Strictly Private & Confidential — Draft for Discussion — Subject to Legal, Tax & Regulatory Review
Section III

Capital Structure & Returns

How capital is raised, structured, and returned to investors across four lock‑up tiers.

06 Capital Raising Structure

Private placement across four lock‑up tiers

The Fund will raise capital solely from individual investors via private placement, subject to applicable securities laws and any exemptions or licensing requirements in the jurisdiction of offer. Each investor subscribes under one of four lock‑up tiers, selected at subscription, which determines the applicable base return, administrative cost treatment, and eligibility for the Special Pool Fund bonus.

1

Investor Subscribes

Capital is committed via private placement subscription documentation.

2

Selects Lock‑Up Tier

One of four tiers is chosen at subscription — 12, 24, 36 or 60 months.

3

Base Return Determined

The selected tier fixes the applicable base return and administrative cost treatment.

4

Special Pool Eligibility Set

36‑ and 60‑month tiers gain eligibility for the Special Pool Fund bonus.

Figure 5 — Lock‑up tenure by investor tier. Ranging from a 12‑month minimum commitment to a 60‑month maximum commitment. Full tier terms are set out in Section 7.

6.1 Fund Structure

SPV & Master Fund architecture

Each lock‑up tier subscribes through its own SPV; capital is aggregated by a Limited Partner SPV and deployed through a Master Fund managed by the Management Company.

SPV and Master Fund structure diagram Four tier SPVs aggregate into a Limited Partner SPV, which contributes an LP interest to the Master Fund. The Management Company manages the Master Fund, which deploys equity and debt financing into investee companies. capital pooled across all tiers LP interest contributed to the Master Fund manages equity + debt financing Tier 1 SPV 12‑month lock‑up Tier 2 SPV 24‑month lock‑up Tier 3 SPV 36‑month lock‑up Tier 4 SPV 60‑month lock‑up Limited Partner SPV Aggregates all tier SPV subscriptions as the Fund's limited partner Management Company Appoints & directs the Master Fund Master Fund Deploys pooled capital as equity and debt financing across the portfolio Investee Companies Publicly listed ASEAN companies, nine priority sectors
07 Investor Return & Lock‑Up Structure

Four tiers, from 12 to 60 months

Lock‑Up TierMin. TenureBase Return (p.a.)Admin CostSpecial Pool BonusIndicative Net Return
Tier 112 months (min.)8%1.5% (deducted)Not applicable6.5% p.a.
Tier 224 months10%NoneNot applicable10% p.a.
Tier 336 months12%None+3% from Special PoolUp to 15% p.a.
Tier 460 months12%None+6% from Special PoolUp to 18% p.a.
6.5%
Tier 1
12 months
10%
Tier 2
24 months
Up to 15%
Tier 3
36 months
Up to 18%
Tier 4
60 months

The Special Pool Fund bonus for Tier 3 and Tier 4 is performance‑linked and not guaranteed. The Special Pool Fund balance is expected to compound at an average of 30–40% per year, indicative not guaranteed. Net returns above assume the bonus is achieved in full.

08 Special Pool Fund Mechanism

A performance‑linked waterfall for Tier 3 & 4

The Special Pool Fund is the mechanism by which Tier 3 (36‑month) and Tier 4 (60‑month) investors receive their additional 3% and 6% return enhancement respectively, derived from the Fund's gross profits after deducting the administrative cost and all payables.

1
Gross profit of the FundStarting point
100%
2
Less: Administrative cost5% of gross profit
−5%
3
Less: All payablesTier 1 & 2 base payouts, operating liabilities, third‑party obligations
−payables
4
Balance = Special Pool FundDistributable to Tier 3 & Tier 4 investors
balance
Tier 3 Bonus
+ up to 3%
on top of 12% base return
Tier 4 Bonus
+ up to 6%
on top of 12% base return
Expected Pool Growth
Avg. 30–40%/yr
Indicative only; not a guaranteed outcome.

Because the Special Pool Fund is derived from actual realised gross profit after costs and payables, the bonus payable in any period depends on underlying financing performance and is capped at the stated maximum (3% or 6%).

09 Fee & Cost Summary

Transparent, tier‑specific cost treatment

12‑month lock‑up

Tier 1

1.5% administrative cost is deducted directly from the investor's return, reducing the 8% base return to an indicative 6.5% net return.

24‑month lock‑up

Tier 2

No administrative cost is charged against the investor's 10% base return.

36‑ / 60‑month lock‑up

Tier 3 & 4

No administrative cost is charged against the 12% base return; investors instead participate in the Special Pool Fund, which itself bears a 5% administrative cost at the Fund level before distribution.

This structure ensures administrative costs are transparently disclosed and applied consistently — either as a direct deduction from the investor's return (Tier 1) or embedded within the Special Pool Fund waterfall (Tiers 3 and 4).

Next — Section IV
Risk & Governance
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