INTERESTED DEalINGS

Subject to the Corporations Act, the Responsible Entity must act in the best interest of the members and, if there is a conflict between the members’

interests and its own interests, give priority to the members’ interests.

The Responsible Entity has procedures in place to identify actual or potential conflicts of interest and to implement measures to address such conflicts including certain monitoring and reporting obligations. These include (among others) internal procedures to indentify, assess and evaluate

potential and actual conflicts of interest, maintaining a schedule of potential and actual conflicts on the register of conflicts of interests and putting into place intra-firm barriers or Chinese Walls where required.

Where a conflict is assessed as being likely to have a material impact, it will be disclosed to the parties concerned in a timely fashion.

Subject to the Corporations Act, the Responsible Entity or any officer, employee or associate of the Responsible Entity may:

a. hold Units in the Fund;

b. act in any fiduciary, vicarious or professional capacity;

c. have an interest in, or enter into any contract or transaction with the Responsible Entity (or its associates), a Unitholder of the Fund or any other person (including a person whose units or other securities form an asset of the Fund); and d. hold or deal in or have any other interest in an

asset of the Fund, and may retain any benefit derived by doing so.

7.4. CONSENTS

Watson Mangioni Lawyers Pty Limited has given, and has not withdrawn as at the date of this PDS, its consent to being named in this PDS as the legal advisor for the Fund. Watson Mangioni Lawyers Pty Limited does not make any statements in, or take any responsibility for, any parts of the PDS.

Boardroom Pty Limited has given, and has not withdrawn as at the date of this PDS, its consent to being named in this PDS as the provider of unit registry services for the Fund. Boardroom Pty Limited has not been involved in the preparation of

32 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

any part of this PDS and specifically disclaims liability to any person in the event of omission from, or a false or misleading statement included in the PDS.

Boardroom Pty Limited has not authorised or caused the issue of this PDS and takes no responsibility for its contents.

KPMG has given, and has not withdrawn as at the date of this PDS, its consent to be named in this PDS as auditor of the Fund. KPMG do not make any statement in this PDS nor is there any statement based on a statement by KPMG in this PDS.

KPMG, and KPMG Transaction Services, a division of KPMG Financial Advisory Services Australia Pty Ltd (KPMG Transaction Services) were respectively the Australian tax advisor and Australian Investigating Accountant in relation to the IPO PDS, which is taken to be included in this PDS by reference. KPMG and KPMG Transaction Services respectively prepared and consented to the inclusion of their tax opinion in Section 10 of the IPO PDS and Investigating Accountant’s Report in Section 9 of the IPO PDS and they have not withdrawn their consent to be named in the IPO PDS in the form and context in which they are named.

Except in relation to their respective reports in Sections 9 and 10 of the IPO PDS, KPMG Transaction Services and KPMG take no responsibility for any part of this PDS and they do not make any statement in this PDS and nor is there any statement based on a statement by KPMG and KPMG Transaction Services in this PDS.

Walsh & Company Asset Management Pty Limited has given, and as at the date of this PDS has not withdrawn, its written consent to being named in the PDS as Investment Manager in the form and context in which it is so named.

08

08. GlOSSaRY

35 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

tErm EXplanation

a$ or $ Australian dollars

allotment The allocation and allotment of Units to Investors following acceptance of an Application

applicant An applicant for Units under this PDS

application An application for Units pursuant to this PDS

application Form An application form in the form attached to this PDS

application monies The Application Price multiplied by the number of Units applied for

application price

An amount for each Unit applied equal to the vWAP at which Units trade on ASX over the last 5 trading days on which Units trade on ASX up to the Closing Date

asiC Australian Securities & Investments Commission

asX ASX Limited

asX settlement ASX Settlement Pty Limited

australian accounting standards

Australian Accounting Standards means accounting standards and interpretations issued by the Australian Accounting Standards Board

australian taxation office

The principal revenue collection agency for the Australian Government in charge of administering the Australian taxation system

business day A day, other than a Saturday or Sunday, on which banks are open for general banking business in Sydney

Cgt Capital gains tax

ChEss Clearing House Electronic Sub-register System

Closing date

The date by which valid acceptances must be received by the Registrar being 17 April 2013 or such other date as the Responsible Entity may determine in its absolute discretion

Constitution The Constitution of the Fund

directors The Board of Directors of the Responsible Entity

dixon advisory group Dixon Advisory Group Limited (ACN 080 207 076) and its subsidiaries

36 EMERGING MARKETS MASTERS FUND | PRODUCT DISCLOSURE STATEMENT

tErm EXplanation

Fund Emerging Markets Masters Fund (ARSN 158 717 072)

gst

The value added tax, if any, on goods and services payable in accordance with the GST Act or another relevant and applicable legislation or law whether in Australia, the US or another jurisdiction

gst act A New Tax System (Goods and Services Tax) Act 1999

investment manager Walsh & Company Asset Management Pty Limited (ACN 159 902 708)

investor An Applicant or an investor in Units

ipo pds The replacement product disclosure statement issued by the Responsible Entity dated 29 August 2012

listing rules The listing rules of the prescribed financial market that the Units are listed on

nav Net asset value of Units

offer The offer of up to 42,723,833 Units pursuant to, and in accordance with, this PDS

opening date The date the Offer will be opened, expected to be 5 April 2013

pds

This substitute product disclosure statement dated 5 April 2013 as modified or varied by any supplementary product disclosure statement made by Walsh & Co and lodged with the ASIC from time to time

portfolio Portfolio of investments of the Fund

responsible Entity Walsh & Company Investments Limited (ACN 152 367 649)

unit An ordinary unit in the Fund, being an undivided share in the beneficial interest in the Fund

unitholder A holder of a Unit

underlying Fund A fund in which the Fund invests

Walsh & Co Walsh & Company Investments Limited (ACN 152 367 649)

vWap volume weighted average price

RESPONSIBLE ENTITY:

ACN 152 367 649 AFSL 410 433

A MEMBER Of ThE DIxON ADvISORY GROUP