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Appendix F – Investment through the Mauritian Subsidiary
1. Investment through the Mauritian Subsidiary
It is not the intention to hold directly investments in India made for the Aberdeen Global – India Opportunities Fund. Instead,
Aberdeen Global will hold investments through Aberdeen Global India Opportunities Fund (Mauritius) Limited (formerly
Aberdeen International India Opportunities Fund (Mauritius) Limited) (the “Mauritian Subsidiary”), its wholly-owned
subsidiary company. The Mauritian Subsidiary will hold all of the India Opportunities Fund’s investments in India. The
Custodian holds the assets and shares of the Mauritian Subsidiary.
Mauritius is a widely used jurisdiction for investing on a collective basis into India. Hence it has developed an infrastructure
to support such vehicles encompassing the full range of administration services. The Mauritian Subsidiary was established to
benefit from such infrastructure in a time zone which is in between that of India and Luxembourg. Further, it is expected that
the Mauritian Subsidiary should be governed by the provisions of the India- Mauritius Double Tax Avoidance Treaty. If it is
no longer beneficial to invest indirectly through the Mauritian Subsidiary, Aberdeen Global – India Opportunities Fund may
elect to invest directly in India.
Aberdeen Global India Opportunities Fund (Mauritius) Limited was incorporated on 13 September 1996 as a limited liability
company under the Companies Act 1984 and is registered as an Offshore Company under the Mauritius Offshore Business
Activities Act 1992 with ‘ordinary status’. The Mauritian Subsidiary is a wholly owned subsidiary of Aberdeen Global. The
Mauritian Subsidiary has been granted approval by the Securities and Exchange Board of India (“SEBI”) as a sub-account of
Aberdeen Asset Managers Limited. Aberdeen Asset Managers Limited is registered with SEBI as an FII.
Aberdeen Global – India Opportunities Fund is authorised to invest only in accordance with the investment objective,
policies and restrictions set out in this Prospectus. Aberdeen Global – India Opportunities Fund will advance monies to the
Mauritian Subsidiary principally by means of subscription for shares, but may also enter into loans, debt instruments and
convertible debt instruments of all kinds to the extent permitted by the Regulations.
The India Opportunities Fund and the Mauritian Subsidiary are viewed as one entity for compliance with the Code on Unit
Trusts and Mutual Funds issued by the Securities and Futures Commission in Hong Kong.
2. Mauritian Subsidiary
The operations of the Mauritian Subsidiary will be carried on under the supervision and direction of the board of directors of
the Mauritian Subsidiary which will also be responsible for the monitoring of the Mauritian Subsidiary’s investments and
performance and for providing advisory services to the exclusive benefit of Aberdeen Global, including in relation to
massive redemptions in the sub-fund. The investment policy of the Mauritian Subsidiary will be the same as that of the India
Opportunities Fund as set out on page 5. The board of directors of the Mauritian Subsidiary comprises individuals with
extensive experience in financial markets.
The board of directors of the Mauritian Subsidiary will comprise at least two locally resident Mauritius directors. Two
directors who are present in Mauritius will be required for a quorum of the Mauritian Subsidiary. The directors of Aberdeen
Global form the majority on the board of the Mauritian Subsidiary.
The board of directors of the Mauritian Subsidiary will meet at least twice each year in Mauritius; the first to approve halfyearly
accounts of the Mauritian Subsidiary and the second to approve the annual accounts. Any other matters of strategic
importance to the Mauritian Subsidiary will also be considered at such board meetings.
At the regular board meetings, the directors of the Mauritian Subsidiary will review the investment performance of the
Mauritian Subsidiary and, in conjunction with the Investment Adviser, develop investment strategies for the following halfyearly
period. The board will, inter-alia, confirm allotment of shares, approve the use of the company seal, determine the
date and venue of the Annual General Meeting of the shareholders of the Mauritian Subsidiary and instruct the company
secretary to make appropriate arrangements. The board will ensure that appropriate agreements/contracts are executed with
the different agencies that will provide services to the Mauritian Subsidiary.
The board of the Mauritian Subsidiary will review any non-routine operational matters and will expect to be advised by its
legal advisers, auditors and administrators on any changes in the regulatory and tax environment which may impact on the
Mauritian Subsidiary.
Other board meetings of the Mauritian Subsidiary, which are of a more routine nature, may be conducted by telephone
conference call, with at least two resident directors present in Mauritius. Such meetings will be chaired from Mauritius.
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