERPRETATION

3.2 Interpretation

In this Information Memorandum unless the context otherwise requires:

(a) Words importing the singular include the plural and vice versa;

(b) Words which are gender neutral or gender specific include each gender;

(c) Other parts speech and grammatical forms of a word or phrase defined in the Information
Memorandum have a corresponding meanings;

(d) An expression importing a natural person includes a company, partnership, joint ventures,
association, corporation or other body corporate and a government agency;

(e) A reference to “includes” means to include without limitation;

(f) A reference to a clause, schedule or attachment is a reference to a clause of the Information

Memorandum, and a schedule or attachment to, the Information Memorandum, and a
reference to the Information Memorandum includes a schedule and attachment to the
Information Memorandum;

(g) A reference to a law is a reference to that law as amended, consolidated or replaced;

(h) A reference to a document includes all amendments or supplements to that document, or

replacements or novation’s of it;

(i) A reference to an entity in the Information Memorandum includes that entity's successors and
permitted assigns; and

(j) All references to the currencies shall include any successor currency.

15
 4.0

INVESTMENT OBJECTIVES,
STRATEGY & PROCESS
 INVESTMENT OBJECTIVES, STRATEGY AND PROCESS
4.1 Investment Objectives
The investments objectives of the fund are
twofold: (i) to pursue a primarily cash flow-driven,
income-oriented investment strategy which
permits distribution of yearly dividends to the
Shareholders and (ii) to seek capital gain on
behalf of the Shareholders.
The investment objectives for the total fund are to
satisfy all spending requirement through
investment income and secondarily to earn a real
return over an extended time period. For
evaluation purposes, the achievement of the
Funds’ performance objectives will be measured
over a two (2) years’ time period.
The following performance goals are set forth -
Under currently accepted rules, it is
“inappropriate” for us to put a target return to
clients. However, theoretically, the following asset
classes are deemed to be a normal investment
instruments and strategy adapted by the Fund
Manager –
a) Securities, monies, financial instruments,
placements, rights and all other forms of
investments (whether or not listed on any
Stock Exchange)
b) Closed-end, property trusts and unit trust
funds
c) Sukuk and/or Bond Market
d) Money Market Instruments and placements
e) Derivative financial instruments including
stock, indices and commodity futures,
options, warrants, CFDs and TSRs
f) Spot trading of currencies and commodities
g) Cash or cash equivalents
h) Direct Investments in any companies or
projects deemed to be viable and profitable.
i) Money Market Securities, Capital Market
Securities & Derivative Securities.
j) Digital Assets & Digital Currencies
17
These investment instruments and strategy should
provide an idea of what sorts of return are
available by having an exposure in the various
asset classes mentioned. Using the various asset
classes available we can tailor the portfolio to
your risk return and liquidity requirement
4.2 Investment Policy
The overall investment policy shall be to manage
fund assets in a prudent, productive manner in
accordance with provisions of pertinent statutes
governing the investment of these Funds in
Labuan. The Fund Manager shall seek to increase
the aggregate value of the assets under
management while conscious of the need to
preserve the asset value. Excessive volatility in
fund asset values shall always be minimized.
Reasonable consistency of return is expected on a
year-to-year basis although the Fund Manager
recognizes the inherent volatility of securities
markets on a short-term basis.
Since consistency of return and protection against
loss of capital are of prime importance, the Fund
is to be managed to limit downside risk. An
important implication of this policy pertains to the
use of derivative securities. Since a derivative
security offers a wide array of payoffs, these is the
potential for extremely undesirable investment
outcomes that conflict with the overall investment
policy. To mitigate the chance of a policy violation,
the use of derivative securities is limited to the
specific investment vehicles and strategies
authorized by these guidelines. In an effort to
address the issue of risk, certain concerns have
been identified, including but not limited to,
potential loss of capital, volatility of returns,
default or bankruptcy, liquidity, diversification and
leverage.
To a varying degree, each of these concerns is
addressed implicitly or explicitly in different
sections of these Information Memorandum but,
for clarity, they are summarized as follows –
(a) Capital Loss Preservation of the value of
capital (in real terms) is of major
concern, regardless of whether price
action is due to the market, a sector, or a
particular issue and whether based on
technical or fundamental considerations.
(b) Volatility Portfolio exposure to such
volatility is expected to be limited as a
reflection of the need to preserve capital
and achieve consistent returns.
(c) Default Only securities of financially
sound companies are expected to be
used in a portfolio.
(d) Liquidity Portfolio positions should be
issues that is publicly traded in sufficient
volume to facilitate, under most market
conditions, prompt sale without severe
market price effect.
(e) Diversification of the portfolio is to be
well-diversified such that no single
catastrophic outcome in a single security
will compromise the capital preservation
objective. Concentration in any one issue,
issuer industry or geographic area is to
be avoided.
(f) Leverage Under no circumstances shall
the portfolio employ leverage
18
4.3 Investor Guidelines
Fund gathering process –
a) Preliminary meeting with investor to
obtain information on investor activities
and funder requirements.
b) Investor to fill up Investor’s Information
Form and Subscription Form to initiate
intention to invest in the Fund.
c) The investor will transfer the fund within
three (3) days of the date of the
Subscription Form.
d) Fund Manager will submit proposal for
investor review and approval.
e) Legal Counsel will prepare the
Subscription Agreement within fourteen
(14) days from the date of the Subscription
Form for execution by both parties the
Fund and investor.
f) The Fund will disbursed 0.5 % Agent Fee
within thirty (30) days of fund injection (if
any).
g) The Fund will disbursed the fund to the
approved investment portfolio. Upon
Maturity, the Fund will disbursed the
principal together with profit sharing as
agreed.
4.4 Evaluation and Selection Process
The Fund Manager is granted full discretion over
the matters relating to the manner, the method
and timing of investments and transactions. The
evaluation and selection of Portfolio Investments
will be made by using several criteria, including,
but not limited to: (i) an assessment of the
potential return expected from a contemplated
investment; (ii) past performance; (iii) the strategy
used; (iv) the particular geographic markets or
economic sectors in which the investments will be
made; (v) as estimate of degree or risk and
volatility likely to be experiences with the
investment over time; (vi) the liquidity of the
investment, including the marketability of the
Portfolio Investments; (vii) an assessment of how
each investment strategy and geographic focus
will be affected by probable economic scenarios;
(viii) an estimate of the degree of correlation of
the performance of the particular Portfolio
Investments with other Portfolio Investments of
the Fund; and (ix) an evaluation of the cost of
purchasing the particular Portfolio Investments
including fees and transaction costs. The Portfolio
Investments may or may not be listed and/or
regulated. There are no upper or lower limits on
the number of Portfolio Investments in the
portfolio. There are no geographical restrictions on
the location of the Portfolio Investments.
4.5 Monitoring Process
The Fund Manager will decide periodically on the
investments of the Fund, review the investment
process and monitor the performance of the Fund.
4.6 Dividend/Distribution Policy
The Fund aims to distribute regular quarterly
dividends. However, all declarations and
distributions of dividends will be at the sole
discretion of the Directors.
19
4.7 Short Term Investments
To the extent the Fund’s asset are not invested in
Portfolio Investments, and during periods in which
the Fund Manager believes that economic,
financial or political conditions make it advisable,
or opportunities for capital appreciation are
limited or for defensive purposes, the Fund may
invest in short-term debt securities or hold cash.
In addition, the Fund may place all or part of its
assets in temporary investments for cash
management purposes pending investments of
initial or subsequent subscription monies in
accordance with the Fund’s investment objectives,
or in order to meet its operational expenses.
4.8 Currency Hedging
The Fund Manager may or may not choose to hedge
the currency risks of the Fund. In addition, the
Fund Manager may seek from time to time to
hedge all or portion of the market risks of the
investments through the defensive use of
derivative transactions, including, but not limited
to, futures, options, swaps or any combination
thereof. The underlying portfolio may be pledged
as collateral to secure these derivative
transactions and foreign exchange contracts.
4.9 Leverage
The Fund may use leverage to meet redemptions,
to bridge-finance new investments, for FX margin
purposed, or to enhance investments and there is
no restriction on the amount of leverage the Fund
may employ. The Fund may establish a credit
facility or a derivative structure to provide
leverage.
THE FUND'S INVESTMENT PROGRAMME IS SPECULATIVE AND
ENTAILS SUBSTANTIAL RISKS. MARKET RISKS ARE INHERENT IN ALL
INVESTMENTS TO VARYING DEGREES. THE PRACTICES OF LEVERAGE,
ENGAGING IN DERIVATIVE TRADING, SHORT SELLING AND
STRUCTURED TRANSACTIONS, CAN, IN CERTAIN CIRCUMSTANCES,
INCREASE THE ADVERSE IMPACT TO WHICH THE FUND'S INVESTMENT
PORTFOLIO MAY BE SUBJECT. NO ASSURANCE CAN BE GIVEN THAT
THE FUND'S INVESTMENT OBJECTIVES WILL BE REALIZED. AN
INVESTOR MAY LOSE SOME OR ALL OF THEIR INVESTMENT (SEE
FURTHER UNDER THE SECTION HEADED 'RISK FACTORS”)
 5.0

"In investing, what is

comfortable
is rarely profitable."
- Robert Arnott

CORPORATE INFORMATION
MANAGEMENT & SERVICE PROVIDERS
CORPORATE INFORMATION

Name Of Company CDS CAPITAL & INVESTMENT INC (LL14242)

Lot No. 20A, Level 1

Lazenda Commercial Centre Phase 3
Registered Address
Jalan OKK Abdullah
87000 Federal Territory Of Labuan MALAYSIA

Board Of Director Mr. Zainudin Bin Zainon

Resident Secretary ZRC Secretarial Services Ltd (LL09824)

Fund Manager CDS Investment Ventures Ltd (IBC 207397)

Administrator CDS Investment Ventures Ltd (IBC 207397)

ZRC International Trust Inc (LL07782)

Lot No. 20A, Level 1
Custodian Lazenda Commercial Centre Phase 3
Jalan OKK Abdullah
87000 Federal Territory Of Labuan MALAYSIA

Kuzaimi & Co, 40B-1 Jalan 6/21D, Medan Idaman

Auditor Jalan Gombak, 53000 Kuala Lumpur MALAYSIA

Kuzaimi & Co, 40B-1 Jalan 6/21D, Medan Idaman

Compliance Officer Jalan Gombak, 53000 Kuala Lumpur MALAYSIA

M/s RAZAKMOEIS Partnership,2H, Jalan Jubli

Legal Counsel : Perak 22/1, Seksyen 22,40300 SHAH ALAM
MALAYSIA Selangor, MALAYSIA

Legal Counsel : M/s RAZAKMOEIS Partnership,2H, Jalan Jubli

Perak 22/1, Seksyen 22,40300 SHAH ALAM
LABUAN FT
Selangor, MALAYSIA

21
 MANAGEMENT AND SERVICE PROVIDERS
5.1 Director and/or Director(s)
The Directors are responsible for the overall
management and control of the Fund in
accordance with the Articles. All the Directors act
in a non-executive capacity.
The Directors will review the operations of the
Fund at regular meetings and it is the current
intention of the Directors to meet at least
quarterly. For this purpose, the Directors will
receive periodic reports from the Fund Manager
detailing the performance of the Fund and
providing an analysis of its investment portfolio.
The Fund Manager will provide such other
information as may from time to time be
reasonably required by the Directors for the
purpose of such meetings. For the purposes of
this Information Memorandum, the address of
each of the Directors is registered office of the
Fund.
The Directors of the Fund are Mr. Zainudin Bin
Zainon is a Director and Financial Adviser for
various company locally and internationally. He
possesses knowledge and experiences in the field
of financial business and various field with 20
years’ experience in the industry. He also been
appointed as a director for various company
throughout his career. He has a solid foundation
and understanding in conventional finances, but
not limited to commodities contract/trading,
financial instruments or trade finance, property
development, property purchasing and refinancing.
He is also equipped with knowledge banking
securities and transactions.
The Articles of the Fund provide that the
remuneration of the Directors shall be determined
by the holders of the Management Shares. The
Directors are currently entitled to an annual fee of
USD10, 000.00 per Director which any one or
more Director may waive either fully or in part at
their absolute discretion.
22
The Directors may also be paid all travelling, hotel
and other expenses properly incurred by them in
attending and returning from meetings of the
Directors or any committee of the Directors or
general meetings of the Fund or in connection with
the business of the Fund.
There is no existing or proposed service agreements
between the Fund and any of the Directors.
There is no provision for the retirement of the
Directors on their attaining a certain age and the
Articles do not provide for retirement of Directors by
rotation.
The Fund has undertaken to indemnify every
Director, secretary, officer and servant of the Fund
against all costs, losses and expenses (including
travelling expenses) that any such indemnified
person may incur and become liable for by reason of
any contract entered into, or acts done by him in
anyway in discharge of his duties other than through
his willful misconduct, gross negligence, reckless
disregard of his duties or as otherwise required by
law. The amount of which such indemnity is provided
shall immediately attach as a lien on the property of
the Fund and have priority as between the
Shareholders over all other claims. No Director,
secretary, office or servant of the Fund shall be
liable for the acts, receipts, neglects or defaults of
any other Director, secretary, officer or servant of
the Fund, for joining in any receipt or other act of
conformity or for any loss or expense happening to
the Fund shall be invested or for any loss or damage
arising from the bankruptcy, insolvency or tortious
act of any person with whom any moneys, securities
or effects shall be deposited, or for any loss, damage
or misfortune whatever which shall happen in the
execution of the duties of his respective office or in
relation thereto unless the same happened through
his own willful misconduct, gross negligence,
reckless disregard of his duties or as otherwise
required by law.
5.2 Fund Manager
The Fund has appointed CDS Investment Ventures
Ltd. as manager of the Fund (“Fund Manager”)
pursuant to a Trust Deed between the Fund, the
Fund Manager and the Custodian. The Fund
Manager is an International Business Company
limited by share incorporated in the Republic Of
Seychelles under the International Business
Companies Act, 2016 (Act 15 of 2016). The
overall responsibility for the operation of the Fund
Manager rests with its directors. Details of the
directors of the Fund Manager are available on
request.
The Fund Manager will generally manage the Fund
and will have the power to decide periodically on
the investments of the Fund, review the
investment process and monitor the performance
of the Fund. The Fund Manager is granted full
discretion over the matters relating to the
manner, the method and timing of investments
and transactions and has power to delegate all or
part of these functions or to take advice in
relation to the fulfillment of its duties. Pursuant
to the Trust Deed, the Fund Manager will receive
from the Fund remuneration for services rendered
to the Fund. See further under the section headed
“Fees and Expenses”.
The Trust Deed is for an unlimited duration and
may be terminated by either party upon written
notice to the other party in the event of (i) a
material breach by the other party; (ii) the
bankruptcy or insolvency of the other party; (iii)
the inability of the other party for regulatory
reasons to perform its services; or (iv) the
commencement of winding up of the Fund.
However, the Fund Manager shall have the power
to retire in under any written law upon giving to
the Trustee twelve (12) months’ notice in writing
of its desire so to do, or such lesser time as the
Fund Manager and the Trustee may agree and
subject to the terms and conditions stipulated in
the Trust Deed
Under the terms of the Trust Deed, the Fund
Manager will not be liable for monetary or other
23
damages to the Fund or any Shareholder for the
Fund Manager's good faith reliance on the
provisions of the Trust Deed or the governing
documents of the Fund or for: (a) losses sustained
or liabilities incurred by any of them as a result of
errors in judgment on the part of the Fund
Manager, or any act or commission of the Fund
Manager, if such losses or liabilities were not the
result of the Fund Manager's willful malfeasance,
bad faith or gross negligence in the performance
of, or reckless disregard of, its duties under the
Trust Deed or the governing documents of the
Fund; (b) errors in judgment on the part of any
person, or any act or omission of any person,
selected by the Fund Manager to perform services
for or otherwise transact business with the Fund,
provided that, in selecting such person, the Fund
Manager acted without willful malfeasance, bad
faith or gross negligence; or (c) circumstances
beyond the Fund Manager's control, including
bankruptcy, insolvency or suspension of normal
business activities of any broker-dealer, bank or
other financial institution holding assets of the
Fund. The Fund shall, to the fullest extent
permitted by law, indemnify the Fund Manager
and each of its associates (i.e. its affiliates and
each shareholder, partner, member, director,
officer, employee or agent of the Fund Manager or
of any of its affiliates) (each a “Fund Manager
Associate”) from and against any and all losses,
damages, liabilities, costs, expenses (including
reasonable legal and expert witness fees and
related costs and expenses), judgment, fines,
amount paid in settlement and other amounts
(including costs and expenses associated with
investigation or preparation), actually and
reasonably paid or incurred by the Fund Manager
or by such Fund Manager Associate in connection
with any and all legal or similar proceedings that
arise from or relate, directly or indirectly, to any
act or omission (or alleged act or omission) of the
Fund Manager or of such Fund Manager Associate
in connection with the Trust Deed or the business
or affairs of the Fund and in which the Fund
Manager or such Fund Manager Associate may be
involved, or is threatened to be involved, as a
defendant, witness, deponent or otherwise (but
not as plaintiff, unless the Directors agree
otherwise in their sole and absolute discretion),
whether or not the same shall proceed to
judgment or to be settled or otherwise be brought
to a conclusion, except to the extent that it is
judicially determined that the Fund Manager or
such Fund Manager Associate is not entitled to be
exculpated in respect of such act or omission as
described in the Trust Deed.

Provided that the Fund Manager has used

reasonable care in the appointment, supervision
and control of any person, form or corporation to
supply services in connection with the Fund
Manager's duties under the Trust Deed, the Fund
Manager is entitled to rely on any reasonable
advice, information or services thereby provided
without liability to the Fund for any loss suffered
by the Fund as a result thereof.

24
5.3 Administrator
The Fund has also appointed CDS Investment
Ventures Ltd. as an administrator of the Fund
(“Fund Administrator”) pursuant to a Trust Deed
between the Fund, the Fund Administrator and the
Custodian. The Fund Administrator is an
International Business Company limited by share
incorporated in the Republic Of Seychelles under
the International Business Companies Act, 2016
(Act 15 of 2016). The overall responsibility for the
operation of the Fund Administrator rests with its
directors. Details of the directors of the Fund
Administrator are available on request.
The Administrator will be responsible for providing
administration services to the Fund, including the
calculation of the Net Asset Value and the Net
Asset Value per Share on behalf of the Directors,
serving as the Fund's agent for the issue and
redemption of Participating Shares, acting as
registrar of the Fund and verifying the identity of
investors and/or the source of their funds in
compliance with the anti-money laundering laws
and regulations of Labuan. The Administrator will
also responsible for calculating the Management
Fee. The Administrator may delegate all or part of
these functions.
The Administrator may make use of sub-
administrators (each a sub-administrator) in the
exercise of its functions. The Administrator will
exercise reasonable skill, care and diligence in the
selections of suitable sub-administrators and will
be responsible for the duration of the sub-Fund
Administration Agreement for satisfying itself as
to the ongoing suitability of any sub-administrator
to provide administrative services. The
Administrator will maintain an appropriate level of
supervision over any sub-administrators and will
make appropriate inquiries, periodically, to
confirm that the obligations of the sub-
administrators continue to be competently
discharged. The Administrator shall not however be
liable for losses arising from the selection or use
of any sub-administrators, any action or omission
of any non-affiliated sub-administrators or the
bankruptcy, insolvency or receivership of any non-
affiliated sub-administrators.
25
Pursuant to the Trust Deed, the Administrator will
receive from the Fund remuneration for services
rendered to the Fund. See further under the section
headed “Fees and Expenses”.
The services of the Administrator to the Fund may,
amongst other things, be terminated by either the
Fund or the Custodian at any time if the
Administrator is in material breach of its
obligations under the Trust Deed and fails to
remedy the breach within 30 days of being
requested to do so. The Administrator (in its
capacity as administrator, registrar and transfer
agent of the Fund) is a service provider to the Fund
and, as such, bears no responsibility for the
content of this Information Memorandum, the
investments of the Fund, the performance of the
Fund nor any matter other than as specified in the
Trust Deed.
The Trust Deed provides that in the absence of
fraud, gross negligence or willful default on the
part of it or any of its affiliates, members, officers,
directors, employees or agents, the Administrator
and such affiliates, members, officers, directors,
employees or agents (as the case may be) will not
be liable for any loss arising out of or in
connection with the performance of its obligations
and duties under the Trust Deed. The Fund shall
indemnify the Administrator and such affiliates,
members, officers, directors, employees or agents
(as the case may be) against any and all costs,
losses, claims, damages or liabilities, joint or
several, including, without limitation, reasonable
attorneys' fees and disbursements, that are
directly and indirectly related to or otherwise
incurred in connection with the Administrator or
such affiliates, members, officers, directors,
employees or agents' (as the case may be) fraud,
gross negligence or willful default in performing
its obligations and duties under the Fund
Administration Agreement.
The full terms of the Administrator's appointment
are set out in the Trust Deed.
5.4 Custodian
The Fund has also appointed ZRC International
Trust Inc. as custodian of all of the Fund's assets
(“Custodian”) pursuant to the Trust Deed
between the Fund, the Fund
Manager/Administrator and the Custodian
(“Custodian Agreement”). The Custodian is a
private company limited by share incorporated in
Labuan, Malaysia under the Labuan Companies
Act 1990 and Labuan Financial Services and
Securities Act 2010. The overall responsibility for
the operation of the Custodian rests with its
directors. Details of the directors of the
Custodian are available on request.
The Custodian shall keep the accounts of the
Fund and exercise only custodial functions on
behalf of the Fund. It does not act as sponsor of
the Fund or assume special controlling duties
other than those related to its custody functions.
The Custodian does not warrant the contents of
this Information Memorandum, nor is it involved
in the management, administration or Net Asset
Value calculation of the Fund.
The Custodian may make use of sub-custodians
and depositories (each a sub-custodian) in the
exercise of its functions. The Custodian will
exercise reasonable skill, care and diligence in
the selections of suitable sub-custodians and will
be responsible for the duration of the sub-
custody agreement for satisfying itself as to the
ongoing suitability of any sub-custodian to
provide custodial services. The Custodian will
maintain an appropriate level of supervision over
any sub-custodians and will make appropriate
inquiries, periodically, to confirm that the
obligations of the sub-custodians continue to be
competently discharged. The Custodian shall not
however be liable for losses arising from the
selection or use of any sub-custodians, any action
or omission of any non-affiliated sub-custodians
or the bankruptcy, insolvency or receivership of
any non-affiliated sub-custodians.
26
Pursuant to the Trust Deed, the Custodian will
receive from the Fund remuneration for services
rendered to the Fund. See further under the
section headed “Fees and Expenses”.
The services of the Custodian to the Fund may,
amongst other things, be terminated by the Fund
or the Fund Manager at any time in the event if
the Administrator is in material breach of its
obligations under the Trust Deed. However, The
Trustee may retire upon giving twelve (12)
months’ notice to the Manager of its desire so to
do, or such lesser time as the Manager and the
Trustee agree and may by deed appoint in its
stead or as an additional trustee a new Trustee
approved by such authority as may be prescribed
by or under any Written Law.
The Trust Deed provides that the Custodian shall
use its best efforts and judgment and due care in
performing its duties and obligations under the
Custodian Agreement provided that, in the
absence of negligence, neither the Custodian nor
any of its directors, officers or agents shall be
under any liability for any loss, expenses or
consequence on account of anything done or
suffered by them in good faith in the proper
performance of the Trust Deed or as the result of
instructions given or purported to be given by the
Fund or the Fund Manager. Under no
circumstances shall the Custodian be liable for
indirect or consequential loss. Notwithstanding
anything in the Trust Deed, the Custodian shall
not be liable to any person whatsoever (including
to the Fund or any Shareholders) in respect of any
investments which are outside the effective and
exclusive control of the Custodian. The Fund and
the Fund Manager undertake to ratify and
confirm whatever the Custodian or any agent duly
appointed by it may do or purport to do in
accordance with the instructions of the
Fund/Fund Manager and in the proper
performance or exercise of its powers declared in
the Trust Deed and covenants at all times well
and sufficiently to indemnify and keep
indemnified the Custodian and such agents from
all actions, proceedings, claims, demands, costs,
and expenses whatsoever made against or
incurred by them or any of them arising out of or
in connection with the said powers save where
such actions, proceedings, claims, demands, costs
and expenses result from or arise out of the
fraud, negligence or willful default of the
Custodian or its agents.
The full terms of the Custodian's appointment
are set out in the Trust Deed.
5.6 Legal Counsel
The Fund has appointed Razakmoeis Partnership.,
Advocates & Solicitors, Shah Alam, Selangor,
Malaysia as the Fund's lead legal counsel and as
the Fund's legal counsel in respect of matters of
Malaysian law.
The Fund has appointed Razakmoeis Partnership.,
Advocates & Solicitors, Labuan, Malaysia as the
Fund's legal counsel in respect of matters of
Labuan's financial services and securities law.

5.5 Auditors

The Fund has appointed Kuzaimi & Co., of 40B-1

Jalan 6/21D, Medan Idaman, Jalan Gombak,
53100, Kuala Lumpur as the Fund's auditors (the
“Auditors”). The audit will be conducted in
accordance with International Financial
Reporting Standards (IFRS).

The Fund has entered into an engagement letter

with the Auditors containing provisions limiting
the liability of the Auditors arising out of or in
connection with their engagement. The
engagement letter also contains provisions
indemnifying the Auditors in certain
circumstances.

27
 6.0
"If you aren't willing to own a
stock for ten years, don't even
think about owning it for ten
minutes.“-Warren Buffett

SHARE
CAPITAL
 SHARE CAPITAL
6.1 The Fund's Share Capital

The authorized share capital of the Fund is or the Fund Manager nor do they have any
currently USD$1.00 divided into 1 of Ordinary entitlement to place the Fund in voluntary
Share (“Ordinary Shares”). The Fund may, in due liquidation. Only the Directors have the right to
course, create and issue Participating Shares terminate the services of the Administrator,
favoring investors to be the shareholders of the Custodian and other agents of the Fund and appoint
Fund upon Submission of the Subscription Form replacements.
subject to further terms and conditions stipulated
in the Subscription Agreement Subject to any restrictions in this regard, the
Participating Shares are redeemable at the election
Investors invest in the Fund with limited liability
of the holder, subject to the financial ability of the
and cannot lose more than the amount of their
Fund to redeem under the provision of Labuan law.
investment. Shareholders will not be liable to make
The liquidity of the Participating Shares may be
any further payment after they have paid the price
limited at any particular time. Under certain
of their Participating Shares and no further liability
circumstances, the Fund may suspend redemption
for the debts of the Fund can be imposed on any
rights of the Participating Shares. See further
Shareholder in respect of the Participating Shares
under the section headed “Redemption of Shares”.
held by them.
Except as herein otherwise stated, Participating
Shares shall rank pari passu.
6.2 Participating Shares In a winding-up, each holder of a Participating
Share has a preferential right of return of the paid-
up par value and a right to share surplus assets
Participating Shares are participating shares represented by those Participating Shares after
without voting rights except in very limited return of the paid-up par value on the Ordinary
circumstances where the consent of the holders of Shares. In the event that a dividend is declared and
Participating Shares is required. The holder of a remains unclaimed after a period of six years from
Participating Share is not entitled to receive notice the date of declaration, such dividend will be
of, attend or vote at meetings of shareholders save forfeited and will revert to the Fund. To the extent
with respect to such matters that may adversely that a dividend may be declared, it will be paid in
vary the special rights of the Participating Shares compliance with any applicable laws.
and provision for which has not already been made
in this Information Memorandum. In such regard,
the rights attached to the Participating Shares may
be varied only with the consent in writing of the
holders of three-fourths of the issued Participating
Shares or with the sanction of a resolution passed
by a three-fourths majority of the votes cast at a
meeting of the holders of the Participating Shares.
The holders of Participating Shares do not have any
right to appoint or remove the Directors of the Fund

29
6.3 Ordinary Shares

Ordinary Shares do not carry any right to dividends.

The holders of Ordinary Shares have the right to
receive notice of, attend and vote at a general
meeting. Other than the Directors themselves, the
holders of Ordinary Shares have the exclusive right
to appoint and remove the Directors of the Fund.
Only holders of Ordinary Shares are entitled to
place the Fund in voluntary liquidation. In a
winding-up the holder of an Ordinary Share is
entitled only to the return of the paid-up par value
of the Ordinary Share after the paid-up par value of
Participating Shares has been returned Ordinary
Shares.

30
 7.0

"Price is what you pay.

Value is what you get.“-
Warren Buffett

SUBSCRIPTION OF
SHARES
 SUBSCRIPTION OF SHARES
7.1 Number of Participating Shares
Available
The Participating Shares will be created favoring
the investors upon receiving the Subscription Form
and execution of the Subscription Agreement and
there is no specific numbers with regard to the
number of the Participating Shares subscribe by
the investors subject to the minimum subscription
value of the Participating Shares of USD
56,800.00 (as at the date of this Information
Memorandum) which is at any time the minimum
value of investment shall not be lesser than
Ringgit Malaysia Two Hundred and Fifty Thousand
(RM250,000.00) only or its equivalent in any
foreign currency.
7.2 Initial Subscriptions and Initial Price
Participating Shares may be subscribed for during
the Initial Offer Period at an Initial Price of
USD$56,800 per share plus the applicable
subscription fee. See further under the section
headed “Fees and Expenses”.
The Initial Offer Period will commence at 9.00 pm
(Malaysian time) on the first (1st) day of the first
subscription of the Fund and will close at 12.00
noon (Malaysian time) on the seventh (7th) day of
the subscription of the Fund prior to the
investment of the Fund
The Directors may extend or shorten the Initial
Offer Period at their absolute discretion.
33
7.3 Subsequent Subscriptions and
Subscription Price
After the close of the Initial Offer Period, investors
may subscribe for Participating Shares at the
relevant Subscription Price on each Subscription
Day. The Subscription Price will be equal to the Net
Asset Value per Share as at the Valuation Day
coinciding with the Subscription Day on which the
application is effective plus the applicable
subscription fee. See further under the section
headed “Fees and Expenses”.
The Directors are authorized from time to time to
resolve to close the Fund to new subscriptions on
such basis and on such terms as the Directors may
in their absolute discretion determine.
7.4 Subscription Procedure
Subscriptions can only be made at the invitation of
the Fund. The Administrator will be responsible for
providing administration services to the Fund
including serving as the Fund's agent for the issue
and redemption of Participating Shares. The
Directors and/or the Administrator reserve(s) the
right to reject subscriptions in whole or in part,
without giving any reason, in which event
subscription payments will be refunded at the
applicant's risk, without interest in the same
currency in which the application monies were
received by telegraphic transfer to the account
from which funds were received and at the expense
of the applicant. When accepted by the Fund,
subscriptions will (save as determined by the
Directors and/or Administrator) be irrevocable.
Applicants for Participating Shares during the
Initial Offer Period should complete a subscription
form in the prescribed form provided with this
Information Memorandum at the Appendix A and
send it to the Administrator by mail (with a copy
by e-mail/facsimile) along with any requisite
documentation and cleared funds in respect of the
subscription monies so as to be received by the
Administrator no later than 12.00 noon (Malaysian
time) on the Business Day falling at least three (3)
Business Days, or such lesser period as the
Directors may in any particular case determine,
before the last day of the Initial Offer Period. The
Directors may in their sole and absolute discretion
accept subscriptions received after the stated time
or require a completed subscription agreement
and/or cleared funds at an earlier or later time or
date.
Applicants for Participating Shares after the close
of the Initial Offer Period should complete a
subscription form at the Appendix A and send it to
the Administrator by mail (with a copy by e-
mail/facsimile) along with any requisite
documentation and cleared funds in respect of the
subscription monies so as to be received by the
Administrator no later than 12.00 noon (Malaysian
time) on the Business Day falling at least three (3)
Business Days, or such lesser period as the
Directors may in any particular case determine,
before the relevant Subscription Day, failing which
the subscription form will be held over until the
next following Subscription Day and Participating
Shares will be issued at the relevant Subscription
Price applicable on that following Subscription
Day. The Directors may in their sole and absolute
discretion accept subscriptions received after the
stated time or require a completed subscription
agreement and/or cleared funds at an earlier or
later time or date.
34
The Administrator will issue a written confirmation
to successful applicants confirming acceptance of
their subscription. Applications for Participating
Shares will not be dealt with and Participating
Shares will not be issued until receipt of
notification that an applicant's funds have been
cleared in the full amount of the subscription. If
the applicant does not receive an
acknowledgement of its subscription form within
five (5) Business Days of submission to the
Administrator, such applicant should contact the
Administrator to confirm the status of the
subscription form. The Administrator and the Fund
accept no liability for any subscription form which
is submitted to the Administrator but in relation to
which no acknowledgement has been issued to the
applicant. Neither the Fund nor the Administrator
(including sub-administrator) shall be responsible
for any miss-delivery or non-receipt of any original
or e-mail/facsimile if they have not acknowledged
receipt of the original or e-mail/facsimile. In the
case of miss-receipt or corruption of any message,
the applicant will be required to re-send the
documents. Notwithstanding the method of
communication, the Fund and/or the Administrator
reserves the right to ask for the production of
original documents or other information to
authenticate the communication.
Subject to the foregoing, Participating Shares shall
be deemed to be issued on the Business Day
following the close of the Initial Offer Period or the
relevant Subscription Day (as the case may be).
7.5 Minimum Investment
All subscriptions for the Participating Shares must
be made in increments of USD 56,800.00 (as at
the date of this Information Memorandum) which is
at any time the minimum value of investment shall
not be lesser than Ringgit Malaysia Two Hundred
and Fifty Thousand (RM250, 000.00) only (plus the
applicable subscription fee) or its equivalent in any
foreign currency. The minimum initial investment
per subscriber is USD 56,800.00 (as at the date of
this Information Memorandum) which is at any
time the minimum value of investment shall not be
lesser than Ringgit Malaysia Two Hundred and Fifty
Thousand (RM250,000.00) only (plus the
applicable subscription fee) or its equivalent in any
foreign currency. The minimum additional
investment per subscriber is USD 56,800.00 (as at
the date of this Information Memorandum) which is
at any time the minimum value of investment shall
not be lesser than Ringgit Malaysia Two Hundred
and Fifty Thousand (RM250, 000.00) only (plus the
applicable subscription fee) or its equivalent in any
foreign currency. Shareholders should send a
completed request for increment in the prescribed
form at Appendix B.
Fractional Participating Shares may be issued up
to four decimal places.
All subscriptions for Participating Shares must
generally be made in US Dollars. However,
subscriptions may also be accepted in other
currencies at the sole discretion of the Directors.
In such event, subscriptions will be converted into
the Base Currency at the best rate available to the
Fund, at the sole discretion of the Directors.
35
In accordance with the Law, at no time may the
Directors accept initial investments below the
equivalent of USD 56,800.00 (as at the date of
this Information Memorandum) which is at any
time the minimum value of investment shall not be
lesser than Ringgit Malaysia Two Hundred and Fifty
Thousand (RM250,000.00) only or such other
amount stipulated by the Law.
7.6 Transfer of Subscription Monies by
Administrator
Amounts due in respect of subscriptions received
by the Administrator may be transferred to the
account of the Fund prior to the close of the Initial
Offer Period or the relevant Subscription Day (as
the case may be). The reason for this is to ensure
that all subscription monies received are
transferred to the Fund to ensure that the Fund can
enter into investments without having to incur the
cost of bridging finance loans.
The effect of any such transfers is that
subscription monies received by the Administrator
may not be held in escrow. Instead, subscription
monies received by the Administrator may be
transferred to the account of the Fund prior to the
issue of confirmation of number of Participating
Shares attributable to each investor.
If the Fund becomes insolvent or unable to pay its
debts as they fall due either prior to or during the
relevant transfer the investor may not have
received the appropriate confirmation and
subscription monies deposited into the
subscription account may not be recoverable by
the investor.
By signing the subscription form, each investor
consents to the transfer of subscription monies to
the account of the Fund prior to the issuance of a
confirmation from the Administrator.
Where subscription funds are received in the
account of the Fund which is operated by the
Administrator prior to the close of the Initial Offer
Period or the relevant Subscription Day (as the
case may be), the Administrator must, upon the
instruction of the Directors of the Fund Manager,
transfer the subscription monies to an account of
the Fund at one of its broker or banks. In the event,
that the Administrator shall be fully indemnified by
the Fund and shall attract no liability in respect of
any losses arising from this transfer or
subscription funds prior to the issue of the
Participating Shares.
7.7 Eligible Investors
Investment in Participating Shares is limited to
Eligible Investors. An Eligible Investors is any
person who is a sophisticated investor (i.e. has the
knowledge, expertise and experience in financial
matters to evaluate the risks of investing in the
Fund, is aware of the risks inherent in investing in
the assets in which the Fund will invest and the
method by which these assets will be held and/or
traded, and can bear the loss of their entire
investment in the Fund), is able to acquire and hold
Participating Shares without violating applicable
laws and is not an Ineligible Applicant.
36
Investors must warrant on the appropriate
subscription agreement that they have the
knowledge, expertise and experience in financial
matters to evaluate the risks of investing in the
Fund, are aware of the risks inherent in investing
in the assets in which the Fund will invest and the
method by which these assets will be held and/or
traded, and can bear the loss in their investment in
the Fund. Any transferee of Participating Shares
will be required to warrant in like terms before any
transfer is registered.
7.8 Ineligible Applicants
The subscription agreement requires each
prospective applicant for Participating Shares to
represent and warrant to the Fund that, among
other things, it is able to acquire and hold
Participating Shares without violating applicable
laws. The Participating Shares may not be offered,
issued or transferred to any person in
circumstances which, in the opinion of the
Directors, might result in the Fund incurring any
liability to taxation or suffering any other
pecuniary disadvantage which the Fund might not
otherwise incur or suffer, or would result in the
Fund being required to register under any
applicable Malaysian securities laws.
Participating Shares may not be issued or
transferred to any Malaysian residents in Malaysia
except in the Federal Territory of Labuan and also
except pursuant to an exemption from, or in a
transaction not subject to, the registration
requirements of Malaysian laws.
Each applicant for and transferee of, Participating
Shares will be required to provide such
representations, warranties or documentation as
may be required by the Directors to ensure that
these requirements are met prior to the issue or
the registration of any transfer of Participating
Shares. If the transferee is not already a
Shareholder, it will be required to complete the
appropriate subscription agreement.
7.9 Form of Shares
All the Participating Shares will be in registered
form only and therefore share certificated will not
be issued. However upon the acceptance of the
Fund of a duly completed subscription agreement,
investors will receive written confirmation of the
number of Participating Shares held by them
ownership of which shall be evidenced by entry in
the Register of Shareholders.
7.10 Suspension
The Directors may declare a suspension of the
issue of Participating Shares in certain
circumstances as described under the section
headed “Calculation of the Net Asset Value”. No
Participating Shares will be issued during any such
period of suspension.
7.11 Anti-Money Laundering
Measures aimed at the prevention of money
laundering may require an applicant for
Participating Shares to verify his identity and/or
the source of funds to the Fund and/or the
Administrator. Depending on the circumstances of
each application, verification may not be required
where the applicant makes the payment for its
investment from an account held in the applicant's
name at a recognized financial institution, the
applicant is regulated by a recognized regulatory
authority and is based or incorporated in, or
formed under, the laws of a recognized jurisdiction
or the application is made through a recognized
intermediary.
37
These exceptions will only apply if the financial
institution, regulated authority or intermediary
referred to above is within a country recognized by
Malaysia as having equivalent anti-money
laundering regulations.
By way of example, an individual may be required
to produce a copy of a passport or identification
card duly certified by a public authority such as
notary public, the police or the ambassador in his
country of residence, together with two documents
evidencing his address such as a utility bill or bank
statement. In the case of corporate applicants this
may require production of a certified copy of a
certificate of incorporation (and any change of
name) and of the memorandum and articles of
association (or equivalent), and of the names and
business addresses of all directors and beneficial
owners.
The details given above are by way of example only
and the Administrator will request such
information and documentation as it considers is
necessary to verify the identity or source of funds
of an applicant. In the event of delay or failure by
the applicant to produce any information required
for verification purposes, the Administrator may
refuse to accept the application and the
subscription monies relating thereto or may refuse
to process a redemption request until proper
information has been provided. Investors should
note specifically that where redemption proceeds
are requested to be remitted to an account which
is not in the name of the investor, the
Administrator reserves the right to request such
information as may be reasonably necessary in
order to verify the identity of the investor and the
owner of the account to which the redemption
proceeds will be paid. The redemption proceeds
will not be paid to a third party account if the
investor and/or owner of the account fails to
provide such information.
Each applicant for Participating Shares will be If any Labuan resident knows or suspects or has
required to make such representations as may be the reasonable grounds for knowing or suspecting
required by the Directors in connection with anti- that other person is engaged in criminal conduct
money laundering programs, including, without or is involved with terrorism or terrorist property
limitation, representations that such applicant is and the information for that knowledge or
not a prohibited country, territory, individual or suspicion came to their attention in the course of
entity listed on the Malaysian Central Bank business in the regulated sector, the person will be
website and that it is not directly or indirectly required to report such knowledge or suspicion to
affiliated with any country, territory, individual or any relevant authorities in Malaysia if the
entity named on the Malaysian Central Bank list or disclosure relates to involvement with terrorism or
prohibited by any Malaysian Central Bank terrorist financing and property. Such a report
sanctions programs. Each applicant will also be shall not be treated as a breach of confidence or of
required to represent the subscription monies are any restriction upon the disclosure of information
not directly or indirectly derived from activities imposed by any enactment or otherwise.
that may contravene the Malaysian laws and
regulations, including anti-money laundering laws
and regulations. Each applicant for Participating
Shares acknowledges that the Administrator shall
be held harmless against any loss arising as a
result of a failure to process his application for
Participating Shares or redemption request if such
information and documentation as has been
requested by the Administrator has not been
provided by the applicant.
In the event of delay or failure on the part of
applicant in producing any information required
for verification purposes, the Fund, or the
Administrator on the Fund's behalf, may refuse to
accept the application, in which case any funds
received will be returned without interest to the
account from which they were originally debited.
The Fund and the Administrator on the Fund's
behalf, also reserve the right to refuse to make any
redemption payment to a shareholder if the
Directors or the Administrator suspect or are
advised that the payment of redemption proceeds
to such shareholder might result in a breach of
applicable anti-money laundering or other laws or
regulations by any person in any relevant
jurisdiction, or if such refusal is considered
necessary or appropriate to endure the compliance
by the Fund of the Administrator with any such
laws or regulations in any applicable jurisdiction.
38
“The first rule is not to
lose. The second rule
is not to forget the first
rule”-Warren Buffett
 8.0

“Never invest in a business

you cannot understand.”-
Warren Buffett

REDEMPTION OF
SHARES
“Successful investing is
about managing risk, not
avoiding it”- Benjamin Graham
 REDEMPTION OF SHARES
8.1 General
All redemptions are subject to certain restrictions
imposed by this Information Memorandum, the
Articles and Malaysian law.
Subject to the foregoing, Participating Shares are
redeemable at the option of the Shareholder on
any Redemption Day.
Where Participating Shares have been acquired
on more than one date, they will be redeemed on a
“first in, first out” basis.
8.2 Procedure
Shareholders should send a completed redemption
request in the prescribed form at Appendix C of
this Information Memorandum to be received by
the Administrator no later than 12.00 noon
(Malaysian time) on the Business Day falling at
least five (5) Business Days, or such lesser
period as the Directors may in any particular case
determine, before the relevant Redemption Day,
failing which the redemption request will be held
over until the next following Redemption Day and
Participating Shares will be redeemed at the
relevant Redemption Price applicable on that
following Redemption Day.
The Shareholder(s) must sign each redemption
request and, when required by the Fund of the
Administrator, verification of the authenticity of
the signature must be provided. Redemption
requests may be sent by e-mail/facsimile, but
redemption proceeds will not be remitted until
Administrator has received the original of the
redemption request. Redemption requests are
deemed received by the Fund on the date they are
received by the Administrator. A redemption
request, once given, is irrevocable save with the
consent of the Directors (which may be withheld
in their discretion).
42
In order for a redemption request to be effective,
it must be acknowledged by the Administrator on
behalf of the Fund. If the Shareholder does not
receive an acknowledgement of its redemption
request within five (5) Business Days of
submission to the Administrator, such Shareholder
should contract the Administrator to confirm the
status of the redemption request. The
Administrator and the Fund accept no liability for
any redemption request which is submitted to the
Administrator but in relation to which no
acknowledgement has been issued to the
redeeming Shareholder. Neither the Fund nor the
Administrator (including any sub-Administrator)
shall be responsible for any miss-delivery or non-
receipt of any e-mail/facsimile or original if they
have not acknowledged receipt of the e-
mail/facsimile or original. In the case of miss-
receipt or corruption of any message, you will be
required to re-send the documents.
Notwithstanding the method of communication,
the Fund and/or the Administrator reserves the
right to ask for the production of original
documents or other information to authenticate
the communication.
A request for a partial redemption of Participating
Shares may be refused or the holding redeemed in
its entirety, if, as a result of such partial
redemption, the Net Asset Value of the Shares
retained by the Shareholder would be less than
the .
The minimum partial redemption amount is
USD$4,500.00 (as at the date of this Information
Memorandum) which is equivalent to Ringgit
Malaysia Ten Thousand (RM10, 000.00) only or its
equivalent in any foreign currency.
8.3 Redemption Price
The Redemption Price per Share will be equal to relevant Redemption Day and carry out only
the Net Asset Value per Share as at the Valuation sufficient redemptions which, in aggregate,
Day coinciding with the relevant Redemption Day. amount to 10% of the Participating Shares then
in issue.
8.4 Settlement
Participating Shares which are not redeemed but
Payment of redemption proceeds will generally be
which would otherwise have been redeemed will
made as soon as practicable after the relevant
be redeemed on the next Redemption Day (subject
Redemption Day and will normally be made within
to further deferral if the deferred requests
seven (7) Business Days of the Redemption Day.
themselves exceed 10% of the Participating
However, the Directors reserve the right, at their
Shares then in issue) in priority to any other
absolute discretion, to retain up to 10% of the
Participating Shares for which redemption
redemption proceeds in case of adjustment of the
requests have been received. The Participating
Net Asset Value applicable to the redeemed
Shares will be redeemed at the Redemption Price
Participating Shares and which will be paid after
as at the Valuation Day immediately preceding
confirmation thereof to the satisfaction of the
the relevant Redemption Day on which they are
Directors, which may be after completion of the
redeemed.
annual audit. Interest will be paid on any retained
amount at the rate available to the Fund. The Directors intend not to exercise their powers
to defer redemptions except to the extent they
Payment of redemption proceeds will be made in
consider that existing Shareholders would
US Dollars by direct transfer in accordance with
otherwise be materially prejudiced or that such
instructions given by the redeeming Shareholder
exercise is necessary to comply with applicable
to the Administrator and at the Shareholder's risk
law or regulation.
and cost. No interest will be paid on the
redemption proceeds between the Redemption 8.6 Suspension
Day (other than provided for above) and the date
The Directors may declare a suspension of the
of actual payment. The Administrator will not
redemption of Participating Shares in certain
make any redemption payouts to third parties.
circumstances as described under the section
Redemption proceeds may also be remitted in headed “Calculation of Net Asset Value”. No
kind at the sole discretion of the Directors. participating Shares will be redeemed during any
such period of suspension. Any such suspension
8.5 Deferred Redemptions
shall terminate when the Directors declare that
In the event that redemption requests are the suspension is at an end.
received for redemption of Participating Shares
The Fund may withhold payment to any person
representing in aggregate more than 10% of the
whose Participating Shares have been tendered
total number of Participating Shares then in issue,
for redemption until after the suspension has
the Fund is entitled to reduce the requests ratably
been lifted. Notice of any suspension will be given
and pro rata amongst all Shareholders seeking to
to any Shareholder who has tendered his
redeem Participating Shares on the

43
Participating Shares for redemption and to whom
full payment of the redemption proceeds has not
yet been remitted. If a redemption request is not
withdrawn by a Shareholder following notification
of suspension, the redemption will be completed
on the basis of the Redemption Price on the
Valuation Day immediately following the end of
the suspension.
8.7 Compulsory Redemptions
The Directors have the right to require the
compulsory of all or part of the Participating
Shares held by or for the benefit of Shareholder at
any time, including, without limitation, if the
Directors determine that the Participating Shares
are held by or for the benefit of Shareholder who
is or becomes an Ineligible Applicant and/or is not
or is no longer an Ineligible Investor. Shareholders
are required to notify the Administrator
immediately if at any time they cease to be
Ineligible Investors or become Ineligible
Applicants. When the Directors become aware
that a Shareholder: (i) has ceased to be an Eligible
Investor or has become an Ineligible Applicant; (ii)
is holding Participating Shares in breach of any
law or regulation or otherwise in circumstances
having or which may have adverse regulatory, tax,
pecuniary or material administrative
disadvantages for the Fund or its Shareholders; or
(iii) has failed to provide any information or
declaration required by the Directors within 30
Business Days of being requested to do so, the
Directors may either (a) direct such Shareholder
to redeem or to transfer the relevant Participating
Shares to a person who is qualified or entitled to
own or hold such Participating Shares or (b)
redeem the relevant Participating Shares.
Any person who becomes aware that he is holding
Participating Shares in contravention of any of the
above provisions and who fails to transfer or
44
redeem his Participating Shares pursuant to the
above provisions shall indemnify and hold
harmless each of the Fund, the Directors, the Fund
Manager, the Administrator, the Custodian and
the Shareholders (each an “Indemnified Party”)
from any claims, demands, proceedings, liabilities,
damages, losses, costs and expenses directly or
indirectly suffered or incurred by such
Indemnified Party arising out of or in connection
with the failure of such person to comply with this
obligations pursuant to any of the above
provisions.
The Fund also reserved the right to require
compulsory redemption of all Participating Shares
held by a Shareholder if the Net Asset Value of the
Participating Shares held by the Shareholder is
less than the Minimum Investment. Where the Net
Asset Value of the Participating Shares held by a
Shareholder is less than the Minimum Investment
and the Fund decides to exercise its right to
compulsorily redeem, the Fund will notify the
Shareholder in writing and allow such Shareholder
thirty (30) days to purchase additional
Participating Shares to meet the minimum
requirement.
The Articles also permit the Directors to redeem
Participating Shares where during a period of six
(6) years, no cheque in respect of any dividend on
the Participating Shares has been cashed and no
acknowledgement has been received in respect of
any confirmation of ownership of the Participating
Shares sent to the Shareholder. The Articles also
provide that any unclaimed dividends may be
forfeited after six (6) years and, on forfeiture,
form part of the assets of the Fund.
“Widespread fear is your
friend as an investor
because it serves up
bargain purchases.”
- Warren Buffett
 9.0

RESTRICTIONS ON
TRANSFER
 RESTRICTIONS ON TRANSFER
9.1 General
Subject to the restrictions set out in this
Information Memorandum, Participating Shares
are transferable by written instrument of transfer
signed (or in the case of a transfer by a body
corporate, signed on behalf of sealed by) the
transferor and containing the name and address
of the transferor and the transferee. The
instrument of transfer shall be in such form as
the Directors approve.
The Directors may in their absolute discretion
decline to register any transfer of Participating
Shares to a person of whom they do not approve
or if they are not satisfied that such transfer
complies with all applicable laws and regulations.
Any person becoming entitled to Participating
Shares in consequence of the death or bankruptcy
of a Shareholder shall, on producing appropriate
evidence, at the absolute discretion of the
Directors, be entitled to become registered as a
Shareholder in respect of the Participating
Shares or to make such transfer of the
Participating Shares as the deceased or bankrupt
person could have made, subject to the Directors
having the same right to refuse to register the
transfer as they would have had in the case of a
transfer by the deceased or bankrupt person
before the death or bankruptcy.
No transfer may be made which would result in
either the transferor or the transferee remaining
or being registered (as the case may be) as the
holder of Participating Shares valued at less than
the Minimum Investment at the time of such
intended transfer. The Directors may suspend the
registration of transfers for not more than a total
of thirty (30) days in any year.
47
9.2 Procedure
Shareholders wishing to transfer Participating
Shares must sign the written instrument of
transfer in the exact name or names in which the
Participating Shares are registered, indicate any
special capacity in which they are signing and
supply all other required details. The completed
form of transfer, duly stamped if applicable,
together with such other evidence as the
Directors may reasonably require to show the
right of the transferor to make the transfer, must
be sent to the Administrator. The transfer shall
take effect upon the registration of the transferee
in the register of Shareholders. If the transferee
is not already a Shareholder, he will be required
to complete a Subscription Agreement.
In order for a transfer to be effective, it must be
acknowledged by the Administrator on behalf of
the Fund. If the transferor/transferee does not
receive an acknowledgement of the written
instrument of transfer within five (5) Business
Days of submission to the Administrator, such
transferor/transferee should contact the
Administrator to confirm the status of the
transfer. The Administrator and the Fund accept
no liability for any transfer which is submitted to
the Administrator but in relation to which no
acknowledgement has been issued to the
transferor/transferee. Neither the Fund nor the
Administrator (including any sub-Administrator)
shall be responsible for any miss-delivery or non-
receipt of any e-mail/facsimile or original if they
have not acknowledged receipt of the e-
mail/facsimile or original. In the case of miss-
receipt or corruption of any message, you will be
required to re-send the documents.
Notwithstanding the of communication, the Fund
and/or the Administrator reserves the right to ask
for the production of original documents or other
information to authenticate the communication.
The Fund reserves the right to require any
transferee to execute an application form and/or
to provide such documentation as is considered
necessary to verify the identity or source of funds
of any transferee, as if such transferee were an
original subscriber for the Participating Shares
the subject of the transfer.

48
 “Successful investing
takes time, discipline,
and patience. No
matter how great the
talent or effort, some
things just take time:
You can’t produce a
baby in one month by
getting nine women
pregnant.”
Warren Buffett
 10

CALCULATION OF
NET ASSET VALUE
 CALCULATION OF NET ASSET VALUE
The Net Asset Value and Net Asset Value per
Share of the Fund will be determined by the
Directors or by the Administrator on behalf of
the Directors, except when the determination of
the same has been suspended (in accordance
with the Articles) on each Valuation Day (or on
such other Business Days as the Directors in
their discretion may determine) and is
calculated to four decimal figures by
aggregating the value of the assets owned or
contracted for by the Fund, net of any relevant
taxes and converted into US Dollars and
subtracting (i) all of the liabilities of the Fund
(including accrued liabilities and such provisions
and allowances for contingencies as the
Administrator considers appropriate in respect
of the costs and expenses payable by the Fund
including any accrued incentive fees) and (ii)
such proportion of the amount paid up on the
Ordinary Shares as the Fund shall determine,
and dividing and resulting sum by the number of
Participating Shares as the case may be
outstanding at the close of business on that
Valuation Day.
In general, the assets of the Fund will be valued
as follows:
(a) The value of any investment which is
quoted, listed or normally dealt in on a market
shall be calculated by reference to the price
appearing to the Directors or the Administrator
on behalf of the Directors to be the last
available bid price if bid and asked prices are
available (or if bid and asked prices are not
available, the closing price) on the market on
which the investment is quoted, listed or
ordinarily dealt in for such amount of such
investment as the Directors or the Administrator
on behalf of the Directors may consider in the
circumstances to provide a fair criterion,
provided that:
51
▪ If an investment is quoted, listed or
normally dealt in on more than one
market, the Directors or the Administrator
on behalf of the Directors shall adopt the
last available bid price or, as the case
may be, the closing price, on the market
which in their opinion provides the
principal market for such investment or,
where such an investment is held on a
market which uses the VWAP close, the
Directors or the Administrator on behalf
of the Directors shall adopt the bid/ask
price (as appropriate) for such
investment;
▪ In the case of an investment which is
quoted, listed or normally dealt in on a
market but in respect of which for any
reason, prices on that market may not be
available at any relevant time, the value
therefore shall be certified by a person,
firm or association making a market in
such investment and qualified, in the
opinion of the Directors or the
Administrator on behalf of the Directors,
to provide such a certificate; and
▪ There shall be taken into account interest
on interest-bearing investments up to the
relevant Valuation Day.
(b) The value of any investment, which is
not quoted, listed or normally dealt in on a
market shall be the value thereof ascertained by
or on behalf of the Directors in good faith. For
this purpose:
▪ The value of such investment shall be the
amount expended in the acquisition
thereof; and
▪ In valuing such investments the Directors
may consider, inter alia, the fundamental
analytical data relating to the
investments, the nature and duration of
restrictions on disposition of the
investments and the forces, which
influence the market in which the
investments are purchased and sold.
(c) The value of any future contracts, index
futures contracts and options which are dealt in
on a market shall be calculated by reference to
the price appearing to the Directors or the
Administrator on behalf of the Directors to be
the settlement price as determined by the
market in question provided that were it is not
the practice of the relevant market to quote a
settlement price or if such settlement price is
not available for any reason, such value shall be
calculated in such manner as the Directors shall
determine.
(d) Currency and futures forwards and
currency and futures options shall be valued at
bid of offer values (as appropriate) in
accordance with procedures determined by the
Directors, as at such time on the Valuation Day
as shall be determined by the Directors.
(e) Certificates of deposit acquired at their
nominal value plus accrued interest (if any) shall
be valued at cost plus accrued interest from the
date of acquisition on the nominal value at the
coupon rate.
52
(f) Certificates of deposits acquired at a
discount or premium on the sum of the nominal
value and accrued interest at the date of
acquisition shall be valued at their cost plus
accrued interest from the date of acquisition on
the nominal value at the coupon rate, and
adjusted by an amount equal to the discount or
premium at which they were acquired divided by
the number of days unexpired at the date of the
acquisition and multiplied by the number of days
elapsed from the date of acquisition to the
relevant Valuation Day.
(g) Interest-bearing securities shall be
valued by adding the value of the security, based
on the last available bid or ask price, and the
accrued interest from the date of acquisition to
the relevant Valuation Day.
(h) In the case of any security or other
property which in the opinion of the Directors it
would not be appropriate to value as above
provided, the value thereof shall be determined
in such manner as the Directors shall from time
to time determine.
(i) In the case of any asset realized or
contracted to be realized at a known value the
net proceeds, discounted at a rate considered
appropriate by the Directors, of such realization
shall be taken into account in lieu of any other
method of determining the value of the asset
concerned.
(j) The value of any such securities or other
assets listed above shall be determined having
regard to the full amount of any currency
premium or discount which may be relevant.
The liabilities of the Fund shall be deemed to
comprise:
(a) All bills and accounts payable.
(b) All fees and expenses payable and/or
accrued.
(c) All contractual obligations for the
payment of money or the acquisition of property.
(d) All provisions authorized or approved by
the Directors for taxes or contingencies
(including for any dividends declared
and not paid).
(3) All other liabilities of the Fund of
whatsoever kind and nature, except
liabilities represented by outstanding
Participating Shares and surplus of the
Fund.
Prospective investors should be aware that
situations involving uncertainties as to the
valuation of portfolio positions may occur and
could have an adverse effect on the Fund's net
assets. Absent bad faith or manifest error, the
Net Asset Value per Share as determined by the
Administrator on behalf of the Directors is
conclusive and binding on all Shareholders.
53
The Fund may suspend the calculation of the Net
Asset Value per Share, whereupon the issue and
redemption of Participating Shares will be
suspended, under any one or more of the
following circumstances:
(a) A disclosure of or suspension of trading
on any market on which any assets of the Fund
are traded;
(b) A breakdown occurs in any of the means
normally employed by the Directors to ascertain
the value of the assets of the Fund or when for
any other reason the value of the assets of the
Fund cannot reasonably be ascertained;
(c) Circumstances exist as a result of which
in the opinion of the Directors it is not
reasonably practicable for the Fund to realize
any investments or other assets owned or
contracted for, which together constitute a
material proportion of the overall assets of the
Fund; or
(d) for any other reason that the Directors
in their absolute discretion deem is in the best
interests of the Fund.
In determining the Net Asset Value per Share,
the Administrator will follow the valuation
policies and procedures adopted by the Fund as
set out above. For the purpose of calculating the
Net Asset Value per Share, the Administrator
shall, and shall be entitled to, rely on, and will
not be responsible for the accuracy of, financial
data furnished to it by the Directors, the Fund
Manager and the Custodian. The Administrator
may also use and rely on industry standard
financial models in pricing any of the Fund's
securities or other assets, the Administrator
may accept, use and rely on such prices in
determining the Net Asset Value per Share and
shall not be liable to the Fund, the Directors, the
Fund Manager, any investor in the Fund, or any
person in so doing.
 11

FEES &
EXPENSES
 FEES AND EXPENSES
11.1 Upfront Fee
A subscription or sales fee will be charged by
the Fund in respect of the Participating Shares
of 3.0% of the initial investment by the
Shareholder as described under the section
headed “Subscription of Shares”. All or part of
this initial charge may be used as a
compensation for third party placements agents.
The Directors of the Fund reserve the right to
waive part or all of the charge.
11.2 Management Fee
The Fund will pay to the Fund Manager, a joining
fee 1.5% of the initial and additional investment
and management fee (“Management Fee”) in an
aggregate amount equal to 1.0% per annum,
accrued and payable weekly in arrears and
based on the Net Asset Value of the relevant
Participating Shares.
11.3 Outperformance Fee
The outperformance fee in an aggregate amount
equal to 20% of any excess returns exceeding
8% per annum will be payable in respect of
Participating Shares.
11.4 Administration Fee
The Fund will pay to the Administrator, fees and
expenses as specified in the Fund Administration
Agreement. In addition, the Administrator will
provide certain other services to the Fund which
will be charged for at the Administrator's
normal commercial rates from time to time.
11.5 Custody Fee
The Fund will pay to the Trustee for providing
custodian services, a fee of 1.5% of the initial
and additional investment and an annual
custodian fee in an aggregate amount equal to
1.0% per annum, accrued and payable weekly in
arrears and based on the Net Asset Value of the
relevant Participating Shares.
55
11.6 Agent Fee (If Any)
The Fund will pay to the Agent, fee at the fix rate
of 0.5% of the total fund injected upon
disbursement of the investment.
11.7 Fees of Directors
The Fund will pay annual fees to the Directors. In
the first twelve months, the remuneration of the
Directors will be USD$10,000.00 per Director
which any one or more Director may waive
either fully or in part at their absolute
discretion. The remuneration of the Directors
shall from time to time be determined by the
holder of the Ordinary Shares.
11.8 Ongoing Expenses
The Fund will bear its own operating expenses,
including, but not limited to, organizational and
investment expenses (reasonably determined to
be related to the investment of the Fund's
assets), administrative expenses, marketing
expenses, legal and licensing expenses,
government fees, audit, interest and shareholder
communication expenses and other expenses
associated with the operation of the Fund. The
Fund may reimburse the Fund Manager for some
of the investment expenses incurred in
connection with its rendering investment advice
and other services to the Fund (including
without limitation, compensation for operational,
systems, research and due diligence charges and
investments expenses properly incurred by the
Fund Manager).
The legal set-up and organizational costs of the
Fund, which will not exceed USD$100,000.00
will amortized over the first twelve months of
the operation of the Fund (and thereafter as
incurred). Whilst the Directors consider that
such an accounting policy is appropriate, such
policy conflicts with International Financial
 Reporting Standards and may result in a
qualification to the auditor's report to the
Fund's financial statements if the auditors
determine that such costs are material to such
financial statements.
11.9 Redemption Fee
No redemption fee will be payable in respect of
Participating Shares redeemed.

“The investor of today does not

profit from yesterday’s growth.”-
Warren Buffett
56
 12

TAXATION
 TAXATION
12.1 Tax Legislation
Labuan Business Activity Tax Act 1990 (LBATA)
governs the imposition, assessment and
collection of tax on a Labuan business activity
carried on by a Labuan entity in, from through
Labuan. Labuan business activity means:
▪ A Labuan trading or a Labuan non-trading
activity
▪ Carried on by a Labuan entity
▪ In, from through Labuan
▪ In a currency other than Malaysian currency
▪ With non-residents or with another Labuan
entity
The following activities by a Labuan entity with
residents or in Malaysia currency where
permitted under the Exchange Control
regulations would also be regarded as Labuan
business activity:
▪ A Labuan entity carrying on a banking,
insurance or financial business licensed
under the Law or Labuan Islamic Financial
Services and Securities Act 2010, and such
activity may be carried on with residents, and
where permitted, may be carried on
Malaysian currency.
▪ A Labuan entity holding an investment in a
domestic company and such holding may be
with residents and in the Malaysian currency.
▪ Shipping operations carried out by a Labuan
entity in Labuan or outside Malaysia ; and
▪ Licensed international commodity trading
business carried out by a Labuan entity in
Labuan in Malaysia subject to the conditions
imposed by LFSA.
59
12.2 Tax Rates
A Labuan Non-Trading Activity means holding of
investments in securities, stock, shares, loans,
deposits or any other properties by a Labuan
entity on its own behalf is not subject to tax.
A Labuan Trading Activity involves in banking,
insurance, trading, management, shipping
operations, licensing or any other activity which
in not a Labuan non-trading activity is subject to
3% of net profits as per audited accounts or
RM20,000.00 upon election annually.
Both Labuan Trading and Non-Trading Activities
is deemed to be a Labuan Trading Activity is
subjected to the same tax treatment as those
undertaking Labuan Trading activity.
12.3 Stamp Duty Exemption
Stamp duty is exempted on all instruments
executed by a Labuan entity in connection with a
Labuan business activity, on its constituent
documents and on transfer of shares in a Labuan
company.
12.4 Shareholder Taxation
Prospective investors should ascertain from
their professional advisers the consequences to
them of acquiring, holding, redeeming,
transferring or selling Participating Shares
under the relevant laws of the jurisdictions to
which they are subject, including the tax
consequences and any exchange control
requirements. Prospective investors should note
that the Fund may be subject to irrecoverable
withholding taxes on investment income in the
country of origin.
The receipt of dividends (if any) by Shareholders,
the redemption or transfer of Participating
Shares and any distribution on winding up of the
Fund may result in a tax liability for the
Shareholders according to the tax regime
applicable in their various countries of
residence, citizenship or domicile. Shareholders
resident in or citizens of certain countries which
have anti-offshore fund legislation may have a
current liability to tax on the undistributed
income and gains of the Fund. Neither the
Directors, the Fund, nor any of the Fund's agents
shall have any liability in respect of the
individual tax affairs of Shareholders.

58
 “The key to investing is not assessing how
much an industry is going to affect society, or
how much it will grow, but rather determining
the competitive advantage of any given
company and, above all, the durability of that
advantage.”-Warren Buffett
 13

GENERAL AND
STATUTORY INFORMATION
 GENERAL AND STATUTORY INFORMATION
13.1 Reports and Financial Statements
The Fund's fiscal year ends on 31 December in
each year. The first fiscal period will end on 31
December 2018. Shareholders will receive
audited annual financial reports of the Fund
within six months of the end of the Fund's fiscal
year. The Fund's audited annual financial
reports will be prepared in accordance with
International Financial Reporting Standards. The
Fund Manager will provide reports to the Fund
quarterly for distribution.
13.2 Material Agreements
This Information Memorandum is not intended to
provide a complete description of the Fund's
Memorandum or Articles of Association or any
agreements entered into by the Fund. Copies of
all such documents are available for inspection
by Shareholders and prospective investors
during normal business hours at the office of the
Administrator at the address set out in the
Directory. Copies of the following are available
upon written request to the Administrator,
subject to reimbursement of reasonable costs:
▪ The Memorandum and Articles of Association
of the Fund;
▪ The Labuan Financial Services and Securities
Act 2010;
▪ The Labuan Companies Act 1990;
▪ The Fund Administration Agreement;
▪ The Management Agreement; and
▪ The Custodian Agreement.
13.3 Registered Office
The Fund's registered office is located is at Lot
No. 20, Level 1, Lazenda Commercial Phase 3,
Jalan OKK Abdullah, 87000 Federal Territory of
Labuan, Malaysia.
63
13.4 Indemnification
The Fund has undertaken to indemnify every
Director, secretary, officer, employee and
servant of the Fund (including former Directors,
former secretaries, former officers, former
employees and former servants of the Fund) out
of the assets of the Fund against all costs,
losses, damages and expenses (including
travelling expenses) that any such indemnified
person or legal entity may incur and become
liable for by reason of any contract entered into,
or acts done by him as Director, secretary,
officer, employee or servant of the Fund or in
any way in discharge of his duties other than
through his own willful misconduct, gross
negligence, reckless disregard of his duties or as
otherwise required by law. The amount for which
such indemnity is provided shall immediately
attach as a lien on the property of the Fund and
have priority over the Shareholders of the Fund
and over all other claims (other than secured
creditor claims or other claims of creditors
preferred by law).
No Director, secretary, officer, employee or
servant of the Fund shall be liable for the acts,
receipts, neglects or defaults of any other
Director, secretary, officer, employee or servant
of the Fund, for joining in any receipt or other
act for conformity or for any loss or expense
happening to the Fund through the insufficiency
or deficiency of any security in or upon which
any of the monies of the Fund shall be invested
or for any loss of the monies of the Fund which
shall be invested or for any loss or damage
arising from the bankruptcy, insolvency or
tortuous act of any person with whom any
monies, securities or effects shall be deposited,
or for any loss, damage or misfortune whatever
which shall happen in or about the execution of
the duties of his respective office or in relation
thereto unless the same happened through his
own willful misconduct, gross negligence,
reckless, disregard of his duties or as otherwise
required by law.
13.5 Mutual Fund Registration
As a regulated mutual fund, the Fund will be
subject to the supervision of LFSA who may at
any time instruct the Fund to have its account
audited and to submit them to LFSA within such
time as it specifies. In addition, LFSA may ask
the Directors to give it such information or such
explanation in respect of the Fund as it may
reasonably require, to enable it to carry out its
duties under the Law.
The Directors must, on request, give LFSA access
to or provide at any reasonable time all records
relating to the Fund and LFSA may copy or take
an extract of a record to which it is given
access. Failure to comply with these requests by
LFSA may result in substantial fines being
imposed on the Directors and may result in LFSA
applying to the court to have the Fund wound up.
LFSA is prohibited by the Law from disclosing
any information relating to the affairs of the
Fund other than disclosure required for the
effective regulation of a mutual fund or when
required to by law or by the court or when
permitted by law in cooperation with a foreign
regulatory authority.
LFSA may take certain actions if it is satisfied
that a regulated mutual fund is or likely to
become unable to meet its obligations as the fall
due or is carrying on or is attempting to carry on
business or winding up its business voluntarily
in a manner that is prejudicial to its investors or
creditors. The powers of LFSA include, amongst
64
other things, the power to require the
substitution of Directors, to appoint a person to
advise the Fund on the proper conduct of its
affair or to appoint a person to assume control
of the affairs of the Fund. There are other
remedies available to LFSA including the ability
to apply to the court for approval of other
actions.
13.6 Miscellaneous
Since the date of its incorporation, the Fund has
not paid or declared a dividend, nor drawn up
any accounts.
Save as disclosed herein, no commissions are
payable and no discounts, brokerages or other
special terms have been granted by the Fund in
connection with the issue of the Participating
Shares.
Save as disclosed herein, no amount or benefit
has been paid or given, or is intended to be paid
or given, to any promoter.
No share or loan capital of the Fund is under
option or has been agreed conditionally or
unconditionally to be put under option or has
been issued or is proposed to be issued for a
consideration other than cash.
The Fund is not, nor has it been since its
incorporation, engaged in any litigation or
arbitration and the Directors are not aware of
any litigation or arbitration or claims pending or
threatened against the Fund.
The Fund has no subsidiaries and employees.
“If returns are going to be 7 or 8 percent
and you’re paying 1 percent for fees, that
makes an enormous difference in how
much money you’re going to have in
retirement.”- Warren Buffett
 14

POTENTIAL
CONFLICTS OF INTEREST
 POTENTIAL CONFLICTS OF INTEREST
Potential conflicts of interest exist in the
structure and operation of the Fund.
14.1 Directors
Mr. Zainudin Bin Zainon (the Directors of the
Fund) are also the director of the Fund Manager.
The Director may therefore has an interest in
certain agreements or arrangements made by
the Fund with the Director of his affiliates and
therefore such agreements or arrangements
have not been negotiated on arms' length terms.
However, the Director has fiduciary duties to the
Fund and consequently have exercised and will
exercise good faith and integrity in handling all
the Fund's affairs. Should a conflict of interest
arise the Director(s) will endeavor to ensure that
it is resolved fairly.
14.2 Fund Manager and Administrator
The Fund Manager and the Administrator are all
the same entity. However, the Fund Manager and
the Administrator are appointed to the Fund in
different capacities and owe different duties of
care in terms of the Management Agreement
and Fund Administration Agreement
respectively.
14.3 Non-Exclusivity
The Administrator, the Fund Manager and their
respective affiliates, may manage or provide
investment management, advisory or other
services in respect of investments and funds
other than those of the Fund that may create
conflicts between the interests of their other
clients and the Fund. In that aspect, the
Administrator, the Fund Manager and any of
their respective affiliates may give and take
action for their own account in the performance
of their duties to other clients that may differ
from the timing and nature of action taken with
respect to the Fund. Because of different
investment objectives and strategies, situations
67
may occur where an asset is bought or sold for
one or more managed funds (including the Fund)
and accounts, while one or more of the other
funds and accounts to which the Administrator,
the Fund Manager or any of their respective
affiliates is providing services in buying or
selling the same assets. Moreover, if the
purchases or sales of assets for two or more of
such other funds and accounts arise at or about
the same time, transactions in such assets will
be allocated, insofar as it is feasible, for the
respective funds and accounts in a manner
determined to be equitable to all. Circumstances
may arise when the purchases or sales of assets
for one or more of the funds and accounts to
which the Administrator, the Fund Manager or
any of their respective affiliates is providing
services have an adverse effect on other funds
(including the Fund) and accounts to which the
Administrator, the Fund Manager or any of their
respective affiliates is providing services.
14.4 Non-Public Information
The Administrator and the Fund Manager in the
course of their other business activities, may
obtain non-public information that would be of
value to the Fund. However, the Administrator
and the Fund Manager will be under no
obligations to use and may (depending upon the
circumstances) be legally prohibited from, using
such information for the benefit of the Fund.
Each will, at all times, have regard in such event
to its obligations to the Fund and will endeavor
to ensure that such conflicts are resolved fairly.
When making investments where a conflict of
interest may arise, the Fund Manager will act in
a fair and equitable manner as between the
Fund and its other clients.
.
14.5 Soft Dollar Commissions and Other good faith judgment of the Fund Manager, the
Trading Fees amount of the commission is reasonable in
relation to the value of the brokerage and other
In accordance with applicable law, the Fund
services provided or paid for by such broker.
Manager may effect transactions or arrange for
Such services, which may take the form of
the effecting of transactions through brokers
research, analysis and advisory services and
with whom it has arrangements whereby the
which, depending on the precise nature of the
broker agrees to use a proportion of the
services, may also take the form of market price
commission earned on such transactions to
services, electronic trade confirmation systems
discharge the broker's own costs or the costs of
or third party electronic dealing or quotation
third parties in providing certain services to the
systems, may be used by the Fund Manager in
Fund Manager. The benefits provided under such
connection with transactions in which the Fund
arrangements will assist the Fund Manager in
will not participate.
the provision of investment management
services to the Fund and to other third parties.
Specifically, the Fund Manager may agree that a
broker shall be paid a commission in excess of
the amount another broker would have charged
for effecting such transaction so long as, in the

68
 15

RISK
FACTORS
 RISK FACTORS
As with all investments, risk factor cannot be
eliminated and there can be no assurance or
guarantee that the Fund will meet its investment
objectives. Investment in the Fund is only
available to sophisticated investors who fully
understand and are willing to assume the risks
involved. Below are certain risk factors that
must be taken into consideration before
investing in Participating Shares. While the
Directors believe the following to be the most
significant, this list is not intended to be
exhaustive. Prospective investors are urged to
consult their financial adviser and other
advisers before investing in the Fund.
15.1 General Risks of Investing
An investment in the Fund is subject to all risks
incidental to the ownership of securities and
other assets, which the Fund may own directly or
indirectly. These factors include, without
limitation, changes in government rules and
fiscal and monetary policies, changes in laws
and political and economic conditions
throughout the world, and changes in general
market conditions. There can be no guarantee
that losses will not be realized by a Shareholder
in the Fund and a Shareholder may lose some or
even all of his investment. Under certain
circumstances, the Fund may be unable to
liquidate its Portfolio Investments due to the
absence of a liquid market, and consequently,
may not be able to redeem Participating Shares.
Not a Diversified Investment Fund
Although the Fund will attempt to diversify its
investment portfolio, the Fund is not obliged to
utilize common diversification techniques in the
proportion of its assets that it may invest and,
consequently, the Fund may at certain times
hold relatively few investments. The investment
of a large percentage of the Fund's assets in a
small number of Portfolio Investments may
71
cause the Fund's Net Asset Value per Share to
fluctuate more than that of a diversified
investment fund. The Fund could be subject to
significant losses if it holds a large position in a
particular investment that declines in value or is
otherwise adversely affected, including default
of the issuer.
Further the Fund's assets could be concentrated
in limited sectors. Thus, the Fund could be
adversely affected if these sectors do not
perform as well as other industry sectors.
Market Hedges
The Fund Manager may or may not hedge part of
the market risks associated with the Portfolio
Investments by using derivative transactions.
Such market hedges may under certain
circumstances result in losses to the portfolio.
In addition, the degree of correlation between
price movements of the instruments used in a
hedging strategy and price movements in the
portfolio position being hedged may vary.
Moreover, for a variety of reasons, the Fund
Manager may not seek to establish a perfect
correlation between such hedging instruments
and the portfolio holdings been hedged. Such
imperfect correlation may prevent the Fund
Manager from achieving the intended hedge or
expose the Fund to additional risk of loss.
Strategy Risk
In response to market, economic, political or
other conditions, the Fund Manager may
temporarily use a different investment strategy
for the Fund. Such a strategy could include
investing a relatively significant amount of the
Fund's assets in cash or high-quality money
market securities. If the Fund Manager does so,
it could affect the Fund's performance and the
Fund might not achieve its investment
objectives.
Interest Rate Risk will have very limited or no liquidity. Investors
should be fully aware of the long-term nature of
Interest rate increases or expectation of
their investment in the Fund and should have
increases could cause the value of debt
other financial reserves so that they are able to
securities to decline.
bear the economic risk of their entire
Legal Risks investment.

The Fund may make investment based on, or Liquidity of Investments

enter into contracts described by, significant
The Fund may invest in Portfolio Investments for
legal documents. Such documents may include
which there may not be a readily available
(but not limited to) prospectuses and other
market. Difficulties which the Fund may
offering documents as well as OTC derivative
encounter in liquidating such investments may
contracts, including contracts for differences
result in the suspension of dealing in the
and credit default swaps. Whilst the Fund
Participating Shares. See further under the
generally seeks advice on material matters,
section headed “Redemption of Shares”. As the
there can be no guarantee that any advice will
Fund may invest in Portfolio Investments which
be given accurate, that a contract will be validly
are unlisted and tradable only with the issuer,
executed by the relevant counterparty or that a
delays may occur in obtaining values for such
contract will ultimately prove to be enforceable
Portfolio Investments. All of the above could
against the relevant counterparty. Furthermore,
result in delays in the calculation of the Net
the expected outcome of these contracts or
Asset Value per Share and/or payment of any
investments may not be realized in practice. If
redemption proceeds.
these contracts or investments do not produce
the expected result, the Fund could suffer Effect of Substantial Redemptions
significant losses.
Substantial redemptions by Shareholders within
15.2 Liquidity Risks a short period of time could require the Fund to
liquidate positions more rapidly than would
The liquidity risk is one of the most important
otherwise be desirable, which could adversely
risk to consider for an alternative investment. It
affect the value of the Fund's assets. The
can be present in the following forms:
resulting reduction in the Fund's assets could
Limited Transferability and Lack of make it more difficult to generate a positive
Liquidity of Participating Shares rate of return or to recoup losses due to a
reduced equity base.
Since the Participating Shares are transferable
only with the prior approval of the Directors, In Kind Redemptions
Shareholders may not be able to sell their
The Fund intends to make all redemptions in
investments and therefore would have to utilize
cash but may make in kind redemption if it so
the Fund's redemption programed, which itself
determines. Such non-cash redemptions could
may be subject to restrictions – see further
expose investors to some or all of the risks
under the section headed “Redemption of
associated with investments as described in this
Shares”. There is no recognized market for the
Information Memorandum, including, but not
Participating Shares and Participating Shares
limited to, stock market volatility, illiquidity, etc.

72
15.3 Risk of Leverage 15.4 Currency Risk
The risk of leverage needs to be considered both Portfolio Level
at the portfolio level and within any entities that
The Portfolio of the Fund will include
the Fund invests into (“Issuers”).
investments which are denominated in a
Portfolio Level currency other than the Base Currency of the
Participating Shares and some income will be
The Fund may, at the sole discretion of the Fund
received by the Participating Shares in a
Manager, leverage its investment positions by
currency other than the Base Currency of the
borrowing funds, which will typically be secured
Participating Shares.
by the Fund's securities and other assets, from
securities broker-dealers, banks or others. Issuer Level
Borrowing money to purchase securities may
In addition and similarly, the Issuers within the
provide the Fund Manager with the opportunity
Fund will bear currency risk. Unless an Issuer
for greater capital appreciation but, at the same
hedges itself against fluctuations in the
time, will increase the Fund's exposure to
exchange rate between the currency
capital risk and higher current expenses.
denomination of the Issuer and the currencies in
Moreover, if the assets under management are
which trading is done, any potential profits
not sufficient to pay the principal of, and
could be eliminated and losses could be incurred
interest on, the debt when due, the Fund could
as a result of adverse changes in the exchange
sustain a total loss of its investment. As such,
rate.
the Fund's exposure to capital risk is enhanced.
Currency Hedging
Issuer Level
The Fund on the Issuers may enter into forward
The Fund Manager may allocate the Fund's
foreign exchange contracts or other financial
assets to Issuers which may utilize leverage in
instruments to seek to hedge against declined in
their investment programed. The use of
the value of its/their portfolio(s) as a result of
leverage, while providing the opportunity for a
changes in currency exchange rates. The
higher return in investment, also increases the
underlying portfolio of investments for the Fund
volatility of such investments and the risk of
may be pledged as collateral to secure the
loss. Investors should be aware that an
relevant forward foreign exchange contracts.
investment programed utilizing leverage is
Hedging against a decline in the value of
inherently more speculative, with a greater
portfolio position does not eliminate fluctuations
potential for losses, than a programed that does
in the value of the portfolio position or prevent
not utilize leverage. More precisely the Issuers
losses if the value of such position declines, but
may, to different degrees, acquire contracts with
establishes other positions designed to gain
a gross value substantially in excess of the value
from those same developments thus offsetting
of the Fund's assets allocated to this account.
the decline in the portfolio positions' value.
The use of leverage makes it possible for Issuers
Such hedging transactions also limit the
in which the Fund has invested to suffer losses
opportunity for gain if the value of the hedged
on any open position in excess of the assets
portfolio position should increase.
allocated to such position as margin or of any
line of credit permitting such Issuers to
maintain such position.

73
The Fund/Issuers are not obliged to enter into
currency hedging transactions and may decide
not to do so in given circumstances. The success
of any hedging transaction depends upon the
ability of the Fund Manager to predict correctly
movements in currency exchange rates.
Consequently, unanticipated changes in
currency exchange rates may result in a poorer
overall performance for a given portfolio than if
the Fund Manager had not engaged in any such
hedging transaction.
15.5 Fund Structure and Eligibility
Fund Newly Established
The Fund is newly established with no operating
history, having been incorporated on 23
November 2017.
No or Limited Voting Rights
Except in relation to a proposed variation of the
rights attaching to the Participating Shares (as
described under the section headed “Share
Capital”), only the Ordinary Shares shareholder
have voting rights. Therefore the Ordinary
Shares shareholder can appoint and remove the
Directors of the Fund. Only the Directors may
terminate the services of the Administrator,
Fund Manager, Custodian and other agents of
the Fund and appoint replacements.
Mandatory Redemptions
The Fund has the right to require, thirty (30)
days’ notice, the compulsory redemption or
transfer of all Participating Shares held by a
Shareholder if the Directors of the Fund
determine that the Participating Shares are held
for the benefit of any non-eligible Shareholder.
The Fund also reserves the right to require
compulsory redemption or transfer of all
Participating Shares held by the Shareholder if,
in the opinion of the Directors, the ownership of
the Participating Shares by the Shareholder is ,
or may be unlawful or harmful or injurious to the
business or reputation of the Fund, or if on any
Valuation Day the total value of Participating
Shares held by the Shareholder is less than the
equivalent of USD 56,800.00 (as at the date of
this Information Memorandum) which is at any
time the minimum value of investment shall not
be lesser than Ringgit Malaysia Two Hundred
and Fifty Thousand (RM250,000.00) only or its
equivalent in any foreign currency and in certain
other circumstances. See further under the
section headed “Redemption Shares”.
Changes in Applicable Law
The Fund and the Issuers in which the Fund is
invested must comply with various legal
requirements, including requirements imposed
by the securities laws, tax laws and pension laws
in various jurisdictions. Should any of those laws
change, the legal requirements to which the
Fund, the Shareholders and such Issuers may be
subject could differ materially and adversely
from current requirements.
Taxation
Although the Fund and the Fund Manager will
attempt to structure the investments of the
Fund in a manner that is generally tax efficient
for the Fund and the Shareholders, there is no
assurance that the structure of such
investments will be tax efficient for any
particular Shareholder or that any particular tax
result will be achieved. Prospective investors
must consult their own professional advisers
with respect to the tax consequences to them of
an investment in the Fund under the laws of the
jurisdictions in which they are subject to
taxation.

74
Importance of the Fund Manager
The Fund Manager makes decisions for the Fund
in investing the Fund's capital and choosing
specific Portfolio Investments. The Fund's
success depends, to a large extent, upon the
Fund Manager's ability to choose appropriate
Portfolio Investments. In addition, if any of the
officers of the Fund Manager cease to
participate in the operation of the Fund Manager
to the extent they relate to the operations of the
Fund for any reason, the operations, objectives
and activities of the Fund may be adversely
affected.
Potential Conflicts of Interests
Potential conflicts of interest exist in the
structure and operation of the Fund. Please see
further under the section headed “Potential
Conflicts of Interest”.
Cross Class Liability
The Fund has one class of Participating Shares
but further classes of Participating Shares may
be created in the future. However, the Fund is a
single legal entity and all of the assets of the
Fund may be available to meet the Fund's
liabilities, regardless of the separate portfolio to
which such assets or liabilities are attributable.
In practice, cross class liability will usually only
arise where any class of Participating Shares
becomes insolvent or exhausts its assets and is
unable to meet all of its liabilities. In this case,
all of the assets of the Fund attributable to any
other classes of Participating Shares may be
applied to cover the liabilities of any insolvent
class of Participating Shares.
75
No Independent Legal Review
Prospective investors should note that the Fund
is represented by Razakmoeis Partnership., 2H,
Jalan Jubli Perak 22/1, Seksyen 22, 40300
Shah Alam, Selangor, Malaysia in respect of
matters of Malaysian law and its branch located
at Lot No. 20A, Level 1, Lazenda Commercial
Centre Phase 3, Jalan OKK Abdullah, 87000
Federal Territory of Labuan, Malaysia in respect
of matters of Labuan's financial rules and
regulations. Prospective investors are
encouraged to seek the advice of independent
legal counsel in evaluating the terms and risks
of investing in the Fund.
15.6 Fees and Indemnities
Indemnities
The Directors, the Fund Manager, the
Administrator, the Custodian, the Auditors and
their respective affiliates, are entitled to be
indemnified in certain circumstances. As a
result, there is a risk that the Fund's assets will
be used to indemnify such persons, companies
or their employees or to satisfy their liabilities
as a result of their activities in relation to the
Fund.
Dividend Policy
Payments of dividends on the Participating
Shares are currently contemplated. However,
payments of dividends cannot be assured and
those who anticipate the need for regular
income from dividends from their investments
should not invest in the Fund.
Transaction Costs
The Fund's investment approach may involve a
high level of trading and turnover of the Fund's
investments which may generate substantial
transaction costs which will be borne by the
Fund.
Amortization of Organizational Costs
The Fund's financial statements will be
prepared in accordance with International
Financial Reporting Standards (IFRS). IFRS does
not permit the amortization of organizational
costs. Notwithstanding this, the Directors have
resolved to amortize the organizational costs
and may, at the discretion of the Directors,
amortize the organizational costs relating to the
Participating Shares over a period of time. The
financial statements of the Fund may therefore
be qualified in this regard.
15.7 Trading and Investment Technique
Risks
Substantial risks are involved in the trading of
equity and fixed income securities, including
options. Market movements can be volatile and
are difficult to predict. Government activities
can have a profound effect on interest rates,
which, in turn substantially affects securities
prices, as well as the liquidity of such markets.
Politics, recession, inflation, employment levels,
trade policies, international events, war and
other unforeseen events can also have
significant impact upon the prices of securities.
A variety of possible actions by various
government agencies also can inhibit the
profitability of the Fund's business and the
Issuers in which the Fund is invested or can
result in losses. Such events, which can result in
high market movements and volatile market
conditions, create the risk of catastrophic losses
for the trading entities in which the Fund will
invest.
76
Market and Liquidity Risks
The Issuers chosen by the Fund may employ
various techniques to attempt to reduce a
portion of the risks inherent in their respective
trading strategies. The liability to achieve the
desired effect through a particular technique is
dependent upon many factors, including the
liquidity of the market at the desired time of
execution. Thus, substantial risk remains that
such techniques cannot always be implemented
or effective in reducing losses. The activities
undertaken by Portfolio Companies in which the
Fund invests may involve, amongst other things,
investment in stocks, bonds, derivatives and
cash equivalents and may involve a high degree
of leverage. Accordingly, the investments are
subject to the general volatility and swings of all
securities, bonds, money and other markets and
a relatively small price movement may result in
substantial and immediate losses in excess of
the amount committed to this entity's positions.
At various times, the markets for exchange-
listed equity securities and fixed income
securities and options and/or other securities
may be “thin” or illiquid, making purchases or
sales of securities at desired prices or in desired
quantities difficult or impossible. In addition,
options prices are extremely volatile. The value
and volatility of trading in these markets
depends in part on general public interest and
public opinion concerning economic conditions
as well as the liquidity provided by market
makers and specialists. The liquidity of the
market may also be affected by a halt in trading
on a particular futures or securities exchange or
exchanges. Illiquid markets may make it difficult
for Issuers in which the Fund invests to get an
order executed at a desired price.
Trading Strategies May Not Be Successful government policies and actions with respect to
economic, exchange control, trade, monetary,
There can be no assurance that any trading
military and other issues. These price
method employed by the Issuers in which the
movements could result in significant losses to
Fund invests will produce profitable results and
the Fund. Conversely, the absence or a low
the past performance of these Issuers is not
degree of volatility may reduce the opportunities
necessarily indicative of their future
for potential profitable transactions and
profitability. Profitable trading is often
adversely affect the performance of the Fund.
dependent on anticipating trends or trading
patterns, or on convergence of mispriced assets. Issuers with Smaller Market
In addition, markets experiencing random price Capitalizations
fluctuations, rather than defined trends or
Investments in companies with smaller market
patterns, may generate a series of losing trades.
capitalizations, including companies generally
There have been periods in the past when the
considered to be small cap issuers and medium-
markets have been subject to limited and ill-
sized companies, may involve greater risks and
defined price movements, and such period may
volatility than investments in larger companies.
recur. Any factor which may lessen major price
Companies with smaller market capitalizations
trends (such as governmental controls affecting
may be at an earlier stage of development, may
the markets) may reduce the prospect for future
be subject to greater business risks, may have
trading profitability. Any factor which would
limited product lines, limited financial resources
make it difficult to execute trades, such as
and less depth in management than more
reduced liquidity or extreme market
established companies. In addition, these
developments resulting in prices moving the
companies may have difficulty withstanding
maximum amount allowed in a single day could
competition from larger more established
also be detrimental to profits or cause losses.
companies in their industries. The securities of
Increases in margin levels on securities
companies with smaller market capitalizations
(including options) may occur in the future
may be thinly traded (and therefore have to be
trading. Such increased margin and other
sold at a discount from current market prices or
potential regulatory changes may adversely
sold in small lots over an extended period of
impact the trading strategies. No assurance can
time), may be followed by fewer investment
be given that the trading techniques and
research analysts and may be subject to wider
strategies of Issuers will be profitable in the
price swings and thus may create a greater
future.
chance of loss than investing in securities of
Volatility larger capitalization companies. In addition,
transaction costs in smaller capitalization
There are a large number of risks inherent in
stocks may be higher than those of larger
trading of the nature contemplated by the Fund.
capitalization companies.
Price movements are volatile and are affected
by a wide variety of factors, including changing
supply and demand relationships, credit spread
fluctuations, interest rate and exchange rate
fluctuations, international events and

77
Common Stocks and Equities protection rights, no assurance can be given as
to whether such rights will provide adequate
Common stocks are shares of a corporation or
protection to the investment. The Investors will
other entity that entitle the holder to a pro rata
not have any rights (such as shareholder/voting
share of the profits of the corporation, if any,
rights) in the Issuers.
without preference over any other shareholder
or class of shareholders, including holders of the Performance of Issuers
entity's preferred stock. Common stock usually
The Investment performance of the Fund will
carries with it the right to vote and frequently
depend upon the performance of the companies
an exclusive right to do so. Common stocks do
in which the Fund has invested. There can be no
not represent an obligation of the issuer, and do
assurance that the companies will achieve
not offer the degree of protection of debt
profitable operations. The performance of the
securities. The issuance of debt securities or
companies and the value of the Fund's interests
preferred stock by an issuer will create prior
in the companies may be adversely affected by
claims which could adversely affect the rights of
numerous factors, including, for example, (I)
holders of common stock with respect to the
business, economic and political conditions in
assets of the issuer upon liquidation or
jurisdictions where investments have been made
bankruptcy. The market price for convertible
and other parts of the world; (ii) the supply of
bonds, which are typically bonds offering a
and demand for the goods, products and
stated interest rate that are convertible into
services provided or sold by companies; (iii)
common stock at a specified price or conversion
changes and advances in technology that may,
ratio, will tend to fluctuate in relationship to the
among other things, render goods products and
price of the common shares into which it is
services sold by the companies obsolete; (iv)
convertible.
actual and potential competition from other
Shareholder Rights and Remedies companies; (v) applicable laws including those
concerning land acquisition, land ceiling, rent
As a shareholder in Issuers, the Fund may not
control and (vi) leasing risks and repositioning
enjoy rights comparable to those of
risks. Certain companies may need substantial
shareholders of companies organized in other
additional capital to support growth or to
countries, and remedies available under local
achieve or maintain a competitive position. Such
law for any violation of those rights 9and any
capital may not be available on attractive terms
additional shareholder rights that might be
at all.
created in a company's articles of association or
by contract) may not be as favorable as those Risks of Participating in Management of
available under the laws of other jurisdictions. Issuers
Certain equity thresholds in companies for
The Fund is likely to have an influential stake in
control, decision-making and protection of
companies or a right to nominate a
shareholder rights may apply. The Fund may hold
representative on the board of directors of
a minority interest in certain Issuers and,
companies. While this would grant the Fund
therefore, may have a limited ability to protect
more opportunities to positively influence the
its position in such companies. Though, the Fund
success of a company, it can also lead to greater
proposes to acquire appropriate minority

78
exposure to the Fund. For example,
representation on the board of directors of a
company may result in the Fund being held
responsible by the creditors and/or investors of
a company for obligations of the company.
Consequently, the Fund may be exposed to the
risk of litigation. Defending any such claims may
be very costly and time-consuming.
Political Climate and Extremism
There are countries which are historically
subject to political instability and their
prospects are tied to the continuation of
economic and political liberalization in the
region. Instability may result from factors such
as government or militarily intervention in
decision-making, terrorism, civil unrest,
extremism or hostilities between neighboring
countries. An outbreak of hostilities could result
in substantial losses to the Fund. Extremist
groups in certain countries have traditionally
held anti-Western views and are opposed to
openness to foreign investments. If these
movements gain strength they could have a
destabilizing effect on the investment activities
of the Fund.
Corporate Disclosure, Accounting and
Regulatory Standards
Companies in some countries are not subject to
disclosure, accounting, auditing and financial
standards which are equivalent to those
applicable in more developed countries. Such
information as is available is often less reliable.
There is less rigorous government supervision
and regulation. Regulatory regimes relating to
foreign investments are still in their infancy in
these countries. This may mean that rules are
being applied for the first time or inconsistently
which may result, inter alia, in the amount and
nature of information available to the Fund
79
about investee companies and potential
investments being inconsistent from time to
time and from company to company. In addition,
companies involved in the provision of financial
and investment services have only recently been
subject to a more developed regulatory regime,
and, in particular, to restrictions on the
disclosure of information. In particular, new
regulations drafted to impose strict
requirements and conditions of such companies
equivalent to those in more of the developed
markets have not all been implemented as yet.
Environmental Matters
The Fund may invest in companies that are
subject to changing and increasingly stringent
environmental and health and safety laws,
regulations and permit requirements, and there
can be no guarantee that all costs and risks
regarding compliance with the environmental
laws and regulations can be identified.
No or Limited Availability of Insurance
against Certain Catastrophic Losses
Certain losses of a catastrophic nature, such as
wars, earthquakes, typhoons, terrorist’s attacks
or other similar events, may be either
uninsurable or insurable at such high rates that
to maintain such coverage would cause an
adverse impact on the related investments.
Governmental Approvals
Certain governmental approvals may be required
before the Fund can make certain investments.
As such, the Fund cannot be certain that such
approvals will actually be obtained.
Debt Securities
The Fund may invest in both investment grade
and sub-investment grade debt securities in the
expectation that positive returns can be made.
For investment grade securities this will
normally be with an assumption that the issuer
will be able to make payment of interest and/or
principal which will be part of the returns
together with any appreciation of the debt
security. For sub-investment grade securities or
debt securities that are distressed, payments of
interest or of principal may or may not be
assumed but there could be other opportunities
to generate a positive return from an
investment. Sub-investment grade debt
securities are subject to a greater risk of loss of
principal and interest than higher-rated debt
securities. The Fund may invest in distressed
debt securities which are subject to a significant
risk of the issuer's inability to meet principal
and interest payments on the obligations and
may also be subject to price volatility due to
such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer
and general market liquidity risk. The Fund may
invest in debt securities which rank junior to
other outstanding securities and obligations of
the issuer, all or a significant portion of which
may be secured on substantially all of that
issuer's assets. The Fund may also invest in debt
securities that are not protected by financial
covenants or limitations on additional
indebtedness and may invest in debt securities
or obtain exposure to those debt securities by
selling the securities short.
The issuers of debt securities may default on
their obligations, whether due to insolvency,
bankruptcy, fraud or other causes and their
failure to make scheduled payments could cause
the Fund to suffer significant losses. The Fund
will therefore be subject to credit, liquidity and
interest rate risks. In addition, evaluating credit
risks for debt securities involves uncertainty
because credit rating agencies throughout the
world have different standards, making
comparison across countries difficult. Also, the
80
market for debt securities may be inefficient
and illiquid, making it difficult to accurately
value financial instruments.
Undervalued/Overvalued Securities
The Fund may identify and invest in undervalued
or overvalued securities (“misvalued
securities”). The identification of investment
opportunities in misvalued securities is a
difficult task, and there can be no assurance
that such opportunities will be successfully
recognized. While purchases of undervalued
securities and short sales of overvalued
securities offer opportunities for above-average
capital appreciation, these investments involve a
high degree of financial risk and can result in
substantial losses. Returns generated from the
Fund's investments may not adequately
compensate for the business and financial risks
assumed.
The Fund may make certain speculative
investments in securities which the Fund
Manager believes to be misvalued, however,
there can be no assurance that the securities
purchased and sold will in fact be misvalued. In
addition, the Fund may be required to maintain
positions in such securities for a substantial
period of time before realizing their anticipated
value. During this period, a portion of the Fund's
capital may be committed to the securities, thus
possibly preventing the Fund from investing in
other opportunities. In addition, the Fund may
finance any such purchases with borrowed funds
and this will have to pay interest on such funds
during such waiting period.
Derivatives Generally
The Fund may utilize both exchange-traded and
over-the-counter derivatives, including, but not
limited to, futures, forwards, swaps, options and
contracts for differences, as part of its
investment policy. These instruments can be
highly volatile and expose investors to a high Political and economic developments may affect
risk loss. The low initial margin deposits a single issuer, issuers within an industry, sector
normally required to establish a position in such or geographic region or the market as a whole.
instruments permit a high degree of leverage. As Securities listed on certain stock exchanges may
a result, depending on the type of instrument, a have low market capitalization and trading
relatively small movement in the price of a volume. There can be no assurance that sales on
contract may result in a profit or a loss which is the applicable stock exchanges will provide a
high in proportion to the amount of funds viable exit mechanism for the Fund investments.
actually placed as initial margin and may result
Certain stock exchanges utilize “circuit
in unquantifiable further loss exceeding any
breaker” systems under which trading in
margin deposited. In addition, daily limits on
particular stocks or entire trading could
price fluctuations and speculative positions
potentially be suspended on account of
limits on exchanges may prevent prompt
excessive volatility in a stock or on the market.
liquidation of positions resulting in potentially
Such disruptions could significantly impact the
greater losses. Transactions in over-the-counter
ability of the Fund to sell its investments.
contracts may involve additional risk as there is
Further, such volatility could also create liability
no exchange market on which to close out an
on the Fund to bring in additional margin.
open position. It may be impossible to liquidate
Factors like these could adversely affect the
an existing position, to assess the value of a
Fund's performance.
position or to assess the exposure to risk.
Contractual asymmetries and inefficiencies can Short Selling
also increase risk, such as break clauses,
The Fund may sell securities short. Short selling
whereby a counterparty can terminate a
involves trading on margin and accordingly can
transaction on the basis of a certain reduction in
involve greater risk than investments based on a
Net Asset Value, incorrect collateral calls or
long position. A short sale of a security involves
delays in collateral recovery. The Fund also sell
the risk of a theoretically unlimited increase in
covered an uncovered options on securities. To
the market price of the security, which could
the extent that such options are uncovered, the
result in an inability to cover the short position
Fund could incur an unlimited loss.
and a theoretically unlimited loss. There can be
Stock Market Volatility no guarantee that securities necessary to cover
a short position will be available for purchase.
Stock markets are volatile and may decline
significantly in response to adverse political, Commodities and Catastrophe Risks
regulatory, market or economic developments.
The Fund could be exposed to commodities risks.
Different parts of the market and different types
Commodities include precious and base metals,
of equity securities may react differently to
agricultural and forestry products (e.g. grains,
these developments. For example, small cap
softs and meats), and energy (oil, gas, etc.). The
stocks may react differently than large cap
Fund may invest in commodity futures, forwards
stocks.
and options, however they may also invest in
physical commodity assets. It should be noted
that commodities prices bear specific risks.

81
Some commodities may be traded globally but
only covered by relatively few players, and
thereby be exposed to significant liquidity and
price gap risks. In addition, the Fund may also
invest in catastrophe bonds or otherwise be
exposed to insurance and reinsurance risks
related to natural events such as weather, wind
and earthquake events.
Emerging Markets
Investing in new or emerging market assets
involves certain risks and special considerations
not typically associated with investing in other
more established economies or markets. Such
risks may include: (i) the risk of nationalization
or expropriation of assets or confiscatory
taxation; (ii) social, economic and political
uncertainty including war; (iii) price
fluctuations, less liquid and smaller markets; (iv)
currency exchange rate fluctuations; (v) rates of
inflation (including hyperinflation); and (vi)
governmental involvement in and control over
the economies.
Options Particular Risks:
Call Options
The Fund may purchase and sell call options.
There are risks associated with the sale and
purchase of call options.. the seller (writer) of a
call option which is covered (e.g. the writer
holds the underlying security) assumes the risk
of a decline in the market price of the
underlying security below the purchase price of
the underlying security less the premium
received, and gives up the opportunity for gain
on the underlying security above the exercise
price of the option. The seller of an uncovered
call option assumes the risk of a theoretically
unlimited increase in the market price of the
underlying security above the exercise price of
the option. The buyer of a call option assumes
the risk of losing his entire investment in the
call option.
82
Put Options
The Fund may affect transactions in put options.
There are risks associated with the sale and
purchase of put options. The seller (writer) of a
put option which is covered (e.g. the writer has a
short position in the underlying security)
assumes the risk of an increase in the market
price of the underlying security above the sales
price (in establishing the short position) of the
underlying security plus the premium received,
and gives up the opportunity for gain on the
underlying security below the exercise price of
the option. The seller of an uncovered put option
assumes the risk of a decline in the market
price of the underlying security below the
exercise price of the option. The buyer of a put
option assumes the risk of losing his entire
investment in the put option. If the buyer of the
put holds the underlying security, the loss on the
put will be offset in whole or in part by any gain
on the underlying security.
Option Buyer's Risk of Loss of Entire
Investment
As the remaining life of an option shortens with
the passage of time, its time value is reduced
until it reaches zero upon expiration. This means
that if the option is at the money or out of the
money at expiration, the option buyer who
neither sells it in the secondary market nor
exercises it prior to expiration will lose his
entire investment in the option.
Unlimited Losses for Uncovered Call
Writers
To the extent the Fund takes uncovered short
positions in call options (e.g. short positions in
calls that are not offset by related options
positions and are not covered by ownership of
the underlying interest), potentially unlimited
losses could be incurred. Anything that may
cause the price of the underlying interest to rise
dramatically, such as the announcement of a
tender offer or various other major corporate
events for an underlying stock at a substantial
premium above the prevailing market price, can
cause large losses for uncovered call writers.
Assignment of Puts or Calls
Substantial losses may result under certain
circumstance if a hedged position becomes a
long or short position due to the assignment of
the short put or short call option of the hedge
position. Under normal market conditions, the
remaining portion of the previously hedged
portion may be liquidated or otherwise adjusted
to limit exposure to price changes. Suspension
of trading of the option or underlying securities
followed by a price gap at the reopening of
trading might result in substantial losses.
15.8 Counterparty Risks
Suspension of Trading
Securities and futures exchanges typically can
suspend or limit trading in any instrument
traded on the exchange. A suspension could
render it impossible to liquidate positions and
thereby expose the Fund to substantial losses.
Clearing House
All standardized contracts (whether options or
futures) are negotiated through a specific
clearing house. The Fund deals only with the
clearing house (as any other counterparty does)
and has therefore only an exposure to the
clearing house. The dealing in these contracts is
allowed through margin accounts that need to
be maintained at a certain level depending on
the market and the clearing house. The
counterparty risk is therefore well managed and
mitigated for all participants.
However a non-negligible systematic risk
remains that the clearing house may become
insolvent or more exactly has to interrupt the
trading on the exchange (as it has the right to
do so) in order for all counterparties to pay their
margin calls. Positions are automatically closed
in the event margin calls are not met and in
such an event the Fund could have some or all
these positions closed out without its consent.
Over-the-Counter Transactions
A portion of the transactions affected by the
Fund may utilize the over-the-counter market
for their execution. Trading instruments
(options, forwards, swaps, CDS, etc.) in the over-
the-counter market is subject to counterparty
risk and is without the protections afforded by
transactions effected through the clearing
houses. Various agreements can help mitigate
these risks such as the ISDA agreement, which
allows netting the exposures of multiple
contracts between two given counterparties.
Failure of Custodians
Financial institutions such as broker-dealers and
banks will have custody of the assets of the
Fund, including their margin deposits. Financial
difficulty, fraud and misrepresentation at one of
these institutions could impair the operational
capabilities or capital position of the Fund.
15.9 Valuation Risks
The Nat Asset Value per Share is expected to
fluctuate over time with the performance of the
Fund's investments. A Shareholder may not fully
recover his initial investment when he chooses
to redeem his Participating Shares or upon
compulsory redemption if the Net Asset Value
per Share at the time of such redemption is less
than the subscription price paid by such
Shareholder.

83
The Net Asset Value per Share varies depending THE FOREGOING LIST OF RISK FACTORS
on the value of assets of the Fund and the value DOES NOT PURPORT TO BE A COMPLETE
of the Portfolio Investments, whose values in ENUMERATION OR EXPLANATION OF THE
turn depend on factors beyond the control of the RISKS INVOLVED IN AN INVESTMENT IN THE
Fund, such as interest rates, exchange rates, FUND. PROSPECTIVE INVESTORS SHOULD
commodity prices, equity prices and investor READ THIS ENTIRE INFORMATION
demand. Some of the Fund's investments will MEMORANDUM AND CONSULT THEIR OWN
tend to be more illiquid in nature than others. COUNSEL AND ADVISERS BEFORE DECIDING
Illiquid assets are difficult to value and as a TO INVEST IN THE FUND.
consequence the Net Asset Value per Share may
prove to be inaccurate. In addition, the
calculation of the Fund's investments in the
Portfolio Investments, may be based on values
reported by third parties which generally will be
unaudited. The Fund is entitled to rely on
reported values of the Portfolio Investment
without independent verification. These reports
maybe subject to subsequent revision which may
result in adjustments to the Net Asset Value per
Share. The Fund, in the sole discretion of the
Directors, may but will not required to
retroactively recalculate the Net Asset Value
and the Net Asset Value per Share to reflect any
later adjustment. Consequently, the Net Asset
Value per Share used to effect purchases and
redemptions may prove to be inaccurate and
accordingly adjustments may be made to
purchases and redemptions.

“There is nothing wrong

with a ‘know nothing’
investor who realizes it. The
problem is when you are a
‘know nothing’ investor but
you think you know
something.”-Warren Buffett

84
“Success in investing doesn’t
correlate with IQ. What you
need is the temperament to
control the urges that get
other people into trouble in
investing.”-Warren Buffett
APPENDICES
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95
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 DEED OF
SECURITY
Sample Draft Deed Of Security

99
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CDS Capital & Investment Inc [LL14242]

KL Office:
3.02D [East Wing] Level 3
Menara BRDB Bangsar
59000 KUALA LUMPUR, MY

+603-2297 7414

https://www.cdscapitalgroup.com