Management Agreement

As the Fund’s management falls within the scope of the Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”), the Fund’s shareholders approved on 29 October 2015 the AIFDM implementation plan whereby, starting with 1 April 2016, the alternative investment fund manager and sole director of the Fund is Franklin Templeton International Services S.À R.L. (“FTIS”/”Fund Manager”).

On 29 October 2015, the shareholders approved also the new management agreement with FTIS (“Management Agreement”), effective starting with 1 April 2016.

The obligations and the competencies of the Fund Manager as sole director and alternative investment fund manager of the Fund are set forth by the Companies’ Law no. 31, Law no. 297/2004, and the related regulations, as well as the Constitutive Act, the AIFM Rules (which may be subject to further amendments according to the law), and the provisions of the Management Agreement.

The Fund Manager shall exercise its obligations and duties in accordance with the decisions of, and under the control of, the general meeting of the shareholders and the monitoring of the Board of Nominees.

It is to be noted that the Management Agreement replaces the previous management relationship between the Fund and its former fund manager, namely Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch (“FTIML”), currently FTIS’ Investment Manager in the Fund.

The management relation with FTIML was covered by two investment management agreements. The first one was in place from 2010 until 2014, when a new management agreement was agreed to reflect the renewal of the mandate of FTIML. The second management agreement was in force until 31 March 2016.

For more details with respect to the provisions of the Management Agreement please see the full Management Agreement in force.