CONFIDENTIAL OFFERING MEMORANDUM RELATING TO THE OFFER OF PARTICIPATING SHARES OF

Franklin Diversified High Yield Global Sukuk 2022 Fund

a Cayman Islands exempted company

Investment Manager Franklin Templeton Investments (ME) Limited

Gate Building, East Wing, Level 2 Dubai International Financial Centre

PO Box 506613 Dubai

United Arab Emirates

THE OFFER OR SALE OF SHARES IN THE UNITED STATES OR TO UNITED STATES PERSONS AS DEFINED HEREIN IS EXPRESSLY PROHIBITED

15 November 2017

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IMPORTANT INFORMATION This Confidential Offering Memorandum (the "Confidential Offering Memorandum") is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible investment by the recipient in the Shares described herein, and it is not to be reproduced or distributed to any other persons. You should not construe the contents of this Confidential Offering Memorandum as legal, tax, or financial advice. If you are in any doubt about the contents of this Confidential Offering Memorandum, you should consult your bank, stockbroker, solicitor, accountant or other financial advisor. No one is authorised to give any information other than that contained in this Confidential Offering Memorandum or in any of the documents referred to herein. In making an investment decision, prospective investors must rely on their own examination of the Fund and the terms of the offering, including the merits and risks involved. Neither the delivery of this Confidential Offering Memorandum nor the allotment or issuance of Shares shall under any circumstances create any implication that there has been no change in the affairs of the Fund since the date hereof. Statements made in this Confidential Offering Memorandum are based on the laws and practice currently in force in the Cayman Islands, and are subject to changes in those laws and practice. The Fund The Fund is a Cayman Islands exempted company limited by shares and was incorporated on 6 October 2017 under the Companies Law (2016 Revision) (the "Companies Law") of the Cayman Islands. The registered office of the Fund is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Fund is regulated as a mutual fund under the Mutual Funds Law (2015 Revision) of the Cayman Islands ("Mutual Funds Law"). The Cayman Islands Monetary Authority (the "Authority") has supervisory and enforcement powers to ensure compliance with the Mutual Funds Law. Regulation under the Mutual Funds Law entails the filing of prescribed details and audited accounts annually with the Authority. As a regulated mutual fund, the Authority may at any time instruct the Fund to have its accounts audited and to submit them to the Authority within such time as the Authority specifies. Failure to comply with these requests by the Authority may result in substantial fines on the part of the Directors and may result in the Authority applying to the court to have the Fund wound up. The Fund will not, however, be subject to supervision in respect of its investment activities or the constitution of the Fund's portfolio by the Authority or any other governmental authority in the Cayman Islands, although the Authority does have power to investigate the activities of the Fund in certain circumstances. Neither the Authority nor any other governmental authority in the Cayman Islands has commented upon or approved the terms or merits of this document. There is no investment compensation scheme available to investors in the Cayman Islands. The Authority may take certain actions if it is satisfied that a regulated mutual fund is or is likely to become unable to meet its obligations as they fall due or is carrying on or is attempting to carry on business or is winding up its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Authority include the power to require the substitution of Directors, to appoint a person to advise the Fund on the proper conduct of its affairs or to appoint a person to assume control of the affairs of the Fund. There are other remedies available to the Authority including the ability to apply to court for approval of other actions. The authorized share capital of the Fund is the aggregate of (a) 100 voting non-participating shares of a par value of USD 0.01 each ("Management Shares"); and (b) 200,000,000 non-voting, redeemable participating shares of a nominal or par value of USD 0.0001 to be allocated to a single share class "Class A (Qdis) USD" (the "Participating Shares" or "Shares"). The articles of association of the Fund empower the Directors to issue the Participating Shares in different classes. Subscriptions to the Fund are made on an invitation-only basis. The Shares have not been recommended by any regulatory authority and no authority has approved or disapproved the adequacy or accuracy of this Confidential Offering Memorandum or the securities portfolios held by the Fund. Any statement to the contrary is unauthorised and unlawful. The purchase of Shares is speculative and involves a high degree of risk. There is no assurance that the Fund will be profitable. The price of Shares in the Fund and the income from them may go down as well as up and an Investor may not get back the amount invested. As the Fund's Net Asset Value will be calculated in United States Dollars, each holder of Shares, and not the Fund, will bear the risk of any foreign currency exposure resulting from differences, if any, in the value of the United States Dollars relative to the currency in which such Shareholder maintains his or her net worth. Attention of Investors is more specifically drawn to the fact that investment by the Fund, as defined hereafter, may trigger specific risks, as more fully described under the section "Risk Considerations". Prospective Investors should note that, except in limited circumstances as more fully described under the section "Investor Voting Rights”, no Shares offered pursuant to this Confidential Offering Memorandum are entitled to vote at any general meeting of the Fund or on any matter affecting the Fund’s business. Such rights are reserved to the holder(s) of the Management Shares of the Fund, which will be held by the Investment Manager or an affiliate. The Investment Manager (or any affiliate) may transfer the Management Shares to any other party at its discretion without notice to investors, but subject to the consent of the Directors. Investors’ attention is drawn to the fact that any Investor will only be able to fully exercise her/his Investor’s rights directly against the Fund if the Investor is registered himself and in his own name in the register of Shareholders of the Fund. If an Investor invests in the Fund through an intermediary investing in the Fund in his own name but on behalf of the Investor, it may not always be possible for the Investor to exercise certain Shareholder rights directly against the Fund. Investors are advised to take advice on their rights. It is intended that the Fund’s term will end in 2022. Prospective Investors should refer to the section “Fund Information And Investment Objective/Policy/Restrictions” for details. Selling Restrictions This Confidential Offering Memorandum does not constitute an offer to anyone or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so. No offer or invitation to subscribe for Shares may be made to the public in the Cayman Islands to subscribe for the Shares. The Directors particularly draw prospective investors’ attention to the following restrictions:

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Canada The Fund is not registered in any provincial or territorial jurisdiction in Canada and Shares of the Fund have not been qualified for sale in any Canadian jurisdiction under applicable securities laws. The Shares made available under this offer may not be directly or indirectly offered or sold in any provincial or territorial jurisdiction in Canada or to or for the benefit of residents thereof, unless such Canadian resident is, and will remain at all times during their investment, a "permitted client" as that term is defined in Canadian securities legislation. Prospective Investors may be required to declare that they are not a Canadian resident and are not applying for Shares on behalf of any Canadian residents. If an Investor becomes a Canadian resident after purchasing Shares of the Fund, the Investor will not be able to purchase any additional Shares of the Fund. Dubai International Financial Centre No offer or promotion of the Fund or the Shares has been or will be made in the Dubai International Financial Centre (“DIFC”) except by an “Authorised Firm” in accordance with applicable laws and regulations of the Dubai Financial Services Authority (“DFSA”). The Fund intends to rely on the Suitability Assessment, the criteria of which is set out in Chapter 15.1.8 of the Collective Investment Rules implemented by the DFSA. The Fund is not subject to any form of regulation or approval by the DFSA. The DFSA has no responsibility for reviewing or verifying any prospectus or other documents in connection with the Fund. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out herein, and has no responsibility for it. The Shares to which this document relates may be subject to restrictions on their resale. Prospective investors should conduct their own due diligence on the Shares. If you do not understand the contents of this document, you should consult an authorised financial advisor. No Shares are offered to Retail Clients (as defined in the Glossary Module of the DFSA Rulebook (as amended)). United Arab Emirates (excluding the DIFC) This Confidential Offering Memorandum, and the information contained herein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates (“UAE”) in accordance with the Commercial Companies Law, Federal Law No. No. 2 of 2015) (as amended) or otherwise and accordingly should not be construed as such. The Shares are only being privately offered to a limited number of sophisticated investors in the UAE who (a) are willing and able to conduct an independent investigation of the risks involved in an investment in such Shares, and (b) upon their specific request. This Confidential Offering Memorandum is for the use of the named addressee only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee's consideration thereof). The promotion of the Fund by way of a private placement offering of the Shares has been approved by the Securities and Commodities Authority (“SCA”). Each Investor that is purchasing Shares in the UAE (excluding the DIFC) shall be required to invest a minimum of AED 1,000,000 (or the equivalent in a foreign currency) in the Fund. SCA approval for the promotion of the Fund in the UAE does not constitute a recommendation to invest in the Fund. In addition, SCA is not responsible for the failure by any party or parties associated with the Fund in the performance of their duties and functions nor is SCA responsible for the accuracy and integrity of the information and the details contained in this Confidential Offering Memorandum. United States of America The Fund is not registered in the United States of America under the Investment Company Act of 1940. The Shares of the Fund have not been registered in the United States of America under the Securities Act of 1933. The Shares made available under this offer may not be directly or indirectly offered or sold in the United States of America or any of its territories or possessions or areas subject to its jurisdiction or to or for the benefit of residents thereof, unless pursuant to an exemption from registration requirements available under US law, any applicable statute, rule or interpretation. US Persons are not eligible to invest in the Fund. Prospective Investors shall be required to declare that they are not a US Person and are not applying for Shares on behalf of any US Person. In the absence of written notice to the Fund to the contrary, if a prospective investor provides a non-US address on the application form for investment in the Fund, this will be deemed to be a representation and warranty from such investor that he/she/it is not a US Person and that such investor will continue to be a non-US Person unless and until the Fund is otherwise notified of a change in the investor’s US Person status. The term "US Person" shall mean any person that is a United States person within the meaning of Regulation S under the United States Securities Act of 1933 or as defined by the U.S. Commodity Futures Trading Commission for this purpose, as the definition of such term may be changed from time to time by legislation, rules, regulations or judicial or administrative agency interpretations. Distribution and Offering of Shares The distribution of this Confidential Offering Memorandum and the offering of the Shares may be restricted in certain other jurisdictions. It is the responsibility of any persons wishing to make an application for Shares pursuant to this Confidential Offering Memorandum to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Attention of Investors is also drawn to the entry charge which may be levied on transactions by Distributors and local paying agents in certain jurisdictions. Prospective subscribers for Shares should make themselves aware of the legal requirements with respect to such application and of any applicable taxes in the countries of their respective citizenship, residence or domicile. It is not the intention of the Fund to seek a listing on any stock exchange. Franklin Templeton Investments (ME) Limited, acting as principal distributor of the Fund (the "Principal Distributor"), will organise and oversee the distribution of the Shares. The Principal Distributor may engage sub-distributors, intermediaries, brokers and/or professional investors (who may be affiliates of Franklin Templeton Investments and who may receive part of any charges or fees that it may receive from the Fund). Notwithstanding the foregoing, the Principal Distributor will monitor the appointment and activities of the sub-distributors, intermediaries, brokers and/or professional investors as part of its activity as Principal Distributor. The Fund may not be available for distribution through Franklin Templeton Investments’ global network of distributors as exclusive distribution rights may be reserved for distribution in certain countries and to selected distributors, sub-distributors, intermediaries and/or Brokers/Dealers by invitation only. Any transaction of Shares of the Fund can only be made through such distributors, sub-distributors, intermediaries and/or Brokers/Dealers. Distributors, sub-distributors, intermediaries and Brokers/Dealers engaged in the activity of marketing and distributing the Shares shall abide by and enforce all the terms of this Confidential Offering Memorandum including, where applicable, the terms of any laws and regulations relating to the

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distribution of the Shares. They shall also abide by the terms of any laws and regulations applicable to them in the country where their activity takes place, including, in particular, any relevant requirements to identify and know their clients. They must not act in any way that would be damaging or onerous on the Fund and/or the Investment Manager in particular by submitting the Fund and/or the Investment Manager to regulatory, fiscal or reporting information it would otherwise not have been subject to. They must not hold themselves out as representing the Fund. Whenever applicable, all references in this Confidential Offering Memorandum relating to the Principal Distributor should therefore also read as references to such other parties appointed by the Principal Distributor. Board of Directors’ Powers The Board of Directors is responsible for the Fund’s management and administration and has delegated its day-to-day- management and administration to the Investment Manager in accordance with the Articles and the Investment Management Agreement (as defined herein). The Board of Directors is responsible for the overall investment policy, objectives and management of the Fund. The Board of Directors may decide to offer or issue in the Fund any Share Classes, which terms and conditions are more fully described in the section "Share Classes" and "Investment Management Fees”. Investors will be informed of the issue of such Shares upon publication of the Net Asset Value per Share of such Share Class as described in the section "Publication of Share Prices". If at the close of the Offer Period the total subscriptions for Shares of the Fund amount to less than USD 80 million or such other amount as the Board of Directors may decide, the Fund may be voluntarily terminated by the holder of Management Shares. Upon such termination of the Fund, all subscription monies (in respect of which no additional amounts whatsoever are payable) will be returned to investors within one (1) month or as soon as possible thereafter. If a change in the economic or political situation relating to the Fund would justify its liquidation or if it is required by the interests of the Shareholders of the Fund, the Board of Directors may decide to redeem all the Shares outstanding of the Fund. Notice of such redemption will be sent to the registered Investors by mail. The price at which Shares will be redeemed will be based on the Net Asset Value per Share of the Fund determined upon realisation of all assets attributable to the Fund. Further details are provided in Appendix C. The Board of Directors reserves the right at any time, without notice, to discontinue the issue or sale of Shares pursuant to this Confidential Offering Memorandum. Shares offered or in issue in the Fund, Classes and currencies are more fully described in the section "Share Classes". The determination of the Net Asset Value or redemption/sale prices of Shares of the Fund may be suspended during a period when trading of the Fund’s assets is substantially restricted or when other specified circumstances exist which make it impracticable to dispose of or value any of the Fund's investments (see Appendix C). No Share may be redeemed during a period of suspension. The laws and regulations in some jurisdictions may require the translation of this Confidential Offering Memorandum into the languages specified by the regulatory authorities of those jurisdictions. In case of inconsistency between the translated and the English version of this Confidential Offering Memorandum, the English version shall prevail.

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CONTENTS

DEFINITIONS .................................................................................................................................................................................................................... 5 ADMINISTRATIVE INFORMATION ............................................................................................................................................................................ 8 FUND INFORMATION AND INVESTMENT OBJECTIVE/POLICY/RESTRICTIONS ....................................................................................... 10 RISK CONSIDERATIONS ............................................................................................................................................................................................. 12 DIRECTORS, INVESTMENT MANAGER AND OTHER SERVICE PROVIDERS ............................................................................................... 17 PUBLICATION OF SHARE PRICES ............................................................................................................................................................................ 21 INVESTOR GENERAL INFORMATION ..................................................................................................................................................................... 22 SHARE CLASSES ............................................................................................................................................................................................................ 26 HOW TO PURCHASE SHARES .................................................................................................................................................................................... 26 HOW TO SELL SHARES ............................................................................................................................................................................................... 28 SWITCHING/EXCHANGE OF SHARES ..................................................................................................................................................................... 29 HOW TO TRANSFER SHARES .................................................................................................................................................................................... 29 DIVIDEND POLICY ........................................................................................................................................................................................................ 29 INVESTMENT MANAGEMENT FEES ........................................................................................................................................................................ 30 OTHER FUND CHARGES AND EXPENSES............................................................................................................................................................... 30 TAXATION....................................................................................................................................................................................................................... 31 CAYMAN ISLANDS – AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION ................................................................... 32 NOTICES AND REPORTS ............................................................................................................................................................................................. 32 INVESTOR VOTING RIGHTS ...................................................................................................................................................................................... 32 DOCUMENTS AVAILABLE FOR INSPECTION ....................................................................................................................................................... 33 APPENDIX A STANDARD DEALING CUT-OFF TIMES........................................................................................................................................ 34 APPENDIX B ADDITIONAL INFORMATION .......................................................................................................................................................... 35 APPENDIX C DETERMINATION OF THE NET ASSET VALUE OF SHARES ................................................................................................... 37 APPENDIX D FUND CHARGES, FEES AND EXPENSES ........................................................................................................................................ 40

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DEFINITIONS

"Administrator" Franklin Templeton Services, LLC or such other person as the Board of Directors may appoint as administrator to the Fund from time to time

“AEOI” has the meaning set forth in the section “Taxation”

"Articles" the articles of association of the Fund as amended, varied, restated or replaced from time to time

"Auditors" PricewaterhouseCoopers or such other person as the Board of Directors may appoint as auditors to the Fund from time to time

"Board of Directors" the board of directors of the Fund

"Broker/Dealer" financial intermediary or advisor

"Business Day" a day on which the banks in the United Arab Emirates are normally open for business; provided that Friday shall be regarded as a Business Day in the United Arab Emirates

"Class A (Qdis) USD" the class of Shares that is denominated in USD, of a nominal or par value of USD 0.0001 each and which has been set up with the aim of distributing substantially all of the income and realised gains, if any, attributable to the class of Shares on a quarterly basis

"Class Currency" means the currency in which a Share Class is denominated

"Closing Date" 6 December 2017 or such other date determined by the Board of Directors

"Companies Law" Companies Law (2016 Revision) of the Cayman Islands

"Confidential Offering Memorandum" this confidential offering memorandum relating to the offer of Shares in the Fund

"CRS" the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard

"Custodian" The Bank of New York Mellon or such other person as the Board of Directors may appoint as custodian from time to time

"Dealing Cut-Off Time" the time prior to which a transaction instruction must be received in order for the transaction to be processed at the current day’s NAV as further described in Appendix A of this Confidential Offering Memorandum

"Dealing Day" any Valuation Day which is also a Business Day. Dealing Day restrictions in any jurisdiction may be obtained upon request

"Directors" the members of the Board of Directors

"Distributor" an entity or person duly appointed by the Principal Distributor to distribute or arrange for the distribution of Shares

"Emerging Market" emerging market countries as defined by the Emerging Markets or Frontier Markets indices published by Morgan Stanley Capital International

"FATCA" Foreign Account Tax Compliance Act

"FFI" a Foreign Financial Institution as defined under FATCA

"Fixed Income Fund" a Fixed Income Fund’s assets are mainly or solely invested in or exposed to debt securities (including, but not limited to, Sukuk) which pay a fixed or variable rate of profit and which may be issued by companies, national or local governments and/or international organisations which are supported by several governments (such as the World Bank). Fixed Income Fund may invest globally or focus on a geographic region or country and may invest in Sukuk issued by different types of issuer or focus on just one (such as governments)

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"Franklin Templeton Investments" FRI and its subsidiaries and affiliates worldwide

"FRI" Franklin Resources Inc., One Franklin Parkway, San Mateo, California, a holding company for various subsidiaries that, together, are referred to as Franklin Templeton Investments

"Fund" Franklin Diversified High Yield Global Sukuk 2022 Fund, a Cayman Islands exempted company

"Hibah" a gift or donation. Transfer of a determinate property without any material consideration

"Holding" Shares held in a single Share Class by an Investor

"Inception Date" 7 December 2017 or such other date determined by the Board of Directors

"Investment Management Agreement" the agreement entered into between the Fund and the Investment Manager by which the Fund has appointed the Investment Manager to manage the Fund's investments

"Investment Manager" Franklin Templeton Investments (ME) Limited or such other person as the Board of Directors may appoint as investment manager from time to time and which provides day-to-day management in respect of the investment and re-investment of the assets of the Fund

"Investor"

"Investor Portfolio" or sometimes referred to as "Portfolio"

a purchaser of Shares in the Fund either directly or through a Nominee structure

a portfolio of Holdings in the name of the registered Investor(s)

"Investor Portfolio Number" personal number attributed to an Investor Portfolio upon acceptance of an application

"Investor Services" Franklin Templeton International Services S.à r.l. or such other person as the Board of Directors may appoint to act as shareholder servicing and transfer agent to the Fund from time to time

"ISIN Code" International Securities Identification Number that uniquely identifies a Fund / Share Class

"Management Share" a voting non-participating share in the capital of the Fund of USD 0.01 par value

"Maturity Date" 7 December 2022 or such other date determined by the Board of Directors

"Memorandum"

the memorandum of association of the Fund, as amended, varied, restated or replaced from time to time

"Net Asset Value per Share" or "NAV" the value per Share of any Class of Shares determined in accordance with the relevant provisions described under the heading "Determination of Net Asset Value of Shares" as set out in Appendix C

"Nominee" an institution which purchases and holds Shares in its own name and on behalf of an Investor

"OECD" Organisation for Economic Cooperation and Development

"Offer Period"

the offer period during which Shares are first offered for subscription, being from 15 November 2017 to 6 December 2017 (both days inclusive). The Offer Period may be extended or reduced by the Board of Directors in its absolute discretion

"primarily" when the Fund’s investment policy states that investments will be made "primarily" in a particular type of security or in a particular country, region or industry, it generally means that at least half of the Fund’s net assets (without taking into account ancillary liquid assets) shall be invested into such security, country, region or industry

"Principal Distributor" Franklin Templeton Investments (ME) Limited or such other person as the Board of Directors may appoint as the principal distributor of the Fund

"Share" a non-voting, redeemable participating share in the capital of the Fund

"Share Class" or “Class” a class of Shares with a specific fee structure, currency of denomination or other specific feature

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"Shareholder" a registered holder of Shares in the Fund

“Shariah” the principles, precepts and tenets of Islam derived principally from the Holy Qur’an and from the teachings and examples of the Holy Prophet Muhammad (peace be upon Him) as interpreted by the Shariah Supervisory Board

“Shariah-compliant” investment products that comply to the requirements of Shariah principles as interpreted by the Shariah Supervisory Board of the Fund

“Shariah Guideline” the investment guidelines established and confirmed by the Shariah Supervisory Board as compliant with the Shariah principles and set out in Appendix E

“Shariah Supervisory Board” a board comprising four eminent Islamic scholars from the Amanie Shariah Supervisory Board, responsible for approving the Shariah Guidelines and confirming the compliance of the Fund’s investments with Shariah principles

“Sukuk” Islamic fixed-income securities that comply with Shariah and where the holder owns an undivided exposure over an underlying asset

"Third Party Payment" payments received from, or made by/to, a party other than the registered Investor

“UAE” United Arab Emirates (excluding the Dubai International Financial Centre)

"USA" or "US" United States of America

"USD" or "United States Dollars" the lawful currency of the USA

"US Person" or “United States Person” any person that is a United States person within the meaning of Regulation S under the United States Securities Act of 1933 or as defined by the U.S. Commodity Futures Trading Commission for this purpose, as the definition of such term may be changed from time to time by legislation, rules, regulations or judicial or administrative agency interpretations

"Valuation Day" any day on which the New York Stock Exchange ("NYSE") is open for normal business (other than during a suspension of normal dealing)

"Valuation Time" 4:00 p.m. Eastern Time or such other time as may be specified by the Directors from time to time

“Zakat” an obligation under Shariah to pay a certain amount on wealth above a specified minimum for defined beneficiaries

Words implying the singular shall, where the context permits, include the plural and vice versa.

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ADMINISTRATIVE INFORMATION BOARD OF DIRECTORS OF THE FUND Gwen Shaneyfelt One Franklin Parkway, 970/3 San Mateo, CA 94403 United States of America William Yun 280 Park Avenue-8th Floor New York, NY 10017 United States of America William Jackson 5 Morrison Street Edinburgh United Kingdom INVESTMENT MANAGER: FRANKLIN TEMPLETON INVESTMENTS (ME) LIMITED Gate Building, East Wing, Level 2 Dubai International Financial Centre PO Box 506613 Dubai United Arab Emirates ADMINISTRATOR: FRANKLIN TEMPLETON SERVICES, LLC 300 South East 2nd Street Ft. Lauderdale, FL 33301 U.S.A. INVESTOR SERVICES FRANKLIN TEMPLETON INTERNATIONAL SEVICES S.à r.l. 8A, rue Albert Borschette L-1246 Luxembourg PRINCIPAL DISTRIBUTOR: FRANKLIN TEMPLETON INVESTMENTS (ME) LIMITED Gate Building, East Wing, Level 2 Dubai International Financial Centre PO Box 506613 Dubai United Arab Emirates CUSTODIAN: THE BANK OF NEW YORK MELLON 225 Liberty Street New York, NY 10286 U.S.A. AUDITORS: PRICEWATERHOUSECOOPERS PO Box 258 Strathvale House Grand Cayman KY1-1104 Cayman Islands

LEGAL ADVISERS TO THE FUND (as to matters of Cayman Islands law only):

MAPLES AND CALDER (DUBAI) LLP 5th Floor, The Exchange Building Dubai International Financial Centre PO Box 119980 Dubai, United Arab Emirates

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LEGAL ADVISERS TO THE FUND (as to matters of Shariah law only): CLYDE & CO PO Box 54204 12th Floor, West Tower Abu Dhabi Mall Abu Dhabi United Arab Emirates SHARIAH SUPERVISORY BOARD AMANIE ADVISORS LLC Al Fattan Currency House, Tower 2 Unit 1304 Dubai International Financial Centre P.O. Box 506837 Dubai United Arab Emirates REGISTERED OFFICE: MAPLES CORPORATE SERVICES LIMITED P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

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FUND INFORMATION AND INVESTMENT OBJECTIVE/POLICY/RESTRICTIONS The information below on the Fund is qualified in entirety by the more detailed information contained in the Memorandum and Articles of the Fund and elsewhere in this document. The investment objectives and policies described below are binding on the Investment Manager of the Fund. Asset Class Shariah-Compliant Fixed Income Fund Base Currency United States Dollars (USD) Fund Term The Fund will pursue its investment objective and policy for a period of five years, as more fully described below. Following the close of the Offer Period, the Fund (if incepted) will be closed to further subscriptions until the Maturity Date. It is intended that the Fund will be discontinued on the Maturity Date and thereafter, the Fund will be liquidated and the net proceeds of such liquidation will be returned to the remaining Shareholders in accordance with their holdings of Shares. The Maturity Date may be deferred or brought forward if the Board of Directors believes that it is in the best interests of the Fund. If, on or before the Maturity Date, the Board of Directors believes that it is in the best interests of the Fund not to liquidate the Fund, the Board of Directors may (at its sole and absolute discretion) write to the remaining Shareholders setting out the options available to them, which may include, but are not limited to, a merger with another fund or funds managed by Franklin Templeton Investments, a renewal of the Fund’s term (for such period to be proposed by the Board of Directors) and/or a change of the Fund’s investment objective and policy, to the extent that such activities are Shariah-compliant. Such a proposal (if any) may be subject to certain terms and conditions, such as a minimum take-up by the remaining Shareholders. If such proposal is not Shariah-compliant, the Shareholders may opt out of such proposal and require the Fund to purchase their Shares. Investment Objective The Fund’s investment objective is to offer a yield pickup by investing primarily in USD-denominated corporate Sukuk with a pre-determined yield at the time of investment over a five (5) year period. Investment Policy The Fund shall invest in fixed or floating rate Shariah-compliant securities issued by sovereign issuers, quasi sovereign issuers, agencies, supranationals or corporates located anywhere globally. Such securitities may include Sukuk al Ijara and Sukuk al Wakala. The Fund may, on an ancillary basis, hold Shariah-compliant liquid assets as a temporary defensive measure in response to adverse market, economic, political, or other conditions, or to meet liquidity, redemption, and short-term investing needs. In exceptional circumstances, up to 100% of the Fund’s net assets may be invested in liquid assets, with due regard to the principle of risk spreading. Such assets may be kept in the form of non-interest bearing cash deposits or in Shariah compliant short term instruments. Investment Phases The Fund will feature two distinct phases as described below:

- Principal Investment Period: The Fund will pursue its investment objective for a period of five (5) years following its inception (“Principal Investment Period”), as described above. While the Fund will generally seek to match the maturities of its investments to the term of the Fund (five years), some or all of the Fund’s investments may mature before or after the Maturity Date, which is the end of the Principal Investment Period. Although it is intended that the Fund will hold securities until the Maturity Date, the Investment Manager has the discretion to sell them prior to their maturity and to replace them with securities that it believes will provide better investment returns. The Fund may also invest up to 35% of its net assets in securities maturing after the Maturity Date. The Fund will be actively managed to maintain its investment objectives.

- Post-Investment Period: As the Maturity Date approaches, the Fund’s portfolio will be progressively composed of cash deposits and cash equivalents (such as, but not limited to, money market instruments and other short-term debt instruments). Consequently, the investment objective described herein is reflective of the Fund at inception and will no longer be relevant as the Maturity Date approaches. Once the Fund’s Principal Investment Period has ended, it shall hold up to 100% of its net assets in cash deposits and cash equivalent investments (such as, but not limited to, money market instruments and other short-term financing instruments), which will be Shariah-compliant. It is intended that the Fund will be discontinued on the Maturity Date and thereafter, the Fund will be liquidated and the net proceeds of such liquidation will be returned to the remaining Shareholders in accordance with their holdings of Shares. The Maturity Date may be deferred or brought forward if the Board of Directors believes that it is in the best interests of the Fund. Investment Restrictions The Board of Directors has adopted the following restrictions relating to the investment of the Fund’s assets and its activities. These restrictions may be amended from time to time by the Board of Directors if and as they shall deem it to be in the best interests of the Fund in which case this Confidential Offering Memorandum will be updated.

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The Fund may not:

• purchase financial derivative instruments such as forward foreign currency contracts, options, futures, or swaps for hedging, efficient portfolio management and/or investment purposes;

• purchase real estate, nor acquire any options, rights or interest in respect thereof, provided that the Fund may invest in securities secured by real estate or interest therein or in securities of companies investing in real estate;

• make investments in precious metals or certificates representing them; • enter into direct commodities transactions or commodity contracts; • make loans to other persons or act as a guarantor on behalf of third parties or assume, endorse or otherwise become directly or contingently

liable for, or in connection with, any obligation or indebtedness or any person in respect of borrowed monies, provided that for the purpose of this restriction, the acquisition of bonds, debentures or other corporate or sovereign debt obligations (whether wholly or partly paid) and investment in securities issued or guaranteed by any sovereign entity or by any supranational institution, organisation or authority, short-term commercial paper, certificates of deposit and bankers' acceptances of prime issuers or other traded debt instruments shall not be deemed to be the making of a loan;

• mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness, any of the securities or other assets of any Fund. The purchase or sale of securities on a when-issued or delayed-delivery basis, and collateral arrangements with respect to the writing of options or the purchase or sale of forward or futures contracts are not deemed the pledge of the assets;

• perform any other activity that is in breach of the Shariah Guidelines; • make investments where the aggregate exposure to a single issuer exceeds 15% of the market value of the overall portfolio at the time of

purchase; • make investments where the exposure to a single country exceeds 25% of the overall portfolio based on the country of risk; • make investments where the exposure to regions would exceed: APAC 0‐20% Americas 0‐20%, EMEA 0‐90% based on the country of risk;

or • make investments where the exposure to a single corporate sector would exceed 25% of the overall portfolio. There is no limit to the sovereign

sector.

The Fund shall only invest in USD‐denominated instruments. Individual Security tenor: up to 5 years: 65-100%, greater than 5 years: 0-35%. Generally, the policies and restrictions discussed above will apply when the Fund makes an investment. In most cases, the Fund will not be required to sell a security because circumstances change and the security no longer meets one or more of the Fund’s policies or restrictions. If a percentage restriction or limitation is met at the time of investment, a later increase or decrease in the percentage due to a change in the value or liquidity of portfolio securities will not be considered a violation of the restriction or limitation. The Fund is also permitted to hold instruments received as part of a corporate action, restructuring or bankruptcy. Investor Profile Considering the investment objective and policy and the term of the Fund, as stated above, the Fund may appeal to Investors seeking:

• regular income in a fund having the United States Dollar as its base currency and investing primarily in USD-denominated Shariah-compliant fixed income securities;

• a higher degree of credit risk; and • to keep their investment in the Fund until the Maturity Date.

Risk Considerations The risks listed below are the main risks of the Fund. Investors should be aware that other risks may also be relevant to this Fund from time to time. Please refer to the Section "Risk Considerations" for a full description of these risks.

• Counterparty risk • Convertible Securities risk • Credit risk • Custody risk • Dilution and Swing Pricing risk • Dividend risk • Dividend Policy risk • Emerging Markets risk • Europe and Eurozone risk • Fund Management and Operation risk • Handling of Mail risk • Hybrid Securities risk • Interest Rate Securities risk • Investment Policy risk • Legal and regulatory risk • Liquidity risk • Low-Rated or Non-Investment Grade Securities risk • Market risk • Nomineeship risk • Portfolio Turnover risk • Prepayment risk • Reclassification of Shariah status risk

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• Reinvestment risk • Restructuring Companies risk • Shariah non-compliance risk • Sovereign Debt risk

Risk Management The Investment Manager employs a risk-management process, which enables it to monitor and measure at any time the risk of the positions of the Fund and their contribution to the overall risk profile of each Fund’s portfolio. Investment Manager Franklin Templeton Investments (ME) Limited Fee Disclosures Please refer to Appendix D for a full description of the fees. RISK CONSIDERATIONS Investors must read this section on "Risk Considerations" section before investing in the Fund. The value of the Shares will increase as the value of the securities owned by the Fund increases and will decrease as the value of the Fund's investments decreases. In this way, Investors participate in any change in the value of the securities owned by the Fund. In addition to the factors that affect the value of any particular security that the Fund owns, the value of the Fund's Shares may also change with movements in the stock and bond markets as a whole. The Fund may own securities of different types, or from different asset classes (such as, but not limited to, Sukuk and Shariah-compliant money market instruments). Different investments have different types of investment risk. The Fund also have different kinds of risks, depending on the securities it holds. This "Risk Considerations" section contains explanations of the various types of investment risks that may be applicable to the Fund. Investors should be aware that other risks may also be relevant to the Fund from time to time. General This section explains some of the risks that apply to the Fund. It does not purport to be a complete explanation and other risks may also be relevant from time to time. In particular, the Fund’s performance may be affected by changes in market and/or economic and political conditions, and in legal, regulatory, Shariah and tax requirements. No guarantee or representation is made that the investment program will be successful and there can be no assurance that the Fund’s investment objective will be attained. Also, past performance is no guide to future performance, and the value of Shariah-compliant investments may go down as well as up. Changes in rates of exchange between currencies may cause the value of the Fund’s investments to diminish or increase. The Fund may be exposed to risks that are outside of the Investment Manager’s control – for example legal, Shariah and regulatory risks from investments in countries with unclear and changing laws or the lack of established or effective avenues for legal redress or as a result of the distribution or registration of the Fund in certain jurisdictions, the Fund may be subject, without any notice to the shareholders in the Fund concerned, to more restrictive regulatory regimes potentially preventing the Fund from making the fullest possible use of the investment limits. Regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future regulatory action on the Fund could be substantial and adverse. The Fund may be exposed to the risk of terrorist actions, to the risk that economic and diplomatic sanctions may be in place or imposed on certain countries and military action may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity. Investors are reminded that in certain circumstances their right to sell Shares may be suspended, as further described in Appendix C. The Fund may be exposed to operational risks, being the risk that operational processes, including those related to the safekeeping of assets, valuation and transaction processing may fail, resulting in losses. Potential causes of failure may arise from human errors, physical and electronic system failures and other business execution risks as well as external events. Counterparty risk Counterparty risk is the risk to each party of a contract that the counterparty will fail to perform its contractual obligations and/or to respect its commitments under the term of such contract, whether due to insolvency, bankruptcy or other cause. When over-the-counter (OTC) or other bilateral contracts are entered into, the Fund may find itself exposed to risks arising from the solvency of its counterparties and from their inability to respect the conditions of these contracts. Convertible Securities risk A convertible security is generally a debt obligation, preferred stock or other security that pays profit or dividends and may be converted by the holder within a specified period of time into common stock at a specified conversion price. The value of convertible securities may rise and fall with the market value of the underlying stock or, like a debt security, vary with changes in interest rates and the credit quality of the issuer. A convertible security tends to perform more like a stock when the underlying stock price is high relative to the conversion price (because more of the security’s value resides in the option to convert) and more like a debt security when the underlying stock price is low relative to the conversion price (because the option to convert is less valuable). Because its value can be influenced by many different factors, a convertible security is not as sensitive to interest rate changes as a similar non-convertible debt security, and generally has less potential for gain or loss than the underlying stock. Credit risk Credit risk, a fundamental risk relating to all Shariah-compliant fixed income securities as well as money market instruments, is the chance that an issuer will fail to make principal and profit payments when due. Issuers with higher credit risk typically offer higher yields for this added risk. Conversely,

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issuers with lower credit risk typically offer lower yields. Generally, government securities are considered to be the safest in terms of credit risk, while corporate debt (including debt issued by financial institutions), especially those with poorer credit ratings, have the highest credit risk. Changes in the financial condition of an issuer, changes in economic and political conditions in general, or changes in economic and political conditions specific to an issuer (particularly a sovereign or supranational issuer), are all factors that may have an adverse impact on an issuer’s credit quality and security values. Related to credit risk is the risk of downgrade by a rating agency. Rating agencies such as Standard & Poor’s, Moody’s and Fitch, among others, provide ratings for a wide array of fixed income securities (corporate, sovereign, or supranational) which are based on their creditworthiness. The agencies may change their ratings from time to time due to financial, economic, political, or other factors, which, if the change represents a downgrade, can adversely impact the value of the affected securities. Custody risk Assets of the Fund are safe kept by the Custodian and Investors are exposed to the risk of the Custodian not being able to fully meet its obligation to restitute in a short timeframe all of the assets of the Fund in the case of bankruptcy of the Custodian. The assets of the Fund will be identified in the Custodian's books as belonging to the Fund. Securities and debt obligations held by the Custodian will be segregated from other assets of the Custodian which mitigates but does not exclude the risk of non-restitution in case of bankruptcy. However, no such segregation applies to cash which increases the risk of non-restitution in case of bankruptcy. The Custodian does not keep all the assets of the Fund itself but uses a network of sub-custodians which are not part of the same group of companies as the Custodian. Investors are also exposed to the risk of bankruptcy of the sub-custodians. The Fund may invest in markets where custodial and/or settlement systems are not fully developed. Dilution and Swing Pricing risk The actual cost of purchasing or selling the underlying Shariah-compliant investments of the Fund may be different from the carrying value of these investments in the Fund’s valuation. The difference may arise due to dealing and other costs (such as taxes) and/or any spread between the buying and selling prices of the underlying investments. These dilution costs can have an adverse effect on the overall value of the Fund and thus the Net Asset Value per Share may be adjusted in order to avoid disadvantaging the value of investments for existing Shareholders. The size of the adjustment impact is determined by factors such as the volume of transactions, the purchase or sale prices of the underlying investments and the valuation method adopted to calculate the value of such underlying investments of the Fund. Investors should note that there is no limit on the extent of the price adjustment, which may be significant or substantial relative to the original (i.e., pre-adjustment) Net Asset Value per Share. Dividend risk Distribution of dividends, if any, is not guaranteed. Only Shareholders whose names are entered on the register of Shareholders on the relevant record date shall be entitled to the distribution declared in respect of the corresponding quarterly, interim or annual accounting period, as the case may be. The Net Asset Value of the Fund will be reduced by the amount of dividends paid. Dividend Policy risk The Fund has a dividend policy that allows for payment of dividends out of capital as well as from income and net realised and net unrealised capital gains. Where this is done, while it may allow for more income to be distributed, it also amounts to a return or withdrawal of part of an Investor’s original investment or from any capital gains attributable to that original investment. This has the effect of reducing capital and the potential for long-term capital growth as well as increasing any capital losses. Examples of when this may occur include: - if the securities markets in which the Fund invests were sufficiently declining so that the Fund has incurred net capital losses; and/or - if dividends are paid gross of fees and expenses such that fees and expenses are paid out of net realised and net unrealised capital gains or initially

subscribed capital. Any distributions involving payment of dividends out of the Fund’s capital or payment of dividends effectively out of the Fund’s capital (if the Fund is in a net capital loss position) may reduce capital growth and may result in an immediate reduction of the Net Asset Value per Share. Emerging Markets risk All of the Fund’s investments in the securities issued by corporations, governments, and government related entities in different nations and denominated in different currencies involve certain risks. These risks are typically increased in developing countries and Emerging Markets. Such risks, which can have adverse effects on portfolio holdings, may include: (i) investment and repatriation restrictions; (ii) currency fluctuations; (iii) the potential for unusual market volatility as compared to more industrialised nations; (iv) government involvement in the private sector; (v) limited investor information and less stringent investor disclosure requirements; (vi) shallow and substantially smaller liquid securities markets than in more industrialised countries, which means the Fund may at times be unable to sell certain securities at desirable prices; (vii) certain local tax law considerations; (viii) limited regulation of the securities markets; (ix) international and regional political and economic developments; (x) possible imposition of exchange controls or other local governmental laws or restrictions; (xi) the increased risk of adverse effects from deflation and inflation; (xii) the possibility of limited legal recourse for the Fund; and (xiii) the custodial and/or the settlement systems may not be fully developed. Investors should in particular be informed that the liquidity of securities issued by corporations and public-law entities in Emerging Markets may be substantially smaller than with comparable securities in industrialised countries. Europe and Eurozone risk The Fund may invest in, or be exposed to, Europe and the Eurozone. Mounting sovereign debt burdens (e.g. any sovereigns within the Eurozone, which default on their debts, may be forced to restructure their debts and faced difficulties in obtaining credit or refinancing) and slowing economic growth among European countries, combined with uncertainties in European financial markets, including feared or actual failures in the banking system, the possibility for one or more countries to withdraw from the European Union, including the United Kingdom (whose withdrawal is pending), which is a significant market in the global economy, and the possible break-up of the Eurozone and Euro currency, may adversely affect interest rates and the prices of both fixed income and equity securities across Europe and potentially other markets as well. These events may increase volatility, liquidity and currency risks associated with investments in Europe. The aforesaid economic and financial difficulties in Europe may spread across Europe and as a result, a single

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or several European countries may exit the Eurozone or a sovereign within the Eurozone may default on its debts. In any event of the break-up of the Eurozone or Euro currency, the Fund may be exposed to additional operational or performance risks. While the European governments, the European Central Bank, and other authorities are taking measures (e.g. undertaking economic reforms and imposing austerity measures on citizens) to address the current fiscal conditions, these measures may not have the desired effect and therefore the future stability and growth of Europe is uncertain. The performance and value of the Fund may be adversely affected should there be any adverse credit events (e.g. downgrade of the sovereign credit rating or default or bankruptcy of any Eurozone countries). Fund Management and Operation risk An investment in the Fund should be regarded as a passive investment. Shareholders have no right to participate in the day-to-day operations of the Fund. Nor are Shareholders entitled to receive notice of, attend or vote at general meetings of the Fund, other than a general meeting to vote on a proposed variation of the rights attaching to their Shares that would have a material adverse effect upon such rights.. Consequently, Shareholders have no control over the management of the Fund or over the appointment and removal of its Directors and service providers. The holder of the Management Shares (“Management Shareholder”), which will be the Investment Manager or an affiliate of the Investment Manager (which will be a Franklin Templeton Investments entity), controls all of the voting interests in the Fund, other than in respect of a proposal to vary the rights attaching to the Shares. Consequently, the Management Shareholder may make any changes to the Memorandum and Articles that it considers appropriate, including increasing the share capital, consolidating the shares and sub-dividing the Shares, and controlling if and when the Fund is placed into voluntary liquidation. Only the Management Shareholder can appoint and remove the Directors and, in turn, only the Directors can terminate the services of the service providers to theFund, including the Investment Manager. The Fund was recently formed and has limited operating history. The past investment performance of portfolios managed by the Investment Manager may not be construed as an indication of the future results of an investment in the Fund. The success of the Fund’s investment strategy will depend on the management, skill and acumen of the Investment Manager. Investors will have no opportunity to select or evaluate in advance any of the Fund’s investments or strategies. The Fund may employ only one investment strategy, which could result in lack of diversification and higher risk. Neither the Fund’s investment management agreement with the Investment Manager nor the Fund’s Memorandum and Articles limit the Fund’s investment strategy. Subject to or as otherwise provided for in this Confidential Offering Memorandum, the Investment Manager has wide latitude to invest or trade the Fund’s assets, to pursue any particular strategy or tactic or to change the Fund’s emphasis and/or strategy, all without obtaining the approval of the Investors. Investors will have no right to take part in the conduct, management, operation or control of the Fund or the Fund’s business. The Fund’s activities will generally not be subject to the same degree of regulatory oversight to which other investment vehicles are subject. Although the Fund is a regulated mutual fund under the Mutual Funds Law (2015 Revision) of the Cayman Islands, it is not required to, nor does it intend to, register under the laws of any other jurisdiction. As a consequence, the securities laws of other jurisdictions (which may provide certain regulatory safeguards to investors) generally will not apply. Accordingly, Shareholders may not have the benefit of all the protections afforded to them by the securities laws of their home jurisdiction or other relevant jurisdictions. No regulatory authority has reviewed, passed on or endorsed the merits of this offering or the adequacy or accuracy of this Confidential Offering Memorandum. Investors have no right to obtain information about the Fund’s current investments or strategies. If the Investment Manager, in its sole discretion, grants an Investor access to such information, such access may be subject to strict confidentiality provisions. Investments will be valued at each Valuation Day by the Administrator for purposes of calculating, among other things, the Net Asset Value of the Fund and, thereby, the investment management fee and other service providers’ fees. The value assigned to an investment at a certain time in accordance with the Fund’s valuation procedures may differ from the value that is ultimately able to be realised. In such a case, the investment management fee and service provider fees paid or otherwise effected will not be subject to reversal. If the Board of Directors, in consultation with the Investment Manager, decide that the investment objective or strategy of the Fund is no longer viable, they may resolve that the Fund be managed with the objective of realising assets in an orderly manner and distributing the proceeds to Shareholders in such manner as they determine to be in the best interests of the Fund, in accordance with the terms of the Articles and this Confidential Offering Memorandum, including, without limitation, compulsorily redeeming Shares, paying any dividend proceeds in specie and/or declaring a suspension while assets are realised. This process is integral to the business of the Fund and may be carried out without recourse to a formal liquidation under the Companies Law or any other applicable bankruptcy or insolvency regime, but shall be without prejudice to the right of the holder of the Management Shares to place the Fund into liquidation. Effect of Redemptions/Sales Where a redemption request is accepted, the Shares will be treated as having been redeemed with effect from the relevant Dealing Day irrespective of whether or not such redeeming Shareholder has been removed from the Fund's register of Shareholders or the redemption price has been determined or remitted. Accordingly, on and from the relevant Dealing Day, Shareholders in their capacity as such will not be entitled to or be capable of exercising any rights arising under the Articles with respect to Shares being redeemed save the right to receive the redemption price and any dividend which has been declared prior to the relevant Dealing Day but not yet paid (in each case with respect to the Shares being redeemed). Such redeemed Shareholders will be creditors of the Fund with respect to the redemption price. In an insolvent liquidation, redeemed Shareholders will rank behind ordinary creditors but ahead of Shareholders. Handling of Mail risk Mail addressed to the Fund and received at its registered office will be forwarded unopened to the forwarding address supplied by Investor Services to be dealt with. None of the Fund, its directors, officers, advisors or service providers (including the organisation which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. In particular, the Directors will only receive, open or deal directly with mail which is addressed to them personally (as opposed to mail which is addressed just to the Fund). Hybrid Securities risk Hybrid securities are those that, like convertible securities described above, combine both debt and equity characteristics. Hybrids may be issued by corporate entities (referred to as corporate hybrids) or by financial institutions (commonly referred as contingent convertible bonds or "CoCos"). Hybrid securities are subordinated instruments that generally fall in the capital structure between equity and other subordinated debt, i.e. such securities will be the most junior securities above equity. Such securities will generally have a long maturity and may even be perpetual in nature. Coupon payments may

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be discretionary and as such may be cancelled by the issuer at any point, for any reason, and for any length of time. The cancellation of coupon payments may not amount to an event of default. Hybrid securities are callable at pre-determined levels. It cannot be assumed that hybrid securities, including perpetual securities, will be called on the call date. The investor may not receive return of principal on a given call date or on any date. Interest Rate Securities risk The Fund’s investments in debt securities and/or money market instruments are subject to interest rate risk. A fixed income security’s value will generally increase in value when interest rates fall and decrease in value when interest rates rise. Interest rate risk is the chance that such movements in interest rates will negatively affect a security’s value or, in the Fund’s case, its Net Asset Value. Fixed income securities with longer-term maturities tend to be more sensitive to interest rate changes than shorter-term securities. As a result, longer-term securities tend to offer higher yields for this added risk. While changes in interest rates may affect the Fund’s income, such changes may positively or negatively affect the Net Asset Value of the Fund’s Shares on a daily basis. The interest rate is a general economic indicator that will have an impact on the Fund. It does not, in any way, suggest that the Fund will invest in conventional financial instruments. Investment Policy risk The Fund’s investment policy seeks to invest its assets for a specific time horizon, after which time the Fund intends to discontinue its activities as of the Maturity Date, unless there is a proposal to merge the Fund with another fund, extend its term, or otherwise change its investment objective and policy. There is a risk that the Fund may have difficulty finding sufficient investments that correspond in their time horizon or maturity to the stated maturity of the Fund. Similarly, there is a risk that market events during the Fund’s Principal Investment Period, and corresponding or changing investor behaviour, may lead to material redemptions prior to the Maturity Date, preventing the Fund from meeting its investment objective. There is also a risk that market events around the time of the Maturity Date may inhibit or prevent an orderly liquidation from occurring, potentially impacting the value of the Fund’s investments. Legal and regulatory risk The Fund must comply with various legal requirements, including requirements imposed by the securities laws and companies laws in various jurisdictions. The interpretation and application of legislative acts can be often contradictory and this may impact the enforceability of the various agreements and guarantees entered into by the Fund. Legislation could be imposed retrospectively or may be issued in the form of internal regulations not generally available to the public. The interpretation and application of laws and regulations can be often contradictory and uncertain particularly in respect of matters relating to taxation. Courts may not adhere to the requirements of the law and the relevant contract and it cannot be guaranteed that any recourse or judgment obtained in a foreign court will be enforced in certain jurisdictions where the assets relating to securities held by the Fund are located. Liquidity risk Liquidity risk takes two forms: asset side liquidity risk and liability side liquidity risk. Asset side liquidity risk refers to the inability of the Fund to sell a security or position at its quoted price or market value due to such factors as a sudden change in the perceived value or credit worthiness of the position, or due to adverse market conditions generally. Liability side liquidity risk refers to the inability of the Fund to meet a redemption request, due to the inability of the Fund to sell securities or positions in order to raise sufficient cash to meet the redemption request. Markets where the Fund’s securities are traded could also experience such adverse conditions as to cause exchanges to suspend trading activities. Reduced liquidity due to these factors may have an adverse impact on the Net Asset Value of the Fund and, as noted, on the ability of the Fund to meet redemption requests in a timely manner. Certain securities are illiquid due to a limited trading market, financial weakness of the issuer, legal or contractual restrictions on resale or transfer, or that are otherwise illiquid in the sense that they cannot be sold within seven days at approximately the price at which the Fund values them. Securities that are illiquid involve greater risk than securities with more liquid markets. Market quotations for such securities may be volatile and/or subject to large spreads between bid and ask prices. Illiquidity may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event. The Fund may invest its assets in financial instruments that are illiquid or not readily marketable. Furthermore, investments that were liquid at the time of purchase by the Fund could subsequently become illiquid. The Fund may not be able to liquidate those investments if the need should arise, and its ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. In volatile markets, the Fund may not be able to liquidate an investment without incurring a loss. The sale of illiquid financial instruments often requires more time and may result in higher brokerage charges or dealer discounts and other selling expenses than does the sale of financial instruments that are readily marketable. The market prices, if any, for such financial instruments tend to be volatile, and may fluctuate due to a variety of factors that are inherently difficult to predict, including, but not limited to, changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic or international economic or political events and developments or trends in any particular industry. Therefore, the value assigned to such financial instruments for purposes of determining net profits and net losses may differ substantially from the value the Fund is ultimately able to realise. For example, the limited liquidity of the market for non-investment grade and non-rated instruments in which the Fund may invest may adversely affect the ability of the relevant calculating party to arrive at a fair value for certain non-investment grade and non-rated financial instruments since the valuation of illiquid indebtedness generally involves a greater degree of judgment than if those values were based on available market quotations. Therefore, if the Fund is required to sell such financial instruments to satisfy redemptions, it may incur substantial losses. Low-Rated or Non-Investment Grade Securities risk The Fund may invest in higher-yielding securities rated lower than investment grade. High-yield debt securities (including financings) and unrated securities of similar credit quality ("high-yield debt instruments" or "junk Sukuk") involve greater risk of a complete loss of the Fund’s investment, or delays of profit and principal payments, than higher-quality debt securities. Issuers of high-yield debt instruments are not as strong financially as those issuing securities of higher credit quality. High-yield debt instruments are generally considered predominantly speculative by the applicable rating agencies as these issuers are more likely to encounter financial difficulties and are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make profit and principal payments when due. If an issuer stops making profit and/or principal payments, payments on the securities may never resume. These instruments may be worthless and the Fund could lose its entire investment.

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The prices of high-yield debt instruments fluctuate more than higher-quality securities. Prices are especially sensitive to developments affecting the issuer’s business or operations and to changes in the ratings assigned by rating agencies. In addition, the entire high-yield debt market can experience sudden and sharp price swings due to changes in economic conditions, stock market activity, large sustained sales by major investors, a high-profile default, or other factors. Prices of corporate high-yield debt instruments often are closely linked with the company’s stock prices and typically rise and fall in response to factors that affect stock prices. High-yield debt instruments are generally less liquid than higher-quality securities. Many of these securities are not registered for sale with relevant regulatory authorities in the local jurisdiction and/or do not trade frequently. When they do trade, their prices may be significantly higher or lower than expected. At times, it may be difficult to sell these securities promptly at an acceptable price, which may limit the Fund’s ability to sell securities in response to specific economic events or to meet redemption requests. As a result, high-yield debt instruments generally pose greater illiquidity and valuation risks. The use of credit ratings in evaluating debt securities can involve certain risks, including the risk that the credit rating may not reflect the issuer’s current financial condition or events since the security was last rated by a rating agency. Credit ratings may be influenced by conflicts of interest or based on historical data that no longer apply or are accurate. Recently, legislation and regulations to reform rating agencies have been proposed and may adversely impact the Fund’s investments or investment process. Unrated debt securities determined by the Investment Manager to be of comparable quality to rated securities which the Fund may purchase may pay a higher profit rate than such rated debt securities and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated securities or issuers. Market risk The market values of securities owned by the Fund will go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting individual issuers, securities markets generally or particular industries or sectors within the securities markets. The value of a security may go up or down due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for revenues or corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also go up or down due to factors that affect an individual issuer or a particular industry or sector, such as changes in production costs and competitive conditions within an industry. During a general downturn in the securities markets, multiple asset classes may decline in value. When markets perform well, there can be no assurance that securities held by the Fund will participate in or otherwise benefit from the advance. Stock prices tend to go up and down more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various stocks held by the Fund. Nomineeship risk The legislative framework in some markets is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. Consequently, the courts in such markets may consider that any nominee or custodian as registered holder of securities would have full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof. Investors' attention is drawn to the fact that any Investor will only be able to fully exercise Shareholder rights directly against the Fund if the Investor is registered himself in the Fund’s Shareholders' register. In cases where an Investor invests in the Fund through a Nominee type of intermediary, which invests into the Fund in its own name but on behalf of the Investor, it may not always be possible for the Investor to exercise certain Shareholder rights directly against the Fund. Investor investing through a Nominee type of intermediary or custodian must notably be aware that in case of discontinuity in the operation of such intermediary or custodian, whether due to insolvency, bankruptcy or other cause, there is a risk of delay in the ability to exercise rights or even loss of rights. Investors are advised to take advice on their rights. Portfolio Turnover risk The Investment Manager may sell a security or enter into or close out of a Shariah-compliant derivative position when it believes it is appropriate to do so, regardless of how long the Fund has held the instrument. These activities increase the Fund’s portfolio turnover and may increase the Fund’s transaction costs. Reclassification of Shariah Status Risk Shariah-compliant securities which are reclassified as Shariah non-compliant upon review by the Shariah Supervisory Board will require the securities to be disposed of immediately should their market value exceed the original investment cost on the announcement day. However, in the event the market value does not exceed the original investment cost on the announcement day, the relevant securities deemed non-compliant by the Shariah Supervisory Board can be held up to a maximum of 90 days from day of announcement. Any capital gain arising from the disposal of the Shariah non-compliant securities made at the time of the announcement day can be kept by the Fund. However, any excess capital gain derived from the disposal of the Shariah non-compliant securities after the announcement day at a market price that is higher than the closing price on the announcement day must be channelled to charitable bodies. Prepayment risk Debt securities are subject to prepayment risk when the issuer can "call" the security, or repay principal, in whole or in part, prior to the security’s maturity. When the Fund reinvests the prepayments of principal it receives, it may receive profit that is lower than the rate on the existing security, potentially lowering the Fund’s income, yield and its distributions to shareholders. Securities subject to prepayment may offer less potential for gains during a declining interest rate environment and have greater price volatility. Prepayment risk is greater in periods of falling interest rates. Reinvestment risk Reinvestment risk is the risk that the proceeds from the payment of principal and/or profit, could be reinvested at a lower rate than the original investment. Call features affect an investor's reinvestment risk because corporations typically call their Sukuk in a declining interest rate environment. Other Sukuk features that could increase reinvestment risk in a lower rate environment are: higher coupons/cash flows, higher coupon frequency and amortizing payments.

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Restructuring Companies risk The Fund may also invest in the securities of companies involved in mergers, consolidations, liquidations and reorganisations (including those involving bankruptcy) or as to which there exist tender or exchange offers, and may participate in such transactions; it may also purchase indebtedness and participations therein, both secured and unsecured, of debtor companies engaged in reorganisation or financial restructuring. Such investments also involve greater credit risks. The companies involved in reorganisation or financial restructuring tend to have a relatively weak financial position and may also be subject to the risks that the restructuring could be disruptive to the business and management structure of the companies involved, which may expose the Fund to higher investment risk. Shariah Non-Compliance Risk The Shariah Supervisory Board has been appointed by the Board of Directors to ensure the compliance of the Funds’ investments with the Shariah Guidelines. The Investment Manager will undertake the investment activities of the Fund in accordance to the Shariah Guidelines. As a consequence, this may mean that the performance of the Fund may possibly be lower than other investment funds that do not seek to strictly adhere to the Islamic investment criteria. The Shariah Guidelines may require in certain circumstances for the Fund to dispose of certain investments and also may prohibit the investment into well-performing securities due to non-compliance to Shariah. These requirements may place the Fund at a relatively less advantageous position compared to other investment funds that do not have to adhere to the Shariah principles. In addition, the requirement to "purify" cash holdings or dividend income will likely result in payments being made to charities that have been approved by the Shariah Supervisory Board. To the extent such payments are made, the return to investors will be reduced by the amount of such payments, adversely affecting Fund performance compared to funds with a similar investment objective that do not have to make such payments. Although the Fund fully intends to observe the Shariah Guidelines at all times, no such assurance can be given, as there may be occasions when the Fund’s investment may accidentally become non-compliant to the Shariah for factors that are outside the control of the Fund. The Fund shall report such incidents to the Shariah Supervisory Board as soon as reasonably practicable. Sovereign Debt risk Sovereign debt securities are subject to various risks in addition to those relating to debt securities and foreign securities generally, including, but not limited to, the risk that a governmental entity may be unwilling or unable to pay profit and repay principal on its sovereign debt, or otherwise meet its obligations when due because of cash flow problems, insufficient foreign reserves, the relative size of the debt service burden to the economy as a whole, the government’s policy towards principal international lenders such as the International Monetary Fund, or the political considerations to which the government may be subject. Sovereign debtors also may be dependent on expected disbursements from other foreign governments or multinational agencies and the country’s access to, or balance of, trade. If a sovereign debtor defaults (or threatens to default) on its sovereign debt obligations, the indebtedness may be restructured. Restructuring may include obtaining additional credit to finance outstanding obligations, reduction and rescheduling of payments of profit and principal, or negotiation of new or amended credit and security agreements. Unlike most corporate debt restructurings, the fees and expenses of financial and legal advisers to the creditors in connection with a restructuring may be borne by the holders of the sovereign debt securities instead of the sovereign entity itself. Some sovereign debtors have in the past been able to restructure their debt payments without the approval of some or all debt holders or to declare moratoria on payments, and similar occurrences may happen in the future. In the event of a default on sovereign debt, the Fund may have limited legal recourse against the defaulting government entity. As a sovereign entity, the issuing government may be immune from lawsuits in the event of its failure or refusal to pay the obligations when due, and any rights the Fund may have may be restricted pursuant to the terms of applicable treaties with such sovereign entity. If a sovereign entity defaults, it may request additional time in which to pay or for further financing. There may be no legal process for collecting sovereign debt that a government does not pay or such legal process may be relatively more expensive, nor are there bankruptcy proceedings by which the Fund may collect in whole or in part on debt issued by a sovereign entity. In certain cases, remedies must be pursued in the courts located in the country of the defaulting sovereign entity itself, which may further limit the Fund’s ability to obtain recourse. The Fund may invest in sovereign debt issued by governments or government-related entities from countries referred to as Emerging Markets or frontier markets, which bear additional risks compared to more developed markets due to such factors as greater political and economic uncertainties, currency fluctuations, repatriation restrictions or capital controls. Investors should understand that all investments involve risk and there can be no guarantee against loss resulting from an investment in the Fund, nor can there be any assurance that the Fund’s investment objective will be attained. Neither the Fund, the Investment Manager, nor any of their worldwide affiliated entities, guarantee the performance or any future return of the Fund. DIRECTORS, INVESTMENT MANAGER AND OTHER SERVICE PROVIDERS Directors Details of the Directors of the Fund, who are responsible for its investment policy, are set out below: Gwen Shaneyfelt Gwen Shaneyfelt is responsible for global corporate accounting, accounting policy, financial reporting, taxation and transfer pricing for Franklin Templeton Investments. Mrs. Shaneyfelt has devoted her career to the financial services industry and has spent more than 20 years in the investment management industry. From 2006 through 2011, she served as chairman of the ICI Tax and Advisor/Distributor Tax committees. Prior to joining Franklin Templeton, Mrs. Shaneyfelt was Executive Director of Tax at Morgan Stanley Investment Management where she was responsible for all corporate and fund tax matters for the Investment Management Division. In addition to Morgan Stanley, Mrs. Shaneyfelt's investment services career includes senior tax positions at Van Kampen Investments and KPMG Peat Marwick where she was Senior Tax Manager. Mrs. Shaneyfelt holds a BS in Accountancy from Northern Illinois University. She is an Illinois Certified Public Accountant in the State of Illinois. William Yun William Y. Yun is executive vice president of Alternative Investment Strategies for Franklin Templeton Investments. He is responsible for the firm's specialized and alternative investment groups, including the hedge fund and alternative investment solutions of K2 Advisors, the emerging markets private equity and mezzanine finance capabilities of Darby Private Equity, the target date retirement funds and risk-based asset allocation funds of Franklin Templeton Solutions, the global property and real asset offerings of Franklin Real Asset Advisors, and the company's asset management joint ventures in China and Vietnam, as well as our commodities specialist Pelagos Capital.

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Mr. Yun serves on Franklin Templeton's investment management and risk management committees. He also serves on the board of directors of Fiduciary Trust Company International. He joined Fiduciary Trust in 1992 and was a portfolio manager for eight years prior to becoming executive vice president overseeing Fiduciary Trust's global equity division. He served as president of Fiduciary Trust from 2000 to 2005. In 2002, he also became president of Franklin Templeton Institutional, the global business development group responsible for Franklin Templeton's institutional business. In this role, he was responsible for the activities of Franklin Templeton's defined benefit and investment-only defined contribution businesses, as well as for Franklin Templeton Portfolio Advisors, which provided separate account management to individual and institutional clients via investment advisers and consultants. In 2008, he assumed his current role. Prior to joining Fiduciary Trust, Mr. Yun worked in both asset management and investment banking at Blyth Eastman Paine Webber, First Boston, and CB Commercial Holdings. Mr. Yun holds an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College, and a B.A. from Harvard University. He is a Chartered Financial Analyst (CFA) charterholder and a member of the New York Society of Security Analysts. Mr. Yun is a trustee of The Commonwealth Fund in New York and The China Medical Board, and on the President's Advisory Council of the Girl Scouts of Greater New York. William Jackson William Jackson is a senior vice president of Franklin Templeton Services and is based in Edinburgh. He has four main areas of responsibility:

(i) Portfolio Administration - Investment administration for all Franklin Templeton Institutional accounts; (ii) New Business Services - New product launch support and institutional on-boarding; (iii) Franklin Templeton Services Project Management Office - Project services and systems support for Franklin Templeton Services; and (iv) Site Leader for global operations center in Poznan.

He is also a director of a number of Franklin Templeton corporate and fund entities based in the United Kingdom and Luxembourg. Mr. Jackson joined Franklin Templeton in 1999 as Head of European Fund Accounting and progressed to Head of International Fund Accounting in 2002. From 2005 to 2008, he was Managing Director for Franklin Templeton International Services in Luxembourg and from 2011 to 2013 Mr. Jackson was President of Franklin Templeton International Services based in Hyderabad. Prior to joining Franklin Templeton, Mr. Jackson spent nine years with Fleming Asset Management in Edinburgh and Luxembourg. Mr. Jackson earned his degree in industrial chemistry from Paisley College and is a member of The Chartered Institute of Management Accountants. Under the Articles, no current or former Director may be held liable to the Fund for any loss or damage incurred by the Fund as a result (whether direct or indirect) of such Director carrying out of his or her functions unless that liability arises through the fraud, recklessness, gross negligence or bad faith of such Director. Additionally, all current or former Directors will be indemnified out of the assets of the Fund against any actions, proceedings, costs, charges, losses, damages and expenses which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own fraud, recklessness, gross negligence or bad faith. Investment Manager The Board of Directors has appointed Franklin Templeton Investments (ME) Limited as Investment Manager to be responsible on a day-to-day basis under the supervision of the Board of Directors, for providing investment management and advice services in respect of the Fund. The Investment Manager is a company limited by shares which was incorporated in the DIFC on 2 November 2006 (DIFC Registered Number 0281). The Investment Manager holds a Commercial Licence, licence number CL0281, issued by the DIFC and is regulated by the Dubai Financial Services Authority. The Investment Manager is an indirect wholly owned subsidiary of FRI, which operates as Franklin Templeton Investments, a global investment organisation with over 60 years of investing experience. Franklin Templeton Investments is made up of renowned names in the investment management industry such as Franklin, Templeton and Mutual Series and other specialized investment teams, each with its own unique investment style and specialization. Franklin Templeton Investments is able to capitalize on the investment and research expertise of investment professionals worldwide to seek consistently superior performance in the long-term. FRI, listed on the New York Stock Exchange, is currently one of the largest publicly traded U.S. asset managers in terms of both assets under management and market capitalization. Details of the value of assets currently managed by Franklin Templeton Investments can be accessed on http://www.franklintempleton.com. The Fund has entered into an investment management agreement (“Investment Management Agreement”) with the Investment Manager pursuant to which the Investment Manager will manage the assets of the Funds in accordance with the Fund’s investment objective and policy. The Investment Manager has exclusive power and authority, subject to the review and control of the Directors, with respect to the management of the Fund, including discretionary investment authority over the assets of the Fund and responsibility for managing the Fund’s portfolio on a daily basis. The Investment Manager may, from time to time, delegate or sub-contract any or all of its duties to any parties considered by the Investment Manager to be competent to assume such duties. The Investment Management Agreement provides for an investment management fee to be paid to the Investment Manager (see Appendix D for details). All amounts due to the Investment Manager pursuant to the Investment Management Agreement, as well as audit and legal fees, will be borne by the Fund, which also will bear all costs and expenses directly related to investment transactions and positions for its account, including brokerage commissions, custodial fees and taxes. The Investment Manager shall be responsible for paying the compensation of any delegate out of the Investment Manager’s own resources, if applicable. The Investment Management Agreement provides that, in the absence of willful misconduct, gross negligence or fraud on the part of the Investment Manager, no Indemnified Management Person (as defined below) will be subject to liability to the Fund or to any Shareholder for any act or omission in the course of, or connected with, rendering services thereunder. The Investment Management Agreement also provides that the Fund will indemnify the Investment Manager, its shareholders, affiliates, officers, directors, employees and agents and each of their respective shareholders, affiliates, officers, directors, partners, members, managers, employees and agents (collectively, “Indemnified Management Persons”) from and against any actual or threatened loss or expense suffered or sustained by them by reason of: (a) the fact that they were acting as or on behalf of the Investment Manager or the Fund or (b) any acts or omissions in or arising out of the performance of their duties or services as Investment Manager or as shareholders, officers, directors, employees or agents of the Investment Manager, or as an agent, employee, investment adviser or consultant of the Fund; provided, however, that such Indemnified Management Person has acted in good faith and in the

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absence of willful misconduct or fraud and has not been found in a criminal proceeding to have had reasonable cause to believe that the conduct was unlawful. The Fund shall, in the sole discretion of the Board of Directors, advance to any Indemnified Management Person, reasonable attorneys’ fees and expenses incurred in connection with the defence of any action or proceeding which arises out of such conduct. All such advanced fees and expenses shall be repaid to the Fund if such action or proceeding is found not to be covered under the indemnification provisions of the Investment Management Agreement. The Investment Management Agreement may be terminated without cause at any time by either the Fund or the Investment Manager upon thirty (30) days’ written notice and may also be terminated in other circumstances as set out in the Investment Management Agreement. The principal contact at the Investment Manager is Mr Sandeep Singh, Senior Director - International Advisory Services who is responsible for leading and developing the retail and institutional businesses in Central and Eastern Europe and Middle East and Africa. Administrator Franklin Templeton Services, LLC, the Administrator, provides certain financial, accounting, administrative and other services to the Fund. The Administrator provides its services subject to the overall direction of the Board of Directors. Pursuant to an administration agreement (the “Administration Agreement”) between the Administrator and the Fund, the Administrator will be responsible, inter alia, for the following matters under the general supervision of the Board of Directors:

• preparing and maintaining the Fund’s financial and accounting records and statements, • determining the Net Asset Value of the Fund, • calculating the management fee, • arranging for the provision of accounting, clerical and administrative services, • maintaining corporate records, and • disbursing payments of fees, if any.

Pursuant to the Administration Agreement, the Administrator may retain one or more third parties (“Delegates”) to perform all or a portion of its duties under the Administration Agreement on behalf of the Fund. The Administration Agreement may be terminated at any time without penalties by any party upon not fewer than sixty (60) days’ written notice. The Administration Agreement provides that the Administrator and its Delegates shall not be liable to the Fund or its investors for any acts or omissions in the performance of administrative services in the absence of willful misconduct, gross negligence or fraud in the performance of such services. In addition, the Fund shall indemnify the Administrator, its officers, directors, employees and Delegates and hold them harmless from and against any expense, loss, liability or damage arising out of any claim asserted or threatened to be asserted in connection with their serving in good faith unless said claim results from the willful misconduct, gross negligence or fraud of such parties. The Administrator and its Delegates have no responsibility for the Fund’s investment performance. The Administrator and its Delegates will not provide any investment advisory or management services to the Fund and have no responsibility for the selection or allocation of the Fund’s assets, trading or investment activities (or the monitoring thereof), or the monitoring of and/or compliance by the Fund’s with its investment restrictions, strategies or objectives and will not be liable for any breach thereof. The Administrator and its Delegates are, in certain circumstances, entitled to rely on information and values provided by outside third parties (including the Investment Manager) in connection with the calculation of the Fund’s Net Asset Value. In such circumstances, the Administrator and its affiliates shall bear no liability or responsibility for the accuracy of information or values furnished by other persons in the performance of services to the Fund, and there is no obligation for the Administrator or its Delegates to independently verify such information or values, which shall be deemed binding and conclusive. The Administrator and its Delegates are not responsible for the accuracy or adequacy of the information contained in this Confidential Offering Memorandum except for the information provided by the Administrator and/or its Delegates for inclusion in this Confidential Offering Memorandum. The Administrator and its Delegates are authorized to provide information regarding each Investor and his, her or its investment in the Fund to legal counsel, auditors and certain regulatory authorities or as otherwise required by applicable law or regulation. The Administrator receives customary fees and reimbursement of out-of-pocket expenses paid out of the assets of the Fund, including for regulatory reporting and compliance, based upon the nature and extent of the services performed by the Administrator for the Fund. The Fund may retain other service providers affiliated with the Administrator to perform the administrative services that would otherwise be performed by the Administrator. Investor Services The Fund has appointed Franklin Templeton International Services S.à r.l. to provide administrative services to the Fund, including transfer agent and registrar duties, pursuant to an agreement (the “Investor Services Agreement”) entered into by the Fund and Investor Services. Investor Services will be responsible, inter alia, for the following matters under the general supervision of the Board of Directors:

• communicating with the Fund’s investors, • maintaining the register of Shareholders, • processing subscriptions and redemptions, and • complying with applicable anti-money laundering and AEOI laws and regulations.

Investor Services does not perform accounting and valuation services for the Fund. Under the Investor Services Agreement, the Fund has agreed to indemnify and hold harmless Investor Services and its officers and directors from any and all liabilities and expenses whatsoever arising out of Investor Services’ actions taken pursuant to Investor Services Agreement, other than liability arising from the negligence or willful default of Investor Services. The appointment of Investor Services may be terminated by the Fund or the Administrator by

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sixty (60) days' prior notice in writing (or such shorter time as the parties may agree) and, immediately upon certain events occurring, including a party being in material breach of the terms of the Investor Services Agreement. The Fund will pay a monthly fee in arrears (subject to a maximum annual fee) to Investor Services for its services and will reimburse it for any out-of-pocket expenses incurred in the provision of those services. The Investor Services Agreement also permits Investor Services to delegate any or all of its duties under the Agreement to sub-registrars and other delegates, including its affiliated or associated entities. Principal Distributor The Principal Distributor for the Fund is Franklin Templeton Investments (ME) Limited. Additional distributors may be appointed from time to time. In addition, the Principal Distributor has the right to assign or delegate its duties to sub-distributor(s), intermediary(ies) and/or dealer(s) that may or may not be affiliated with Franklin Templeton Investments. The Investment Manager may allocate a portion of the investment management fee it receives from the Fund to the Principal Distributor, which may make payments to various sub-distributor(s), intermediary(ies), dealer(s) and/or professional investors, who may include affiliates of Franklin Templeton Investments. Custodian The Fund has appointed The Bank of New York Mellon to act as Custodian for the Fund, pursuant to the Global Custody Agreement (the “Global Custody Agreement”) entered into by the Fund and the Custodian. The Custodian, a subsidiary of The Bank of New York Mellon Corporation, is a bank incorporated under the laws of the state of New York. In exchange for the services it provides to the Fund, the Custodian receives a fee from the Fund in accordance with the terms of the Global Custody Agreement. The Global Custody Agreement provides that the Custodian shall not, in the absence of negligence or willful misconduct, be responsible for any loss or damage which the Fund may sustain or suffer as a result of or in the course of the discharge of its duties thereunder. The Custodian may obtain the advice of counsel with respect to questions of law regarding the provision of the services under the Global Custody Agreement, and the Custodian shall be protected with respect to anything done or omitted to be done in good faith in conformity with such advice. Furthermore, the Custodian shall bear no liability for any losses incurred by the Fund as a result of the receipt or acceptance of financial instruments which are fraudulent, forged, invalid or otherwise not freely transferable or deliverable. Under the terms of the Global Custody Agreement, the Custodian may delegate any or all of its rights, duties and obligations to other entities, including its affiliates or associates. The Fund will indemnify and hold the Custodian harmless from and against any and all costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) sustained or incurred by or asserted against the Custodian by reason of or as a result of any action or inaction or arising out of the Custodian’s performance thereunder, including reasonable fees and expenses of counsel incurred by the Custodian in a successful defense of claims by the Fund, provided, however, that the Fund shall not indemnify the Custodian for such costs, expenses, etc. arising out of the Custodian’s negligence or willful misconduct. The Global Custody Agreement shall continue in force until terminated by the Fund on sixty (60) days’ notice in writing to the Custodian, or by the Custodian on sixty (60) days’ notice in writing to the Fund and the Investment Manager. The Global Custody Agreement may also be terminated in other circumstances as set out in the Global Custody Agreement. Auditors PricewaterhouseCoopers has been appointed auditors of the Fund in accordance with the local audit sign-off policy of the Cayman Islands Monetary Authority. Legal Advisers To The Fund (as to matters of Cayman Islands law only) Maples and Calder (Dubai) LLP, 5th Floor, The Exchange Building, Dubai International Financial Centre, PO Box 119980, Dubai, United Arab Emirates ("Maples and Calder"),, acts as Cayman Islands legal counsel to the Fund. In connection with the Fund's offering of Shares and subsequent advice to the Fund, Maples and Calder will not be representing Shareholders. No independent legal counsel has been retained to represent the Shareholders. Maples and Calder's representation of the Fund is limited to specific matters as to which it has been consulted by the Fund. There may exist other matters that could have a bearing on the Fund as to which Maples and Calder has not been consulted. In addition, Maples and Calder does not undertake to monitor compliance by the Investment Manager and its affiliates with the investment program, valuation procedures and other guidelines set forth herein, nor does Maples and Calder monitor ongoing compliance with applicable laws. In connection with the preparation of this Confidential Offering Memorandum, Maples and Calder's responsibility is limited to matters of Cayman Islands law and it does not accept responsibility in relation to any other matters referred to or disclosed in this Confidential Offering Memorandum. In the course of advising the Fund, there are times when the interests of Shareholders may differ from those of the Fund. Maples and Calder does not represent the Shareholders' interests in resolving these issues. In reviewing this Confidential Offering Memorandum, Maples and Calder has relied upon information furnished to it by the Fund and has not investigated or verified the accuracy and completeness of information set forth herein concerning the Fund. Legal Advisers To The Fund (as to matters of Shariah law only) Clyde & Co acts as Shariah legal counsel to the Fund. In connection with the Fund's offering of Shares and subsequent advice to the Fund, Clyde & Co will not be representing Shareholders. No independent legal counsel has been retained to represent the Shareholders. Clyde & Co’s representation of the Fund is limited to specific matters as to which it has been consulted by the Fund. There may exist other matters that could have a bearing on the Fund as to which Clyde & Co has not been consulted. In addition, Clyde & Co does not undertake to monitor compliance by the Investment Manager and its affiliates with the investment program, valuation procedures and other guidelines set forth herein, nor does Clyde & Co monitor ongoing compliance with applicable laws. In connection with the preparation of this Confidential Offering Memorandum, Clyde & Co's responsibility is limited to matters of Shariah law and it does not accept responsibility in relation to any other matters referred to or disclosed in this Confidential Offering Memorandum. In the course of advising the Fund, there are times when the interests of Shareholders may differ from those of the Fund. Clyde & Co does not represent the Shareholders' interests in resolving these issues. In reviewing this Confidential Offering Memorandum, Clyde & Co has relied upon information furnished to it by the Fund and has not investigated or verified the accuracy and completeness of information set forth herein concerning the Fund

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Shariah Supervisory Board Amanie Advisors LLC has been appointed by the Board of Drirectors as Shariah Supervisory Board of the Fund to monitor the Funds’ compliance with Shariah Guidelines and will be represented by: • Dr Mohamed Ali Elgari. Dr Mohamed Ali Elgari is a Professor of Islamic Economics and the former Director of the Centre for Research

in Islamic Economics at King Abdul Aziz University in Saudi Arabia. Dr Ali Elgari is an adviser to several Islamic financial institutions throughout the world and is also on the Shariah board of the Dow Jones Islamic Market Index. He is also a member of the Islamic Fiqh Academy as well as the Islamic Accounting and Auditing Organisation for Islamic Financial Institutions (AAIOFI). Dr Elgari has written several books on Islamic banking. He graduated from the University of California with a Ph.D. in Economics.

• Dr. Mohd. Daud Bakar. Dr. Mohd Daud Bakar is the founder and group chairman of Amanie Advisors, a global boutique Shariah advisory

firm with offices located in Kuala Lumpur, Dubai, Luxembourg, Cairo, Kazakhstan, Oman, Australia, South Korea and Dublin. He is also the founder and chairman of Amanie Nexus Sdn Bhd (Kuala Lumpur). Prior to this, he was the deputy vice-chancellor at the International Islamic University Malaysia. He received his first degree in Shariah from University of Kuwait in 1988 and obtained his PhD from University of St. Andrews, United Kingdom in 1993. In 2002, he went on to complete his external Bachelor of Jurisprudence at University of Malaya. He has published a number of articles in various academic journals and has made many presentations in various conferences both local and overseas. Dr. Mohd Daud is currently the chairman of the Shariah Advisory Council of the Central Bank of Malaysia, the SACSC and the Shariah Supervisory Council of Labuan Financial Services Authority. He is also a member of the Shariah Board of Dow Jones Islamic Market Index (New York), Oasis Asset Management (Cape Town, South Africa), The National Bank of Oman, Financial Guidance (USA), BNP Paribas (Bahrain), Morgan Stanley (Dubai), Jadwa-Russell Islamic Fund (Kingdom of Saudi Arabia), Bank of London and Middle East (London), Noor Islamic Bank (Dubai), Islamic Bank of Asia (Singapore), and in other financial institutions both local and abroad. Apart from that, Dr. Mohd Daud is also actively advising, locally and overseas, on capital markets product structuring such as Sukuk.

• Dr. Muhammad Amin Ali Qattan. Dr. Qattan has a Ph.D. in Islamic Banking from Birmingham University and is himself a lecturer as well as a

prolific author of texts and articles on Islamic economics and finance. He currently is the Director of Islamic Economics Unit, Centre of Excellence in Management at Kuwait University. Dr Qattan also serves as the Shariah adviser to many reputable institutions such as Ratings Intelligence, Standard & Poors Shariah indices, Al Fajer Retakaful, amongst others. He is a highly regarded Shariah scholar and is based in Kuwait.

• Dr. Osama Al Dereai. Dr Osama Al Dereai is a Shariah scholar from Qatar. He has extensive experience in teaching consulting and research in the

field of Islamic finance. He received his Bachelor's degree specializing in the Science of Hadeth Al Sharef from the prestigious Islamic University of Madinah. Dr Al Dereai obtained his Masters degree from the International Islamic University (Malaysia) and was later conferred his Doctorate in Islamic Transactions from the University of Malaya. Dr Al Dereai is a Shariah board member of various financial institutions including the First Leasing Company, Barwa Bank, First Investment Company and Ghanim Al Saad Group of Companies amongst others.

These Shariah Supervisory Board members already serve on the Shariah boards of several major Islamic institutions. The Board of Directors, has appointed the Shariah Supervisory Board to be responsible for Shariah supervisory and compliance functions. The Shariah Supervisory Board will advise the Fund, with respect to Shariah matters. The Shariah Supervisory Board will establish general investment guidelines which are consistent with the principles of Shariah and will confirm pre-post and ex-post the compliance of all potential investments with the Shariah Guidelines. As a matter of principle the Fund will only invest in investments which are compliant with the principles of Shariah as interpreted by the Shariah Supervisory Board. The Investment Managers will be entitled to rely completely on the advice of the Shariah Supervisory Board to ensure that the principles of Shariah are observed in relation to proposed or actually implemented investments. • More specifically the Shariah Supervisory Board will analyse the policies, guidelines and management processes and procedures of the Fund to

ensure compliance with Shariah principles. This will involve, among other duties, endorsing the structure and providing Shariah approval of the following: o Constitutional and issuing documents of the Fund; o Investment criteria for selection of financial products (hereinafter called "Shariah Products"); o Marketing materials and presentations; and o Other areas that are identified as having ramifications from a Shariah perspective.

• The Shariah Supervisory Board will conduct a pre-screening and/or post-screening on Shariah compliance in the context of which the Shariah

Supervisory Board will review and ascertain Shariah compliance of a number of Shariah Products selected by the Investment Managers, or its appointed agent.

Whenever the application of Shariah rules so require, the Fund intends to deduct from the Fund’s total returns amounts that may have derived from Interest or other income not in accordance with the principles of Shariah, as determined by the Investment Manager after consultation with the Shariah Supervisory Board. At the end of each quarter, the Investment Manager will compute the amount to be deducted on the basis of the latest available information. Where applicable and appropriate, a provision (adjusted to take account of changes in the investments of the Fund) shall be made on each Valuation Day in the calculation of the NAV. Information as to the rates of provisions may be obtained from the Investment Manager. The said amounts will be paid to charities from time to time as proposed by the Shariah Supervisory Board after due approval by the Fund. PUBLICATION OF SHARE PRICES The Net Asset Value per Share of the Fund and each Share Class is available at the office of Investor Services or from a duly authorised Distributor. The Fund will arrange for the publication of the Net Asset Value per Share of the Fund as required under applicable laws. The Fund and Investor Services cannot accept any responsibility for any error or delay in prices or for the non-availability of prices.

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INVESTOR GENERAL INFORMATION Offer Period The Offer Period of the Shares is from 15 November 2017 to 6 December 2017 (both days inclusive). The Offer Period may be extended or reduced by the Board of Directors in their absolute discretion. Shares are only available for subscription during the Offer Period. No Shares will be sold after the Offer Period. The Fund may be voluntarily terminated by the holder of Management Shares if at the close of the Offer Period the total subscriptions for Shares of the Fund amount to less than USD 80 million or such other amount as the Board of Directors may decide. Upon such termination of the Fund, all subscription monies (in respect of which no additional amounts whatsoever are payable) will be returned to investors within one (1) month or as soon as possible thereafter. Issue of Shares Shares may be issued in different classes and are made available through the Principal Distributor. The Principal Distributor will, from time to time, enter into contractual agreements with several other sub-distributors, intermediaries, Brokers/Dealers and/or professional investors for the distribution of those Shares. During the Offer Period, Shares of the Fund are generally available for subscription at a fixed issue price of:

• USD 10.00 per Share for Class A (Qdis) USD), plus any applicable entry charge. Purchase monies are required to be received by Investor Services in cleared funds prior to the Closing Date (i.e., 6 December 2017). Where an application for Shares is accepted, the Shares will be treated as having been issued with effect from the Inception Date notwithstanding that the subscriber for those Shares may not be entered in the Fund’s register of Shareholders until after the Inception Date. The purchase monies paid by a subscriber for Shares will accordingly be subject to investment risk in the Fund from the Inception Date. If circumstances so require, the Board of Directors reserves the right at any time, without notice, to discontinue the issue or sale of Shares pursuant to this Confidential Offering Memorandum. The Fund may restrict or prevent the ownership of Shares by any US Person and/or any person, firm or corporate body if in the opinion of the Fund such holding may be detrimental to the Fund or its Shareholders, may result in a breach of any applicable law or regulations or may expose the Fund or its Shareholders to liabilities (to include, inter alia, regulatory or tax liabilities and any other tax liabilities that might derive, inter alia, from any breach of FATCA requirements ) or any other disadvantages that it or they would not have otherwise incurred or been exposed to. Such persons, firms or corporate bodies (including US Persons and/or persons in breach of FATCA requirements) are herein referred to as "Prohibited Persons". For such purposes, the Fund may: 1) decline to issue any Share and decline to register any transfer of a Share, where it appears to it that such registration or transfer would or might result

in beneficial ownership of such Share by a Prohibited Person;

2) at any time require any person whose name is entered in, or any person seeking to register the transfer of Shares on, the register of shareholders to furnish it with any representations and warranties or any information, supported by affidavit, which it may consider necessary for the purpose of determining whether or not, to what extent and under which circumstances, beneficial ownership of such Shareholder's Shares rests or will rest in a Prohibited Person, or whether such registration will result in beneficial ownership of such Shares by a Prohibited Person; and

3) where it appears to the Fund that any Prohibited Person, either alone or in conjunction with any other person, is a beneficial owner of Shares or is in

breach of its representations and warranties or fails to make such representations and warranties in a timely manner as the Fund may require, may compulsorily redeem from any such Shareholder all or part of the Shares held by such Shareholder in the manner more fully described in the Articles; and

4) decline to accept the vote of any Prohibited Person at any meeting of shareholders of the Fund. No Listing of Shares The Shares will not be listed on any stock exchange. Although the Board of Directors may decide to make an application to list the Fund or the Shares of any Share Class on any recognised stock exchange, there is currently no intention to do so. Form of Shares All Shares are issued in registered form. Fractional registered shares will be rounded to three (3) decimal places. Any deal order with a stated Share amount with more than three (3) decimal places will be rounded to three (3) decimal places, using conventional rounding to the nearest thousandths place. Dealing Cut-Off Times Dealing Cut-Off Times are detailed in Appendix A. The Fund and/or Investment Manager may permit, if it deems it appropriate, different Dealing Cut-Off Times to be agreed with local distributors or for distribution in jurisdictions where the different time zone so justifies. In such circumstances, the applicable Dealing Cut-Off Time applied must always precede the time when the applicable Net Asset Value is calculated. Such different Dealing Cut-Off Times shall be disclosed in the local supplement to and/or local version of this Confidential Offering Memorandum, the agreements in place with the local distributors, or other marketing material used in the jurisdictions concerned.

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Calculation of Share Prices/Net Asset Value The prices at which Shares of each Share Class can be sold are calculated on each Valuation Day by reference to the Net Asset Value per Share of the Share Class concerned and are available on the following Business Day. Some jurisdictions do not permit Investor transactions to be accepted during local holidays. Details of these arrangements are contained in the local version of this Confidential Offering Memorandum. Details of the calculation of the Net Asset Value are provided in Appendix C. Redemption requests received in writing by the Investment Manager or by a duly authorised Distributor, prior to the applicable Dealing Cut-Off Time on any Dealing Day, will be dealt with at the relevant Net Asset Value per Share determined for that Valuation Day. All sale requests shall be dealt with on an unknown Net Asset Value basis before the determination of the Net Asset Value per Share for that Valuation Day. Suspension of dealing and Share Prices/Net Asset Value The calculation of the Net Asset Value (and consequently sale price) of any Share of the Fund may be suspended by the Fund pursuant to the power reserved to it by its Articles and as described in Appendix C. Sale requests made or pending during such suspension may be withdrawn by notice in writing received by the Investment Manager prior to the end of such suspension. Unless withdrawn, sale requests will be considered as if received on the first Valuation Day following the end of the suspension. Fund Liquidations If at the close of the Offer Period the total subscriptions for Shares of the Fund amount to less than USD 80 million or such other amount as the Board of Directors may decide, the Fund may be voluntarily terminated by the holder of Management Shares. Upon such termination of the Fund, all subscription monies (in respect of which no additional amounts whatsoever are payable) will be returned to investors within one (1) month or as soon as possible thereafter. If a change in the economic or political situation relating to the Fund would justify a liquidation or if it is required by the interests of the Shareholders of the Fund, the Board of Directors may decide to liquidate the Fund and redeem all outstanding Shares. Notice of such liquidation will be sent to the registered Investors. The price at which Shares will be redeemed will be the Net Asset Value per Share of the Fund determined upon realisation of all assets attributable to the Fund. Further details are provided in Appendix B. Minimum Investment The minimum initial investment in the Shares of the Fund is USD 100,000 or the equivalent in any other freely exchangeable currency. The minimum investment amount may be waived in whole or in part by the Board of Directors to the extent permitted by applicable law. In no circumstances shall the minimum initial subscription by any registered Investor be less than USD 100,000. Each Investor that is purchasing Shares in the UAE shall be required to invest a minimum of AED 1,000,000 (or the equivalent in a foreign currency) in the Fund. Any specific minimum initial investment applied in other jurisdictions will be disclosed in the local version of this Confidential Offering Memorandum. The Fund and the Investment Manager reserve the right to reject any application which does not meet the minimum investment requirements. The Fund and/or the Investment Manager may, at any time, decide to compulsorily redeem all Shares from any Shareholder whose holding is less than the minimum holding amount specified above or on application, or who fails to satisfy any other applicable eligibility requirements set out in the Confidential Offering Memorandum. Nominee Local offering documentation may provide the facility for the Investors to avail of Nominee type of intermediaries, brokers/dealers and/or local paying agents. The Nominee name will appear on the register of Shareholders of the Fund and the Nominee may effect purchases and sales of Shares on behalf of the Investors. The Nominee maintains its own records and provides the Investors with individualised information as to their Holdings. Except as required by law, no person shall be recognised by the Fund as holding any share upon any trust, and (except only as by law otherwise provided) the Fund shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or any interest in any fractional part of a Share, or any other right in respect of any Share, except an absolute right to the entirety thereof in the registered Shareholder. Third Party Payments Investors are informed that it is the Fund’s policy not to make payment to or accept payment from a party other than the registered Shareholder. Investors should note that if their redemption instruction is accompanied by a request to pay the sale proceeds into a bank account, located in a country other than the Investor’s country of residence, the Fund, the Investment Manager and/or Investor Services reserves the right to delay the execution of the transaction or the release of the payment proceeds, until additional information or documentation is received that provides additional investor protection to the satisfaction of the Fund, the Investment Manager and/or Investor Services. Sanctions The Fund is subject to laws which restrict it from dealing with persons that are located or domiciled in sanctioned jurisdictions. Accordingly, the Fund will require the prospective subscriber to represent that they and their beneficial owners or controllers are not named on, or deal with third parties named on, a list of prohibited entities and individuals maintained by the US Treasury Department's Office of Foreign Assets Control ("OFAC") or under the European Union ("EU") and United Kingdom ("UK") Regulations (as extended to the Cayman Islands by Statutory Instrument), and is not

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operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the United Nations, EU or UK (collectively "Sanctions Lists"). Where the prospective subscriber is on a Sanctions List, the Fund may be required to cease any further dealings with the subscriber's interest in the Fund, until such sanctions are lifted or a licence is sought under applicable law to continue dealings. Telephone Recording The Investment Manager and Investor Services may use telephone recording procedures to record any conversation. Investors are deemed to consent to the tape-recording of conversations with the Investment Manager and Investor Services and to the use of such tape recordings by the Investment Manager, Investor Services and/or the Fund in legal proceedings or otherwise at their discretion. Investor Portfolio Registered Investors will be given at least one personal Investor Portfolio Number. Such personal Investor Portfolio Number should be used in all correspondence with the Fund or Investor Services. In the event that more than one personal Investor Portfolio Number is attributed to the same Investor, all such personal Investor Portfolio Numbers should be indicated for any request concerning all the Portfolios held by the Investor. Contract Notes Following the issuance of Shares after the close of the Offer Period or the acceptance and execution of a redemption request, a Contract Note will be dispatched to the Investor normally within fourteen (14) Business Days. Investors should promptly check this Contract Note to ensure that each transaction has been accurately recorded in the relevant Investor Portfolio. In the event of identifying a discrepancy Investors should immediately report such discrepancy in writing to Investor Services. If not so reported within fifteen (15) Business Days from the Contract Note date, the transaction will be deemed correct and the Investor will be bound by the terms of the Contract Note. Personal Theft Any correspondence issued by the Fund or the Investment Manager is private and confidential. To safeguard Investors’ Holdings, in the case of loss or theft of any correspondence with the Fund or the Investment Manager (or of identity documents/passport), Investors should immediately inform Investor Services. Data Protection and Confidentiality All personal data of Investors contained in the application form and all and any further personal data collected in the course of the business relationship with the Fund and/or the Investment Manager ("Data") may, subject to applicable local laws and regulations, be collected, recorded, stored, adapted, transferred or otherwise processed and used ("processed") by the Fund, the Investment Manager, the Administrator, Investor Services and other companies of Franklin Templeton Investments, including Franklin Resources, Inc. and/or its subsidiaries and associates, which may be established outside the jurisdiction(s) in which the Shares may be offered, including the US and India, the Custodian and any other third parties which provide services to them. Such Data shall be processed for the purposes of account administration, development of business relationships, anti-money laundering and counter-terrorist financing identification, tax identification for the purpose of compliance with FATCA, CRS or similar laws and regulations as well as, to the extent permissible, under the conditions set forth in applicable laws and regulations. To this end, Data may be transferred (i) to companies appointed by the Fund or the Investment Manager (e.g. client communication agents or paying agents) to support the Fund related activities and (ii) to third parties such as governmental or regulatory bodies including tax authorities, auditors and accountants. By subscribing and/or holding Shares of the Fund, investors are deemed to be providing their consent to the processing of their Data and in particular, the disclosure of such Data to, and the processing thereof by the parties referred to above including parties situated in countries outside of the jurisdiction(s) in which the Shares may be offered (such as but not limited to the US and India) which may not offer a similar level of protection as the one deriving from the data protection laws and regulations of the jurisdiction(s) in which the Shares may be offered. The Investors have a right of access and of rectification of their Data in cases where such Data is incorrect or incomplete. The Fund and/or the Investment Manager, for the purpose of AEOI and regulatory compliance, may be required to disclose Data relating to Investors (including US Persons and/or non-participant FFIs) and, where applicable, the Investors' beneficial owners and controllers, to the applicable tax authorities, which may include the Cayman Islands Tax Information Authority and the Internal Revenue Service in the US. The Fund, or any directors or agents domiciled in the Cayman Islands, may be compelled to provide information, subject to a request for information made by a regulatory or governmental authority or agency under applicable law; e.g. by the Cayman Islands Monetary Authority, either for itself or for a recognised overseas regulatory authority, under the Monetary Authority Law (2016 Revision), or by the Tax Information Authority, under the Tax Information Authority Law (2017 Revision) or Reporting of Savings Income Information (European Union) Law (2014 Revision) and associated regulations, agreements, arrangements and memoranda of understanding. Disclosure of confidential information under such laws shall not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Fund, director or agent, may be prohibited from disclosing that the request has been made. Data shall not be held for longer than necessary with regard to the purpose of the data processing, subject always to applicable legal minimum retention periods. Anti-Money Laundering and Counter-Terrorist Financing Legislation In order to comply with legislation or regulations aimed at the prevention of money laundering, the Fund is required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers (where applicable), and source of funds. Where permitted, and subject to certain conditions, the Fund may also delegate the maintenance of its anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. The Fund, and Investor Services on the Fund's behalf, reserve the right to request such information as is necessary to verify the identity of a Shareholder (i.e. a subscriber or a transferee), the identity of their beneficial owners/controllers (where applicable), and the source of the payment of application monies. In some cases the Directors, or Investor Services on the Fund's behalf, may be satisfied that full due diligence may not be required at subscription

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where an exemption applies under the Anti-Money Laundering Regulations 2017 of the Cayman Islands, as amended and revised from time to time (the "Regulations") or any other applicable law. However, detailed verification information may be required prior to the payment of any proceeds from or any transfer of an interest in Shares. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, the Fund, or Investor Services on the Fund's behalf, may refuse to accept the application or, if the applicable has already occurred, may suspend or redeem the interest, in which case any funds received will be returned without interest to the account from which they were originally debited. The Fund, and Investor Services on the Fund's behalf, also reserve the right to refuse to make any redemption or dividend payment to a Shareholder if the Board of Directors or Investor Services suspect or are advised that the payment of redemption or dividend proceeds to such Shareholder may be non-compliant with applicable laws or regulations, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or Investor Services with any applicable laws or regulations. If any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2017 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2017 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. Prospective investors in all jurisdictions should inform themselves of and, where appropriate, take advice on the taxes applicable to the subscription, holding and redemption of Shares under the laws of the place of their operations, domicile, citizenship, residence or incorporation. Trading Policy Market timing/short term trading generally. The Fund discourages short-term or excessive trading, often referred to as "market timing", and intends to seek to restrict or reject such trading or take other action, as described below, if in the judgment of the Fund or Administrator such trading may interfere with the efficient management of the portfolio of the Fund, may materially increase the Fund’s transaction costs, administrative costs or taxes, or may otherwise be detrimental to the interests of the Fund and its Shareholders.

Market timing consequences. If information regarding an Investor’s activity in the Fund or in any other Franklin Templeton Investments funds or non-Franklin Templeton Investments funds is brought to the attention of the Fund or the Administrator and based on that information the Fund, the Administratoror their agents in their sole discretion conclude that such trading may be detrimental to the Fund as described in this market timing trading policy, the Fund may temporarily or permanently bar or, alternatively, may limit the amount, number or frequency and/or the method by which a Shareholder may request future sales.

In considering an Investor’s trading activity, the Fund may consider, among other factors, the Investor’s trading history both directly and, if known, through financial intermediaries, in the Fund, in other Franklin Templeton Investments funds, in non-Franklin Templeton Investments funds, or in accounts under common control or ownership. Market timing through financial intermediaries. Investors are subject to this policy whether they are a direct Shareholder of the Fund or are investing indirectly in the Fund through a financial intermediary such as a bank, an insurance company, an investment advisor, or any other Distributor that acts as Nominee for Investors subscribing the Shares in their own name but on behalf of its customers (the Shares being held in an "omnibus holding"). While the Fund will encourage financial intermediaries to apply the Fund’s market timing trading policy set out above to their customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the Fund’s market timing trading policy with respect to customers of financial intermediaries. For example, should it occur, the Fund may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus holdings/Nominee accounts used by those intermediaries for aggregated sales on behalf of all their customers. More specifically, unless the financial intermediaries have the ability to apply the Fund’s market timing trading policy to their customers through such methods as implementing short-term trading limitations or restrictions, monitoring trading activity for what might be market timing, the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the Fund’s market timing trading policy. Risks from market timers. Depending on various factors, including the size of the Fund, the amount of assets the Investment Manager typically maintains in cash or cash equivalents and the currency amount and number and frequency of trades, short-term or excessive trading may interfere with the efficient management of the Fund’s portfolio, increase the Fund’s transaction costs, administrative costs and taxes and/or impact Fund performance.

In addition, if the nature of the Fund’s portfolio holdings expose the Fund to Investors who engage in the type of market timing trading that seeks to take advantage of possible delays between the change in the value of a Fund’s portfolio holdings and the reflection of the change in the Net Asset Value of the Fund’s Shares, sometimes referred to as "arbitrage market timing", there is the possibility that such trading, under certain circumstances, may dilute the value of Fund Shares if selling Investors receive proceeds based upon Net Asset Value which do not reflect appropriate fair value prices. Arbitrage market timers may seek to exploit possible delays between the change in the value of the Fund’s portfolio holdings and the Net Asset Value of the Fund’s Shares because the Fund may hold significant investments in foreign securities (and certain foreign markets close several hours ahead of the US markets), and because the Fund may hold significant investments in high-yield ("junk") Sukuk and other types of investments which may not be frequently traded. The Fund and the Investment Manager intend to use several methods to reduce the risk of market timing. These methods include:

• reviewing Investor activity for excessive trading and • committing staff to selectively review on a continuing basis recent trading activity in order to identify trading activity that may be contrary to

this market timing trading policy. Though these methods involve judgments that are inherently subjective and involve some selectivity in their application, the Fund seeks to make judgments and applications that are consistent with the interests of the Fund’s Investors. There is no assurance that the Fund or its agents will gain access to any or

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all information necessary to detect market timing in omnibus holdings. While the Fund will seek to take actions (directly and with the assistance of financial intermediaries) that will detect market timing, the Fund cannot represent that such trading activity can be completely eliminated. Revocation of market timing trades. Transactions placed in violation of the Fund’s market timing trading policy are not necessarily deemed accepted by the Fund and may be cancelled or revoked by the Fund or the Administrator on the Valuation Days following receipt by Investor Services. SHARE CLASSES Share Classes Available The following Share Class is available for subscription during the Offer Period at the discretion of the Board of Directors:

Share Class Class Currency

Currency Hedging Distribution Frequency*

Entry Charge Exit Charge Swing Pricing (applicable to sale of Shares)

Class A (Qdis) USD USD Not applicable Quarterly Up to 3% Not applicable No limit** * Dividend distributions are not guaranteed. ** The extent of the price adjustment will be reset by the Fund on a periodic basis (which may be as frequent as every Valuation Day) or as and when needed to reflect an approximation of current dealing and other costs. There is no limit on the extent of the price adjustment, which may be significant or substantial relative to the original (i.e., pre-adjustment) Net Asset Value per Share. Currently, the Fund does not intend to hedge the currency risks to which the Share Classe is exposed. The Board of Directors intends to distribute substantially all of the income attributable to Class A (Qdis) USD. Under normal circumstances, it is anticipated that distribution of dividends, where applicable, will be made quarterly (following the end of each calendar quarter). Further details are provided in the following sections, as well as in the "Dividend Policy" section. The Fund may issue additional Share Classes which may differ from the Shares of the Share Class above in terms of, among other things, the entry charge, investment management fee, redemption rights, minimum and additional subscription amounts, informational rights, voting rights and other rights. New Share Classes may be established by the Board of Directors without, in certain circumstances, providing prior notice to, or receiving consent from, existing Investors. The purchase proceeds of all Share Classes of the Fund are and will be invested in one common underlying portfolio of investments but the Net Asset Value of each Share Class may be shown differently if, for example, thre are differences in Class Currency, issue price and/or fee structure. The Fund and Investor Services will not issue or transfer Shares to any Investor who is deemed not to meet the above eligibility requirements. If it is identified at any time that a holder of a Share Class does not qualify, or no longer qualifies, the Fund or Investor Services may, at any time, decide to compulsorily redeem said Shares in accordance with the conditions and procedures set forth in the Articles. A complete list of available Shares Classes may be obtained from a duly authorised Distributor. Entry Charge and Exit Charge The price at which Shares will be offered during the Offer Period is the issue price set out above, plus an entry charge of up to 3% of the total amount invested. Out of this charge, the Principal Distributor may make payments to sub-distributors, intermediaries, Brokers/Dealers and/or professional investors, who may include affiliates of Franklin Templeton Investments. The entry charge may be waived in whole or in part by the Principal Distributor either for individual Investors or for particular groups of Investors. The balance of the amount invested after the deduction of any applicable entry charge will then be applied to the purchase of Shares in the Fund. If in any country in which the Shares are offered, local law or practice requires or permits a lower entry charge or a different maximum than the charge stated above for any individual purchase order, the Principal Distributor may authorise sub-distributors, intermediaries, Brokers/Dealers and/or professional investors to sell Shares within such country at a total price less than the applicable price set forth above, but in accordance with the amounts permitted by the law or practice of such country. No exit charge is applicable in respect of the sale of Shares. Investors should, however, take note of the Fund’s application of swing pricing, which may decrease the Net Asset Value per Share when there are sales of Shares by Investors. The extent of the price adjustment will be reset by the Fund on a periodic basis (which may be as frequent as every Valuation Day) or as and when needed to reflect an approximation of current dealing and other costs. There is no limit on the extent of the price adjustment, which may be significant or substantial relative to the original (i.e., pre-adjustment) Net Asset Value per Share. Please refer to Appendix C for details on swing pricing adjustments. HOW TO PURCHASE SHARES How to Apply Prospective Investors should complete an application form and send it together with applicable identification documents (as detailed in the application form) to Investor Services in order to purchase Shares during the Offer Period. Applications may also be accepted by telephone, facsimile, or electronic request if expressly allowed by Investor Services. Investor Services may request the original signed application form and identification documentation to be mailed, in which case it may delay the processing of the application form until their receipt. Applications will be accepted at the discretion of the Board of Directors or Investor Services. Processing of all application forms received by a relevant Distributor will only commence once they have been forwarded to Investor Services or to a Distributor duly authorised in writing.

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In addition, Investors should provide the documentation required for anti-money laundering and terrorist financing purposes and as more fully described in the section "Anti-Money Laundering and Counter-Terrorist Financing Legislation". By applying for Shares, Investors represent to the Fund and Investor Services that they are eligible to invest in the Fund and undertake to indemnify the Fund, the Investment Manager, Investor Services and/or any other entity of Franklin Templeton Investments against any and all damages, losses, costs or other expenses they may incur as a result of acting in good faith of such a representation. Each registered Investor will be given a personal Investor Portfolio Number which should be quoted, along with any relevant transaction references where applicable, whenever contacting the Fund and/or Investor Services. Instructions to Purchase Initial purchase instruction for Shares should be made on the standard application form. For subsequent purchase in an existing Investor Portfolio (if permitted), no further application form is required. Any subsequent instruction to purchase Shares (if permitted in relation to the Fund) may be made by telephone, facsimile or electronic request, if expressly allowed by Investor Services. Investor Services may request a written and duly signed confirmation of the subsequent purchase instructions which may result in delay in the processing of the investment until receipt of the requested written confirmation. Subsequent purchase instructions will be accepted at the discretion of the Board of Directors, the Investment Manager or Investor Services. This Confidential Offering Memorandum must be provided to Investors prior to purchasing Shares. Where applicable, Brokers/Dealers are responsible for providing Investors with this Confidential Offering Memorandum . Please always contact your Broker/Dealer before purchasing Shares. Subsequent purchase instructions (if permitted) should be duly signed and: (a) state the name of the Share Class, the Share Class ISIN code (available from a duly authorised Distributor) and number of Shares applied for

in the Fund (the number of Shares should be stated both in numbers and in words) or the amount (in numbers and in words) to be invested (which should include provision for any applicable entry charge);

(b) state how payment has been or will be made; and (c) confirm that the current version of this Confidential Offering Memorandum has been provided. If there is any discrepancy between the name of the Fund, the Share Class, the Share Class ISIN code or the currency of the Fund Share Class quoted in the instruction, the order will be executed on the basis of the ISIN code quoted. The Fund and/or Investor Services reserve the right to accept or refuse any purchase instruction in whole or in part and for any reason. If any purchase instruction is not accepted in whole or in part, the purchase monies will be returned to the Investor at the risk and cost of the Investor. An Investor may not withdraw his request for purchase except in the event of a suspension of the valuation of the assets of the Fund (see Appendix C) and, in such event, a withdrawal of a purchase instruction will be effective only if written notification is received by Investor Services before termination of the period of suspension. Purchase monies will be returned to the Investor (without any additional amounts whatsoever payable) in such circumstances. Neither the Fund nor Investor Services shall be responsible or liable to any applicant or Investor for any loss resulting from the non-receipt of any application form, identification documents or purchase instruction by whichever method it is sent (including non-receipt of facsimile application forms). Purchase Price During the Offer Period, Shares of the Fund are generally available for subscription at a fixed issue price of:

• USD 10.00 per Share (for Class A (Qdis) USD), plus any applicable entry charge. Purchase monies are required to be received by Investor Services in cleared funds prior to the Closing Date (i.e., 6 December 2017). Where an application for Shares is accepted, the Shares will be treated as having been issued with effect from the Inception Date notwithstanding that the subscriber for those Shares may not be entered in the Fund’s register of Shareholders until after the Inception Date. The purchase monies paid by a subscriber for Shares will accordingly be subject to investment risk in the Fund from the Inception Date. The Net Asset Value per Share will be calculated as detailed in the section "Calculation of the Net Asset Value" in Appendix C. The Fund and/or Investor Services will inform the registered Shareholder of the price at which the Shares have been issued on their Contract Note (refer to "Contract Note" section). How to Pay The Fund and Investor Services do not accept payments in cash, traveller’s cheques or non-bank money orders. Payments should normally be made by electronic bank transfer to the bank account set forth by the Principal Distributor (as detailed in the application form). Payments can be made in the Class Currency of the Share Class. However, an Investor may, in certain instances as permitted by Investor Services, provide for payment in any other freely exchangeable currency, in which case, the necessary foreign exchange transaction will be arranged on behalf of, and at the expense of, the Investor. Investors are advised that payments made in any other freely exchangeable currency may be delayed until the next Valuation Day to allow for currency conversion. The Board of Directors is authorised to accept purchase of Shares in whole or in part in specie, having due regard to the requirements (if any) prescribed by the laws of the Cayman Islands. In the event the Investor is unable to provide clear title on the assets the Fund has the right to bring an action against the defaulting Investor. The allotment of Shares for purchases made during the Offer Period is conditional upon receipt of purchase monies, including any applicable entry charge, which must be paid in cleared funds prior to the Closing Date (i.e., 6 December 2017). Until full payment of settlement monies, an applicant for Shares

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does not have legal ownership of such Shares. Where an applicant for Shares fails to pay settlement monies on subscription or to provide a completed application form and all necessary identification documents (for an initial application) by the due date, the Fund and/or the Investment Manager may decide to redeem the relevant Shares, at the cost of the applicant or his/her distributor. The applicant for Shares may be required to indemnify the Fund, the Principal Distributor and/or the Investment Manager against any losses, costs or expenses incurred directly or indirectly as a result of the applicant’s failure to pay for Shares applied for or to submit the required documents by the due date. Where payments are made by electronic transfer or bank wire, Investor Services shall not be responsible for reconciling remittances of purchase monies where problems occur in the transmission, or as a result of inadequate or incorrect details on the transfer instructions. Bank charges in connection with an electronic transfer may be deducted from the proceeds of the transfer by the remitting bank, correspondents, agents or sub-agents, and the receiving bank may also deduct bank charges from such remittance. HOW TO SELL/REDEEM SHARES Instructions to Sell Shares of any Share Class in the Fund can be sold/redeemed on any Dealing Day. Instructions to sell Shares should be submitted to Investor Services in writing or, if expressly permitted, by telephone, facsimile or electronic means. In the event of joint Investor Portfolios all instructions must be signed by all Investors except where sole signatory authority has been granted or where a power of attorney has been communicated to Investor Services. If an instruction has not been submitted in writing, Investor Services may request a written and duly signed confirmation of such instruction, in which case it may delay the processing of the instruction until receipt of the written and duly signed confirmation. Where a certificate has been issued in the name(s) of the Shareholder(s), the Board of Directors may require that such Share certificate, duly endorsed, be returned to Investor Services prior to the transaction being effectuated at any applicable Net Asset Value and therefore prior to payment being made. The instruction must contain details of the personal Investor Portfolio Number, the Fund name, the Share Class(es) including ISIN code (available from the relevant Broker/Dealer), the number/value of Shares to be sold, the settlement currency and the bank details. If there is any discrepancy between the name of the Fund, the Share Class, the Share Class ISIN code or the currency of the Share Class quoted in the instruction, the instruction will be executed on the basis of the ISIN code quoted. Any instruction to sell Shares may not be executed until any previous transaction involving the Shares to be sold has been completed and settled. If the instruction would result in a Holding balance being less than USD 100,000 (or currency equivalent) or, for Holdings of Investors located in the UAE, AED 1,000,000 (or the equivalent in a foreign currency), the Fund and/or the Investment Manager may redeem such Holding balance and pay the proceeds to the Investor. The Fund reserves the right not to be bound to accept the sale on any Valuation Day of more than 20% of the Net Asset Value of the Shares of the Fund. In these circumstances the sale of the Shares may be deferred for a period not exceeding ten (10) Business Days. These instructions to sell will be executed in priority to later instructions. Neither the Fund nor Investor Services shall be responsible or liable to any Investor for any loss resulting from the non-receipt of any instruction to sell, by whichever method it is sent. An Investor may not withdraw an instruction to sell Shares except in the event of a suspension of the valuation of the assets of the Fund (see Appendix C) and, in such event, a withdrawal of the instruction to sell will be effective only if written notification is received by Investor Services before termination of the period of suspension. If the instruction is not so withdrawn, the sale of the Shares will be made on the next Valuation Day following the end of the suspension. Sale Price A complete instruction to sell received and accepted by Investor Services or by a duly authorised Distributor on any Dealing Day before the applicable Dealing Cut-Off Time (as described in Appendix A) will be dealt with on the basis of the Net Asset Value per Share of the relevant Share Class determined at the Valuation Time on this Dealing Day. No exit charge is applicable in respect of the sale of Shares. Investors should, however, take note of the Fund’s application of swing pricing, which may decrease the Net Asset Value per Share when there are sales of Shares by Investors. The extent of the price adjustment will be reset by the Fund on a periodic basis (which may be as frequent as every Valuation Day) or as and when needed to reflect an approximation of current dealing and other costs. There is no limit on the extent of the price adjustment, which may be significant or substantial relative to the original (i.e., pre-adjustment) Net Asset Value per Share. Please refer to Appendix C for details on swing pricing adjustments. Unless otherwise stated in local version of this Confidential Offering Memorandum, local specific information document to be provided to Investors, application form or marketing document, a complete instruction to sell received and accepted by Investor Services or by a duly authorised Distributor on a Dealing Day after the applicable Dealing Cut-Off Time (as described in Appendix A) will be dealt with on the basis of the Net Asset Value per Share of the relevant Share Class determined at the Valuation Time on the next Valuation Day. The Net Asset Value per Share will be calculated on the basis detailed in the section "Calculation of the Net Asset Value" in Appendix C. Payment of Sale Proceeds Payment for Shares sold will normally be made within seven (7) Business Days after the instruction to sell has been received in good order and accepted by Investor Services and will normally be made in the Share Class currency by electronic bank transfer of funds unless otherwise instructed. The Fund and/or Investor Services, after careful due diligence, are not responsible for any delays or charges incurred at any receiving bank or settlement system, nor are they responsible for delays in settlement which may occur due to the time required for local processing of payments within some countries or by certain banks, local correspondent banks, payment agents or other agents. Payment may also be made in any freely exchangeable currency if requested within the instruction, at the cost and risk of the Investor.

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If, in exceptional circumstances as described in Appendix C, the liquidity of the Fund does not permit payment of sale proceeds within five (5) Business Days from the relevant Valuation Day, the sale proceeds will be paid as soon as reasonably practicable but without any additional amounts whatsoever payable. The Board of Directors is also authorised to extend the period for payment of sale proceeds to such period, not exceeding thirty (30) Business Days (shorter periods may however apply in some jurisdictions), as may be required by settlement and other constraints prevailing in the financial markets of countries in which a substantial part of the assets attributable to any Fund shall be invested. All payments are made at the Investor's risk with no responsibility on the part of the Distributors, the Investment Manager, Investor Services and/or the Fund. Sale in Specie With the prior consent of the Investor(s) concerned, and having due regard to the principle of equal treatment of Shareholders, the Board of Directors may satisfy the payment of sale proceeds in whole or in part in specie by allocating to the selling Investor(s) portfolio securities of the Fund equal in value to the Net Asset Value of the Shares being sold. SWITCHING/EXCHANGE OF SHARES Without prejudice to specific Share Class restrictions provided for in this section, Shares of any Share Class cannot be switched/exchanged with Shares in any other Share Class of the Fund or any other fund managed by Franklin Templeton Investments during the relevant Principal Investment Period. HOW TO TRANSFER SHARES A transfer is a transaction for the purpose of transferring an Investor Holding to another Investor. Investors may not transfer their Shares except as permitted in the Articles. Shares of the Fund may only be transferred with the prior written consent of the Board of Directors, which consent the Directors may withhold for any or no reason in their sole and absolute discretion. The Board of Directors may delegate this consent function to the Investment Manager and/or Investor Services. The transfer of Shares shall be effected by delivery to Investor Services of an instruction of transfer or a duly signed Share transfer form together with, if issued, the relevant Share certificate to be cancelled. The instruction must be dated and signed by the transferor(s), and if requested by the Fund and/or Investor Services also signed by the transferee(s), or by persons holding suitable powers of attorney to act therefore. Acceptance of the transfer by Investor Services will be subject to the transferee(s) having an accepted application by the Fund, and meeting all Fund and Share Class eligibility requirements. Any request to transfer Shares will only be executed once any previous transaction involving the Shares to be transferred has been completed and full settlement on those Shares received. If the transfer instruction would result in a Holding balance being less than USD 100,000 (or currency equivalent) or, for Holdings of Investors located in the UAE, AED 1,000,000 (or the equivalent in a foreign currency), the Fund and/or the Investment Manager may redeem such Holding balance and pay the proceeds to the Investor. The Board of Directors is entitled to impose restrictions as they may think necessary for the purposes of ensuring that no Shares are acquired or held by (a) any person in violation of or subject to the applicable laws or regulations of any country or government authority or (b) any person in circumstances which, in the opinion of the Board of Directors, might result in the Fund incurring any liability of taxation or suffering any other disadvantage which the Fund might not otherwise have incurred. Shares may not be transferred to US Persons or Canadian residents (see "IMPORTANT INFORMATION"). The Shares transferred may be subject to specific conditions. Investors should ensure that they are aware of all specific conditions applicable to such Shares. DIVIDEND POLICY It is the intention of the Board of Directors to distribute substantially all of the income attributable to Class A (Qdis) USD. Subject to any legal or regulatory requirements, dividends may (where applicable) also be paid out of the realised gains of the Fund. Interim Share dividends may be paid upon a decision of the Board of Directors and/or the Investment Manager in relation to Class A (Qdis) USD. Under normal circumstances, it is anticipated that distribution of dividends will be made quarterly (following the end of each calendar quarter). The holders of the Shares (where applicable) are entitled to receive, to the exclusion of the Management Shares, any dividends that may be declared by the Board of Directors. In order to receive dividends on Shares, Investors must be registered as holders of the relevant Shares on the register of Shareholders on the Valuation Day determined by the Fund as being the distribution accounting date. Dividends (if any) will be paid in cash to holders of registered Shares, payment normally being made by transfer of funds. Dividends to be paid in any other freely exchangeable currency will be converted at the Investor’s expense. Investors’ attention is drawn to the fact that the income attributable to Class A (Qdis) USD will not be reinvested but will usually be distributed and paid directly to the Investors, irrespective of the dividend amount. However, the Board of Directors may decide that any dividend below USD 50 (or currency equivalent) will be carried forward (without any additional amounts whatsoever payable) to the next month until the aggregate amount of dividends payable exceeds this amount. In respect of each dividend declared, the Board of Directors and/or the Investment Manager may determine if, and to what extent, such dividend is to be paid out of realised gains of the Fund.

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It should be remembered that dividend distributions are not guaranteed, that the Fund does not pay interest and that the price of Shares in the Fund and any income earned on the Shares may go down as well as up. It should also be remembered that any dividend distribution lowers the value of the relevant Shares in the Fund by the amount of the distribution. Future earnings and investment performance can be affected by many factors, including changes in exchange rates, not necessarily within the control of the Fund, its Board of Directors, officers, the Investment Manager or any other person. No guarantees as to future performance of, or future return from, the Fund can be given by the Fund itself, or by any Director or officer of the Fund, by the Investment Manager, by Franklin Templeton Investments, or any of its worldwide affiliates, or by any of their directors, officers or employees. INVESTMENT MANAGEMENT FEES The Investment Manager receives from the Fund a monthly investment management fee equivalent to a certain percentage per annum of the Fund’s adjusted daily net assets during the year. Such remuneration will be calculated and accrued daily and will be paid monthly in arrears. Details of the investment management fees are provided in Appendix D. In certain Fund-related documents and/or electronic media, the relevant aforementioned investment management fee plus servicing charges where applicable to a Share Class may be combined and expressed as an "annual management charge" for ease of administration/comparison. The Investment Manager, in its discretion, may reduce, waive, rebate, increase, modify, delay or otherwise calculate differently all or a portion of the investment management fee as to an Investor, or may agree with an Investor to other changes in the investment management fee respecting such Investor. In addition, the Fund may reduce, waive, rebate, delay or otherwise modify the investment management fee with respect to investments made by the Investment Manager or its affiliates, directors or employees of the Investment Manager or its affiliates, and/or other funds managed by the Investment Manager or its affiliates. The Investment Manager may, from time to time, pay a part of the investment management fee to various sub-distributors, intermediaries, brokers, professional investors and/or assimilated entities, which may or may not be part of Franklin Templeton Investments. Such payments are intended to compensate such sub-distributors, brokers or other intermediaries for providing distribution or other services to the Investors, including but not limited to the enhancement of the communication of ongoing information to Investors, the transaction processing or other shareholder and/or administrative services. Any request for additional information regarding any such payments should be addressed by the Investors to their relevant intermediaries. The Investment Manager and its affiliates may provide services to the Fund, including the execution of portfolio transactions on behalf of the Fund (either as agent or, with the approval of the Board of Directors, as principal). Such persons may receive and retain their normal commissions, charges, fees or other benefits provided they are at arm’s length commercial rates for transactions or services of a similar size and nature. Consistent with obtaining best execution, brokerage commissions on portfolio transactions for the Fund may be directed by the Investment Manager to Brokers/Dealers in recognition of research services furnished by them as well as for services rendered in the execution of orders by such Brokers/Dealers. The receipt of investment research and information and related services permits the Investment Manager to supplement its own research and analysis and makes available to it the views and information of individuals and research staffs of other firms. Such services do not include travel, accommodation, entertainment, general administrative goods or services, general office equipment or premises, membership fees, employee salaries or direct money payment, which are paid by the Investment Manager. The Investment Manager may enter, with Brokers/Dealers that are entities and not individuals, into soft commission arrangements only where there is a direct and identifiable benefit to the clients of the Investment Manager, including the Fund, and where the Investment Manager is satisfied that the transactions generating the soft commissions are made in good faith, in strict compliance with applicable regulatory requirements and in the best interest of the Fund. Any such arrangement must be made by the Investment Manager on terms commensurate with best market practice. The use of soft commissions shall be disclosed in the periodic reports. OTHER FUND CHARGES AND EXPENSES Entry Charge The Principal Distributor may be entitled to receive any applicable entry charge, of up to 3% of the total amount invested, as further described in the section "Share Classes". The entry charge shall in no case exceed the maximum permitted by the laws, regulations and practice of any country where the Shares are sold. The Principal Distributor may enter into contractual arrangements with various sub-distributors, intermediaries, Brokers/Dealers and/or professional investors for the distribution of Shares outside Canada and the United States of America. Payments of fees or commissions to various sub-distributors, Brokers/Dealers or other intermediaries may be made out of the servicing charges or other related similar fees normally paid to the Principal Distributor, when such payments are expected to enhance the quality of the distribution or other services provided to the Investors, including but not limited to the improvement of the communication of ongoing information to Investors, the transaction processing or other shareholder and/or administrative services. Administration Fee In exchange for the services it provides to the Fund, the Administrator will receive a monthly administration fee from the Fund, which is equivalent to a certain percentage per annum of the Fund’s adjusted daily net assets during the year. Details of the administration fee are provided in Appendix D. The Administrator, in its discretion, may waive all or a portion of its administrative fee, or may agree to other changes in its administrative fee. Shareholder Service Fee In exchange for the services it provides to the Fund, Investor Services will receive a monthly shareholder service fee from the Fund, which is equivalent to a certain percentage per annum of the Fund’s adjusted daily net assets during the year. Details of the shareholder service fee are provided in Appendix D. Investor Services, in its discretion, may waive all or a portion of its shareholder service fee, or may agree to other changes in its shareholder service fee.

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Custodian’s Fees and Charges As remuneration for the services rendered to the Fund as Custodian, The Bank of New York Mellon will receive an annual fee depending on the nature of the investments of the Fund in a range from 0.01% to 0.14% of the Net Asset Value of the Fund, as reflected in more detail in the Fund’s financial reports. Such fee will be calculated and accrued daily and will be paid monthly in arrears to the Custodian by the Fund. Such fees do not include normal banking and brokerage fees and commissions on transactions relating to the assets and liabilities of the Fund as well as any reasonable out-of-pocket expenses incurred in connection with the Fund, and chargeable to the Fund and fees for other services as agreed from time to time. The amounts effectively paid will be shown in the Fund's financial statements. Shariah Supervisory Board Fee The Shariah Supervisory Board shall be entitled, for its Shariah advisory services in relation to the Fund, to receive a one time fee of USD 10,000 to be paid out of the expenses of the Fund. Other Costs and Expenses An annual registration fee will be payable by the Fund in the Cayman Islands which will be calculated by reference to the nominal amount of theFund’s authorised share capital. On the basis of the current rate, that fee will be approximately USD 853.66 per annum. In addition, a mutual fund fee (current rate of approximately USD 4,268.29) will be payable upon registration of the Fund as a regulated mutual fund and thereafter on an annual basis. In addition, a filing fee (of approximately USD 365.85 at current rates) must be paid when the Fund files its annual return with the Cayman Islands Monetary Authority. The Fund bears its formation and operational costs including, but not limited to, the costs of incorporation, the costs of preparing the Memorandum and Articles and any amendments thereto, the costs of buying and selling underlying securities (including brokerage commissions and other investment transaction costs), research expenses, governmental and regulatory charges and taxes, legal, bookkeeping, tax and auditing fees and expenses, takaful/insurance premiums, costs of litigation, late payment charges, reporting and publication expenses, postage, telephone and facsimile expenses; and if in future it is resolved, the costs of obtaining and maintaining a listing for the Shares on any stock exchange and the registrar. All expenses are estimated and accrued daily in the calculation of the Net Asset Value of the Fund. All charges and expenses pursuant to the above are exclusive of value added taxes or other taxes chargeable thereon, which should be paid by the Fund as required. To the extent that expenses to be borne by the Fund are paid or incurred by the Investment Manager, the Fund, as applicable, will reimburse the Investment Manager for such expenses. Expense Cap Notwithstanding the above, the Fund’s ordinary operating expenses (excluding any non-routine expenses) will be capped at 0.40% per annum of the average daily Net Asset Value of the Fund (the “Expense Cap”). If the Fund’s ordinary operating expenses are in excess of the Expense Cap, such excess expenses will be borne by the Investment Manager or its affiliates. The Investment Manager and/or its affiliates may, at their sole discretion, at any time seek reimbursement from the Fund for amounts they have borne in excess of the Expense Cap, so long as the Fund’s ordinary operating expenses do not exceed the Expense Cap. The Board of Directors, in conjunction with the Investment Manager, may raise, lower or eliminate the Expense Cap in their sole discretion on thirty (30) days’ prior written notice to Investors. TAXATION The following information is based on the laws, regulations, decisions and practice currently in force in the Cayman Islands and is subject to changes therein, possibly with retrospective effect. This summary does not purport to be a comprehensive description of all Cayman Islands tax laws and Cayman Islands tax considerations that may be relevant to a decision to invest in, own, hold, or dispose of Shares and is not intended as tax advice to any particular Investor or potential Investor. This summary does not describe any tax consequences arising under the laws of any state, locality or other taxing jurisdiction other than the Cayman Islands. Cayman Islands The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Fund or the Shareholders. Under current Cayman Islands law, no tax will be charged in the Cayman Islands on profit, income or gains of the Fund, and dividends of the Fund will be payable to Shareholders resident in or outside the Cayman Islands without deduction of tax. No stamp duty is levied in the Cayman Islands on the issue, transfer or redemption of Shares in the Fund. The Fund has applied for and can expect to receive an undertaking from the Financial Secretary of the Cayman Islands that, in accordance with section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Fund or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Fund or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by the Fund to its members or a payment of principal or profit or other sums due under a debenture or other obligation of the Fund. Investment income received or capital gains realised by the Fund may be subject to tax in the countries of origin at varying rates. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the Fund. Distributions made by the Fund are not subject to withholding tax in the Cayman Islands. Other Tax Considerations Investors should note that the Fund may pay dividends gross of expenses. This may result in Investors receiving a higher dividend than they would have otherwise received and therefore Investors may suffer a higher income tax liability as a result. In addition, in some circumstances, paying dividends

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gross of expenses may mean that the Fund pays dividends from capital property as opposed to income property. Such dividends may still be considered income distributions for tax purposes in the hands of Investors, depending on the local tax legislation in place. Investors should seek their own professional tax advice in this regard. The Fund, the Board of Directors and the Principal Distributor do not accept any responsibility for any adverse tax liabilities which may accrue to holders of Shares. The Fund does not intend to assume responsibility for the withholding of taxes at source in respect of any of the jurisdictions in which the Investors may reside. Prospective investors should consult their own counsel regarding tax laws and regulations of any other jurisdiction which may be applicable to them. The tax and other matters described in this Confidential Offering Memorandum do not constitute, and should not be considered as, legal or tax advice to prospective investors. Prospective investors should inform themselves of and, when appropriate, consult their professional advisors on the possible tax consequences of purchasing, holding or disposing of Shares under the laws of their country of citizenship, residence, domicile or incorporation. CAYMAN ISLANDS – AUTOMATIC EXCHANGE OF FINANCIAL ACCOUNT INFORMATION The Cayman Islands has signed an inter-governmental agreement to improve international tax compliance and the exchange of information with the United States (the "US IGA"). The Cayman Islands has also signed, along with over 80 other countries, a multilateral competent authority agreement to implement the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (the "CRS" and together with the US IGA, "AEOI"). Cayman Islands regulations have been issued to give effect to the US IGA and the CRS (collectively, the "AEOI Regulations"). Pursuant to the AEOI Regulations, the Cayman Islands Tax Information Authority (the "TIA") has published guidance notes on the application of the US IGA and the CRS. All Cayman Islands "Financial Institutions" will be required to comply with the registration, due diligence and reporting requirements of the AEOI Regulations, except to the extent that they can rely on an exemption that allows them to become a "Non-Reporting Financial Institution" (as defined in the relevant AEOI Regulations) with respect to one or more of the AEOI regimes, in which case only the registration requirement would apply under CRS. The Fund does not propose to rely on any Non-Reporting Financial Institution exemption and therefore intends to comply with all of the requirements of the AEOI Regulations. The AEOI Regulations require the Fund to, amongst other things (i) register with the IRS to obtain a Global Intermediary Identification Number (in the context of the US IGA only), (ii) register with the TIA, and thereby notify the TIA of its status as a "Reporting Financial Institution"; (iii) adopt and implement written policies and procedures setting out how it will address its obligations under CRS; (iv) conduct due diligence on its accounts to identify whether any such accounts are considered "Reportable Accounts", and (v) report information on such Reportable Accounts to the TIA. The TIA will transmit the information reported to it to the overseas fiscal authority relevant to a reportable account (i.e., the IRS in the case of a US Reportable Account,) annually on an automatic basis. Implications for Shareholders To ensure the Fund’s compliance with AEOI and AEOI Regulations, the Fund may be required to disclose certain confidential information provided by Investors to the TIA, which in turn will report the information to the relevant foreign fiscal authority. In addition, the Fund may at any time require an Investor to provide additional information and/or documentation, which the Fund may be required to disclose to the TIA. By investing in the Fund and/or continuing to invest in the Fund, investors shall be deemed to acknowledge that further information may need to be provided to the Fund, the Fund's compliance with the AEOI Regulations may result in the disclosure of investor information, and investor information may be exchanged with overseas fiscal authorities. If an Investor does not provide the requested information and/or documentation, whether or not that actually leads to compliance failures by the Fund, or a risk of the Fund being subject to any withholding tax or other liability or being required to withhold amounts from distributions to be made to any Shareholder, the Fund may take any action and/or pursue any remedy at its disposal. Such action or remedy may include the compulsory redemption of some or all of the Shares held by the Shareholder concerned or the conversion of such Shares into Shares of another Share Class. To the extent the Fund incurs any costs or suffers any withholding as a result of a Shareholder’s failure, or is required by law to apply a withholding against the Shareholder, it may set off such amount against any payment otherwise due from the Fund to the Shareholder or may allocate such amount to the Shares held by such Shareholder. No Shareholder affected by any such action or remedy shall have any claim against the Fund for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in order to comply with the AEOI Regulations. Shareholders are encouraged to consult their own advisors regarding the possible application of the AEOI Regulations and the potential impact of the same, on any investment in the Fund. NOTICES AND REPORTS If no publications are required by law or imposed by the Board of Directors, notices to Shareholders may be communicated by registered mail, e-mail or any other means permitted by law. The audited annual reports and unaudited semi-annual reports may be obtained upon request from Investor Services; they are only distributed to registered Shareholders in those countries where local regulation so requires. The first report of the Fund will be an audited report as of December 31, 2017. The accounting year of the Fund ends on December 31 of each year and for the first time on December 31, 2017. The accounting principles used to prepare the financial statements of the Fund will be US GAAP. BENEFICIAL OWNERSHIP REGIME The Fund is regulated as a mutual fund under the Mutual Funds Law and, accordingly, does not fall within the scope of the primary obligations under Part XVIIA of the Companies Law (the "Beneficial Ownership Regime"). The Fund is therefore not required to maintain a beneficial ownership register. The Fund may, however, be required from time to time to provide, on request, certain particulars to other Cayman Islands entities which are within the scope of the Beneficial Ownership Regime and which are therefore required to maintain beneficial ownership registers under the Beneficial Ownership Regime.

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It is anticipated that such particulars will generally be limited to the identity and certain related particulars of (i) any person holding (or controlling through a joint arrangement) a majority of the voting rights in respect of the Fund; (ii) any person who is a member of the Fund and who has the right to appoint and remove a majority of the board of directors of the Fund; and (iii) any person who has the right to exercise, or actually exercises, dominant direct influence or control over the Fund. INVESTOR VOTING RIGHTS An investment in the Fund should be regarded as a passive investment. Shareholders have no right to participate in the day-to-day operations of the Fund. Nor are Shareholders entitled to receive notice of, attend or vote at general meetings of the Fund, other than a class meeting to vote on a proposed variation of the rights attaching to their Shares that would have a material adverse effect on such rights. Consequently, Shareholders have no control over the management of the Fund or over the appointment and removal of its Directors and service providers. The holder of the Management Shares (“Management Shareholder”), which will be the Investment Manager or an affiliate of the Investment Manager (which will be a Franklin Templeton Investments entity), controls all of the voting interests in the Fund, other than in respect of a proposal to vary the rights attaching to the Shares. Consequently, the Management Shareholder may make any changes to the Memorandum and Articles that it considers appropriate, including increasing the share capital, consolidating the shares and sub-dividing the Shares, and controlling if and when the Fund is placed into voluntary liquidation. Only the Management Shareholder can appoint and remove the Directors and, in turn, only the Directors can terminate the services of the service providers to the Fund, including the Investment Manager. The prior authorisation of Shareholders is required for certain matters set out in the Companies Law. The Articles provide that, subject to the Companies Law the Articles or any applicable subscription agreement, all or any of the class rights or other terms of offer whether set out in this Confidential Offering Memorandum, any subscription agreement or application form or otherwise (including any representations, warranties or other disclosure relating to the offer or holding of Shares) (collectively referred to as "Share Rights") for the time being applicable to any Share Class in issue (unless otherwise provided by the terms of issue of those Shares) may (whether or not the Fund is being wound up) be varied without the consent of the holders of the issued Shares of that Share Class where such variation is considered by the Board of Directors not to have a material adverse effect upon such holders' Share Rights; otherwise, any such variation may be made only with the prior consent in writing of the holders of not less than two-thirds by Net Asset Value of such Shares, or with the sanction of a resolution passed by a majority of at least two-thirds of the votes cast in person or by proxy at a separate meeting of the holders of such Shares. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of such Shares. Each subscriber for Shares will be required to agree that the terms of offer set out in the applicable application form or subscription agreement and the rights attaching to the Shares can be varied in accordance with the provisions of the Articles. The Articles provide that, in relation to any Share Class consent required pursuant to the "Variation of Share Rights" article, the Directors in their discretion may invoke the following procedure (the "Negative Consent Procedure"). The Directors shall provide written notice in respect of the proposed variation (the "Proposal") to the registered Shareholders of the affected Share Class (the "Affected Shares") and shall specify a deadline (the "Redemption Request Date"), which shall be no earlier than thirty (30) days after the date of giving such notice, by which date such Shareholders may submit a written request for redemption of some or all of their Affected Shares on the Dealing Day (the "Specified Redemption Date") specified by the Directors in such notice. The terms of the Proposal shall be such that its specified effective date (the "Effective Date") shall not be on or prior to the Specified Redemption Date. Such notice shall further provide that the holders of any of the Affected Shares in respect of which a request for redemption has not been received by the Redemption Request Dateshall, in the absence of express written refusal to consent, be deemed to have consented in writing to the Proposal (such Affected Shares being the "Negative Consent Shares"). In the event that the Negative Consent Procedure is followed, only the Affected Shares in issue after the Specified Redemption Date shall be considered for the purposes of determining whether the written consent majority has been obtained under the "Variation of Share Rights" article with the holders of the Negative Consent Shares being deemed to have submitted a written consent in favour of the Proposal on the Effective Date. Prospective Investors should note that, except as indicated above, no Shares offered pursuant to this Confidential Offering Memorandum are entitled to vote at any general meeting of the Fund or on any matter affecting the Fund’s business. Such rights are reserved to the holder(s) of the Management Shares of the Fund, which will be held by the Investment Manager or an affiliate. The Investment Manager (or any affiliate) may transfer the Management Shares to any other party at its discretion without notice to investors. Investors’ attention is also drawn to the fact that any Investor will only be able to fully exercise her/his rights directly against the Fund if the Investor is registered himself and in his own name in the register of Shareholders of the Fund. If an Investor invests in the Fund through an intermediary investing in the Fund in his own name but on behalf of the Investor, it may not always be possible for the Investor to exercise certain Shareholder rights directly against the Fund. Investors are advised to take advice on their rights. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Articles may be obtained by registered Shareholders at the registered office of the Fund and from Investor Services.

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APPENDIX A

STANDARD DEALING CUT-OFF TIMES

Unless otherwise disclosed in a local supplement to the Confidential Offering Memorandum, any agreement or marketing material, requests for sale of Shares (the "Transactions") received by Investor Services on a Dealing Day before the appropriate Dealing Cut-Off Time will be dealt on that day on the basis of the Net Asset Value per Share of the relevant Share Class calculated on that day.

Jurisdiction(s) Dealing Cut-Off Time for transactions in

all Share Classes • United Arab Emirates

18:00 CET

Electronic Dealing (Swift and Direct Electronic link with Franklin Templeton Investments)

Main Countries covered Dealing Cut-Off Time for transactions in all Share Classes

Any Country where the Shares of the Fund can be distributed

22:00 CET

Investors domiciled in countries not listed above but where transactions in Shares of the Fund are allowed under all applicable laws and regulations should contact Investor Services for information regarding the applicable Dealing Cut-Off Time. Definitions: CET: Central Europe time

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APPENDIX B

ADDITIONAL INFORMATION

The information in this section includes, inter alia, a brief summary of some of the provisions of the Memorandum and Articles of the Fund and is provided subject to the general provisions of such document. Shareholders should read the entirety of the Memorandum and Articles to understand the exact terms of their shareholding in the Fund. 1. The Fund The Fund was incorporated with limited liability in the Cayman Islands on 6 October 2017 as an exempted company under the provisions of the Companies Law (2016 Revision) of the Cayman Islands. Its constitution is defined in its Memorandum and Articles. The Fund’s objects, as set out in Clause 3 of its Memorandum of Association, are unrestricted and include the carrying on of the business of an investment company. The Fund is regulated as a mutual fund under the Mutual Funds Law. 2. Registered Office

The registered office of the Fund, and the location where certain of its corporate books and records are kept, is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. 3. Share Capital The authorized share capital of the Fund is the aggregate of (a) 100 management shares of a par value of USD 0.01 each ("Management Shares"); and (b) 200,000,000 non-voting, redeemable participating shares of a nominal or par value of USD 0.0001 each to be allocated to "Class A (Qdis) USD" (together, the "Participating Shares" or "Shares"). There are no rights of pre-emption attaching to the Shares. The Shares are in registered form. Unless the Directors in their sole discretion specifically resolve in any particular case, no share certificates shall be issued in respect of Shares. 4. Variation of Rights The Articles provide that, subject to the Companies Law (2016 Revision) and as elsewhere provided in the Articles, all or any of the class rights or other terms of offer whether set out in this Confidential Offering Memorandum, any subscription agreement or application form or otherwise (including any representations, warranties or other disclosure relating to the offer or holding of Shares) (collectively referred to as "Share Rights") for the time being applicable to any class of Shares in issue (unless otherwise provided by the terms of issue of those Shares) may (whether or not the Fund is being wound up) be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such holders' Share Rights; otherwise, any such variation may be made only with the prior consent in writing of the holders of not less than two-thirds by Net Asset Value of such Shares, or with the sanction of a resolution passed by a majority of at least two-thirds of the votes cast in person or by proxy at a separate meeting of the holders of such Shares. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of such Shares.

5. Transfer of Shares Shares may only be transferred with the prior written approval of the Directors (which may be withheld for any or no reason). 6. Directors' Interests The interests of the Directors and their interests in companies associated with the management, administration, promotion and marketing of the Fund and the Shares are set out below: (A) Each of Gwen Shaneyfelt, William Yun and William Jackson is a shareholder in FRI, the ultimate parent company of the Investment Manager, the

Administrator, Investor Services and the Principal Distributor, and each is an officer, director or employee of FRI or one or more of its subsidiaries. (B) There are no existing or proposed service agreements between the Fund and any of the Directors. 7. Directors' Remuneration The Articles provide that the remuneration of the Directors in respect of services rendered or to be rendered to the Fund shall be determined by a resolution of the Directors provided, however, that any Directors who also are directors, officers or employees of the Investment Manager will not receive any remuneration from the Fund other than as part of the fees otherwise payable to the Investment Manager and in the following sentence. Directors may be reimbursed by the Fund for reasonable travel, hotel and other out-of-pocket expenses properly incurred by them in attending and returning from meetings of Directors or general meetings of the Fund or separate meetings of the holders of any class of Shares or otherwise in connection with the business of the Fund. 8. Indemnity The Fund's Articles contain provisions indemnifying and exempting the Directors, officers and Auditors of the Fund from liability in the discharge of their duties. 9. Winding Up

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Under the laws of the Cayman Islands, the Fund may be voluntarily wound up following the passing of a special resolution. Under the Articles, the passing of a special resolution requires at least two-thirds of the votes cast to be in favour. As the Shares are non-voting, each holder of a Share is not entitled to vote on any such resolution. 10. Alteration of Memorandum and Articles The Fund's Memorandum and Articles may be altered by a special resolution of the Fund. Each holder of Shares shall not be entitled to vote upon any such resolution although any alteration of the Fund's Memorandum and Articles which constitutes a variation of the rights attaching to the Shares that would have a material adverse effect upon such rights shall require the requisite level of consent from the holders of such Shares as described above under "Variation of Rights".

11. Ownership of Shares If it comes to the notice of the Directors that any Shares are held by a US Person or a Canadian resident, the Directors may give notice to such person requiring the redemption or transfer of such Shares in accordance with the provisions of the Articles. A person who becomes aware that he/she is holding or owning Shares in breach of any such restriction is required either to deliver to the Fund a written request for redemption of his/her Shares in accordance with the Articles or to transfer the same to a person who is not a US Person or Canadian resident. 12. Financial Year The financial year-end of the Fund is 31 December in each year. 13. Auditors PricewaterhouseCoopers has been appointed as the auditor of the Fund. 14. Annual Financial Statements The audited annual reports and unaudited semi-annual reports may be obtained upon request from Investor Services; they are only distributed to registered Shareholders in those countries where local regulation so requires. The first report of the Fund will be an audited report as of December 31, 2017. 15. Documents Available for Inspection Copies of the following documents may be inspected free of charge during normal business hours on any week day (Saturdays and public holidays excepted) at the offices of Investor Services: (A) the Memorandum and Articles of the Fund;

(B) each of the following material contracts between the Fund and the relevant service provider: Investment Management Agreement,

Administration Agreement, Investor Services Agreement, Global Custody Agreement; and

(C) the Companies Law (2016 Revision) of the Cayman Islands. Copies of the Memorandum and Articles of the Fund, the above-mentioned material contracts and the latest financial reports of the Fund may be obtained, free of charge, from Investor Services.

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APPENDIX C

DETERMINATION OF THE NET ASSET VALUE OF SHARES

CALCULATION OF THE NET ASSET VALUE The Net Asset Value per Share ("NAV") of each Share Class of the Fund shall be expressed in the currency of the Fund or of the relevant Share Class as a per Share figure, and shall be determined in respect of any Valuation Day by dividing the net assets of the Fund corresponding to each Share Class of the Fund, being the value of the assets of the Fund corresponding to such Fund less liabilities attributable to such Fund, by the number of Shares then outstanding and shall be rounded up or down to two decimal places as the Board of Directors may decide.

VALUATION The assets of the Fund shall be deemed to include: (a) all cash on hand or on deposit, including Hibah any profit accrued thereon; (b) all Shariah-compliant bills and demand notes and accounts receivable (including proceeds of securities sold but not delivered); (c) all Sukuk, Shariah-compliant time notes, shares, stock, debenture stocks, subscription rights, warrants, options and other Shariah-compliant

derivative instruments, units or shares of undertakings for collective investment and other investments and securities owned or contracted for by the Fund;

(d) all stock, dividends, cash dividends and cash distributions receivable by the Fund and to the extent known by the Fund (provided that the Fund may

make adjustments with regard to fluctuations in the market value of securities caused by trading ex-dividends, ex-rights, or by similar practices); (e) all profit accrued on any Hibah/profit-bearing securities owned by the Fund, except to the extent that the same is included or reflected in the principal

amount of such security; (f) the formation expenses of the Fund in so far as the same have not been written off; and (g) all other assets of every kind and nature, including prepaid expenses. Total liabilities include: (a) all financings, bills and accounts payable; (b) all accrued or payable administrative expenses (including investment management and/or advisory fees, administration fees, shareholder service

fees, custodian fees, and corporate agents' fees); (c) all known liabilities, present and future, including all matured contractual obligations for payments of money or property, including the amount of

any unpaid dividends declared by the Fund where the Valuation Day falls on the record date for determination of the person entitled thereto or is subsequent thereto;

(d) an appropriate provision for future taxes based on capital and income to the Valuation Day, as determined from time to time by the Fund, and other

provisions, if any, authorised and approved by the Board of Directors covering among other liabilities liquidation expenses; and (e) all other liabilities of the Fund of whatsoever kind and nature except liabilities represented by Shares in the Fund. In determining the amount of such

liabilities the Fund shall take into account all relevant expenses payable by the Fund comprising formation expenses, the costs of preparing the Memorandum and Articles, fees and expenses at the accounts, fees payable to the Investment Manager and/or investment advisers, the Principal Distributor, Administrator, Investor Services and Custodian and local paying agents and permanent representatives in places of registration, any other agent employed by the Fund, fees for legal, bookkeeping, tax and auditing services, takaful/insurance premiums, printing, reporting and publishing expenses, including the cost of preparing and printing of this Confidential Offering Memorandum, registration statements, taxes or governmental charges, all other operating expenses, including the cost of buying and selling assets (including brokerage commissions and other investment transaction costs), research expenses, costs of litigation, bank charges and brokerage, postage, telephone and facsimile; and if in future it is resolved, the costs of obtaining and maintaining a listing for the Shares on any stock exchange and the registrar. The Fund may calculate administrative and other expenses of a regular or recurring nature on an estimated figure for yearly or other periods in advance, and may accrue the same in equal proportions over any such period.

The currency exposures of the assets of the Fund will not be allocated to separate Share Classes. In determining the NAV of the Fund, the Investment Manager values cash and receivables at their realisable amounts and records profit as accrued and dividends on the ex-dividend date. The Investment Manager generally utilises two independent pricing services to assist in determining a current market value for each security. If market quotations are readily available for portfolio securities quoted or dealt on a stock exchange, the Investment Manager will value those securities at their latest available price on said stock exchange (last quoted sale price or official closing price of the day, respectively), or if there is no reported sale, within the range of the most recent bid and ask prices. Securities dealt on an organised market will be valued in a manner as near as possible to that for quoted securities. The Investment Manager values over-the-counter portfolio securities acquired by a specific fund in accordance with the investment restrictions set forth above, within the range of the most recent bid and ask prices. If portfolio securities trade both in the over-the-counter market and on a stock exchange, the Investment Manager values them according to the broadest and most representative market as determined by the Board of Directors. Generally, trading in corporate Sukuk, government securities or money market instruments is substantially completed each day at various times before the close of the New York Stock Exchange. The value of these securities used in computing the NAV is determined as of such times. Occasionally, events affecting the values of these securities may occur between the times at which they are determined and the close of the New York Stock Exchange that will

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not be reflected in the computation of the NAV. The Investment Manager relies on third party pricing vendors to monitor for events materially affecting the value of these securities during this period. If an event occurs the third party vendors will provide revised values to the Investment Manager. The value of securities not quoted or dealt on a stock exchange or an organised market and of securities which are so quoted or dealt in, but in respect of which no price quotation is available or the price quoted is not representative of the securities' fair market value shall be determined by or under the direction of the Board of Directors. Short-dated debt transferable securities and money market instruments not traded on a regulated exchange are usually valued on an amortised cost basis. Since the Fund may, in accordance with the investment restrictions set forth above, invest in securities that are restricted, unlisted, traded infrequently, thinly traded, or relatively illiquid, there is the possibility of a differential between the last available market prices for one or more of those securities and the latest indications of market values for those securities. The Investment Manager has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available (such as certain restricted or unlisted securities and private placements) or which may not be reliably priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities). Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. The application of fair value pricing procedures represents a good faith determination based upon specifically applied procedures. There can be no assurance that the Fund could obtain the fair value assigned to a security if it were able to sell the security at approximately the time at which the Investment Manager determines the Fund’s NAV per share. Trading in securities on foreign securities stock exchanges and over-the-counter markets, such as those in Europe and Asia, may be normally completed well before the New York Stock Exchange closing time on each day that the New York Stock Exchange is open. Trading in European or Far Eastern securities generally, or in a particular country or countries, may not take place on every Valuation Day. Furthermore, trading may take place in various foreign markets on days that are not Valuation Days and on which the Fund’s Net Asset Value is not calculated. Thus, the calculation of the Shares’ Net Asset Value does not take place contemporaneously with the determination of the prices of many of the portfolio securities used in the calculation and, if events materially affecting the values of these foreign securities occur, the securities will be valued at fair value as determined and approved in good faith by or under the direction of the Investment Manager.

SWING PRICING ADJUSTMENT

A Fund may suffer a reduction of the Net Asset Value per Share due to Investors selling Shares of the Fund at a price that does not reflect the dealing costs associated with the Fund’s portfolio trades undertaken by the Investment Manager to accommodate cash outflows. In order to counter this dilution impact and to protect remaining Shareholders’ interests, a swing pricing mechanism will be adopted by the Fund as part of its valuation policy. If on any Valuation Day, the aggregate sales of Shares of the Fund exceed zero, the Net Asset Value per Share may be adjusted downwards to reflect the costs attributable to outflows. The outflows will be determined by the Fund based on the latest available information at the time of calculation of the Net Asset Value. Investors are advised that the volatility of the Fund’s Net Asset Value may not reflect the true portfolio performance as a consequence of the application of swing pricing. Typically, such adjustment will decrease the Net Asset Value per Share when there are sales of Shares by Investors. The Net Asset Value per Share of each Share Class in the Fund will be calculated separately but any adjustment will, in percentage terms, affect the Net Asset Value per Share of each Share Class in the Fund identically. As this adjustment is related to the outflows of money from the Fund, it is not possible to accurately predict whether dilution will occur at any future point in time. Consequently it is also not possible to accurately predict how frequently the Fund will need to make such adjustments. The swing pricing mechanism may be applied to the Fund at all times. The extent of the price adjustment will be reset by the Fund on a periodic basis (which may be as frequent as every Valuation Day) or as and when needed to reflect an approximation of current dealing and other costs. There is no limit on the extent of the price adjustment, which may be significant or substantial relative to the original (i.e., pre-adjustment) Net Asset Value per Share. The price adjustment is available on request from Investor Services or from a duly authorised Distributor.

SUSPENSION OF CALCULATION OF NET ASSET VALUE

1. The Fund may suspend the determination of the Net Asset Value of the Shares of any Share Class or of the Fund and the purchase and sale of the

Shares during: (a) any period when any of the principal stock exchanges or markets of which any substantial portion of the investments of the Fund from time to

time are quoted is closed, or during which dealings therein are restricted or suspended; or (b) the existence of any state of affairs which constitutes an emergency as a result of which disposal or valuation of assets owned by the Fund

attributable to the Fund would be impracticable; or (c) any breakdown or restriction in the means of communication normally employed in determining the price or value of any of the investments

of the Fund or the current price or values on any stock exchange or market; or

(d) any period when the Fund is unable to repatriate funds for the purpose of making payments due on sale of such Shares or any period when the transfer of funds involved in the realisation or acquisition of investments or payments due on sale of such Shares cannot, in the opinion of the Board of Directors, be effected at normal rates of exchange; or

(e) any period when the Net Asset Value of Shares of the Fund may not be determined accurately; or

(f) during any period when in the opinion of the Board of Directors there exists unusual circumstances where it would be impractical or unfair

towards the Investors to continue dealing in the Shares of the Fund or circumstances where a failure to do so might result in the Investors or

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the Fund incurring any liability to taxation or suffering other pecuniary disadvantage or other detriment which the Investors or the Fund might not otherwise have suffered; or

(g) if the Fund is being or may be wound-up, on or following the date on which such decision is taken by the holder(s) of Management Shares; or

(h) in the case of a merger, if the Board of Directors deems this to be justified for the protection of the Shareholders; or

(i) in the case of a suspension of the calculation of the net asset value of one or several underlying investment funds in which the Fund has invested a substantial portion of assets.

2. Any such suspension shall be notified to Shareholders requesting sale, if permitted, of their Shares by the Fund at the time of the filing of the

irrevocable written request for such sale.

ALLOCATION OF ASSETS AND LIABILITIES The Board of Directors shall establish a pool of assets for each Share Class of the Fund in the following manner: 1. (a) the proceeds from the issue of Shares of each Share Class shall be applied in the books of the Fund to the pool of assets established for that

Share Class, and the assets and liabilities and income and expenditure attributable thereto shall be applied to such pool; (b) where any asset is derived from another asset, such derivative asset shall be applied in the books of the Fund to the same pool as the assets

from which it was derived and in each revaluation of an asset, the increase or diminution in value shall be applied to the relevant pool; (c) where the Fund incurs a liability which relates to any asset of a particular pool or to any action taken in connection with an asset of a particular

pool, such liability shall be allocated to the relevant pool; (d) in the case where any asset or liability of the Fund cannot be considered as being attributable to a particular pool, such asset or liability shall

be equally divided between all the pools or, as in so far as justified by the amounts, shall be allocated to the pools pro rata to the net asset value of the relevant pool; and

(e) upon the record date for determination of the person entitled to any dividend on the Shares of each Share Class, the Net Asset Value of the

Shares of such Share Class shall be reduced by the amount of such dividend declared. 2. For the purpose of the calculation of the Net Asset Value, the valuation and the allocation as aforesaid, Shares of the Fund to be redeemed shall be

treated as existing and taken into account until immediately after the close of business on the Valuation Day, and from time to time, until the price therefor has been paid, shall be deemed to be a liability of the Fund; all investments, cash balances and other assets of the Fund expressed in currencies other than the base currency of the Fund shall be valued after taking into account the market rate or rates of exchange in force at the date and time for determination of the Net Asset Value of Shares; and effect shall be given on any Valuation Day to any purchases or sales of securities contracted for by the Fund on such Valuation Day, to the extent practicable.

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APPENDIX D

FUND CHARGES, FEES AND EXPENSES 1. ENTRY CHARGE AND EXIT CHARGE Entry Charge

Share Class Class A (Qdis) USD

Investor Category Accredited / Institutional / Professional

Entry charge Up to 3%

Exit Charges No exit charge is applicable in respect of the sale of Shares. Investors should, however, take note of the Fund’s application of swing pricing, which may decrease the Net Asset Value per Share when there are sales of Shares by Investors. Please refer to Appendix C for details on swing pricing adjustments. 2. INVESTMENT MANAGEMENT FEES (PER ANNUM) The following investment management fees apply in respect of the Shares as indicated below:

Class A (Qdis) USD

0.30% 3. ADMINISTRATION FEE (PER ANNUM) The following administration fees apply in respect of the Shares:

Class A (Qdis) USD

0.10% 4. SHAREHOLDER SERVICE FEE (PER ANNUM) The following shareholder service fees apply in respect of the Shares:

Class A (Qdis) USD

0.03%

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APPENDIX E

SHARIAH GUIDELINE

The business of the Fund shall at any time be managed in accordance with the guidelines below that shall apply in addition to the investment restrictions. In general, Shariah-compliant investment refers to contractual arrangements and investment guidelines that are in compliance with Shariah (as such guidelines shall be determined by the Shariah Supervisory Board). Subject to their investment objectives and policies, the Fund may only invest in transferable securities of companies whose business is permissible (Halal) and therefore not invest in the following forbidden sectors (Haram):

• Manufacturing or distributing alcohol or tobacco products; • Gaming or gambling; • Producing or distributing content for purely entertainment purposes through any medium; • Manufacturing or distributing weapons and defence related products; • Producing, processing, packaging or any other business activity relating to pork or pork products and other meats and poultry not

specifically defined as acceptable products within the screening criteria; • Conventional banking, insurance or any other interest related financial services activity; and • Producing or distributing pornographic materials.

Shariah-Compliance Screening. Sukuk Screening The specific standards to select Sukuk investments will follow the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) standards. These standards will adhere to the Gulf Cooperation Council (GCC) and Malaysian Shariah Advisory Council of SC screens. All debt-based Sukuk such as Murabaha must be traded at par or via a Shariah-compliant mechanism. Other Permitted Investments

• Islamic money market instruments; • Units or shares of Shariah-compliant Undertakings for the Collective Investment in Transferable Securities (UCITS); and • Islamic deposits with any credit institutions – in the event there is no Islamic deposit available, then any cash held by the Fund must

be placed in a non-interest bearing account. Where the Shariah Supervisory Board requests a change to the Shariah Guidelines, it shall give the Fund and the Investment Manager a reasonable period of time to effect such change in the Prospectus in accordance with the requirements of any applicable law and regulation. Purification of Prohibited Income The Shariah Supervisory Board will from time to time issue guidelines to quantify the annual amount of income of the Fund that should be donated to charity, being derived from eligible securities for investment pursuant to the investment objective, policy and restrictions set out in this Prospectus, but that are engaged in an activity or activities of a marginal nature which are not Shariah-compliant and which are not screened out by the Shariah restrictions. Such amount will be calculated on an annual basis. The resulting amount will be donated to a charity and will be detailed in the Fund’s Annual Report. Any such amounts will be deducted only upon their actual determination and no anticipated accrual thereof shall be made. Zakat Each Investor is responsible for the payment of its own Zakat.