Blackfriars Annual 31.12...DIRECTORS’ REPORT (CONTINUED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015 4 Statement of Directors' Responsibilities The Directors are responsible for

BLACKFRIARS DEVELOPING MARKETS FUNDS PLC (An umbrella fund with segregated liability between its funds)

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

BLACKFRIARS DEVELOPING MARKETS FUNDS PLC

TABLE OF CONTENTS

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Contents Directory 2 Directors’ Report 3 Custodian’s Report 9 Independent Auditors’ Report 10 Investment Manager’s Report 12 Statement of Financial Position 15 Statement of Comprehensive Income 17 Statement of Changes in Net Assets Attributable to Holders of Redeemable Participating Shares 19 Statement of Cash Flows 21 Notes to the Financial Statements 23 Schedules of Investments 44 Schedules of Changes in Investments (unaudited) 49


DIRECTORY Registered Office: 25/28 North Wall Quay,

Dublin 1, Ireland

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DIRECTORS** CUSTODIAN Peter Blessing* (Irish) HSBC Institutional Trust Services (Ireland) Limited Mike Kirby (Irish) (resigned on 23 September 2015) 1 Grand Canal Square Thomas Waring (British) Grand Canal Harbour Gariesh Sharma (British) (Alternate) Dublin 2 Cormac Byrne (Irish) (appointed on D02 P820 23 September 2015) Ireland (up to 31 January 2015) RBC Investor Services Bank S.A., Dublin Branch INVESTMENT MANAGER 4th Floor Blackfriars Asset Management Limited One George’s Quay Plaza 9 Cloak Lane George’s Quay London, EC4R 2RU Dublin 2 United Kingdom Ireland (from 31 January 2015) INDEPENDENT AUDITORS REGISTRAR, ADMINISTRATOR Grant Thornton HSBC Securities Services (Ireland) Limited 24-26 City Quay 1 Grand Canal Square Dublin 2 Grand Canal Harbour D02 NY19 Dublin 2 Ireland D02 P820 Ireland (up to 31 January 2015) SPONSORING BROKER RBC Investor Services Ireland Limited A&L Listing 4th Floor 25/28 North Wall Quay One George’s Quay Plaza Dublin 1 George’s Quay D01 H104 Dublin 2 Ireland Ireland (from 31 January 2015) UCITS CONSULTANTS SECRETARY KB Associates Goodbody Secretarial Limited 5 George’s Dock 25/28 North Wall Quay IFSC Dublin 1 Dublin 1 D01 H104 D01 H104 Ireland Ireland LEGAL ADVISORS (In Ireland) A&L Goodbody IFSC

Dublin 1 D01 H104 Ireland

* Independent Director ** All Directors are non executive


DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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The Board of Directors (or the “Directors”) submit their Annual Report together with the audited financial statements for the financial year ended 31 December 2015.

Activities, Business Review and Future Prospects

The Directors have directed the affairs of the Blackfriars Developing Markets Fund plc (or the “Company”) in accordance with the Companies Act 2014. The Company was incorporated on 27 November 2000 and issued its first Prospectus on 14 February 2001. On 23 May 2008, a fourth addendum to the Prospectus was issued, converting the Company to an umbrella fund with segregated liability between sub-funds. There are currently 2 sub-funds in operation, Blackfriars Asian Focus Fund and Blackfriars Oriental Focus Fund. Blackfriars Developing Markets Focus Fund, a new sub-fund, was authorised on 12 December 2014, this new sub-fund has yet to commence operation. The shares of the Company are listed on the Irish Stock Exchange. A detailed Business Review is outlined in the Investment Manager’s Reports on pages 12 to 14. The sub-fund, Blackfriars Japanese Focus Fund (formerly BDT Invest Japanese Focus Fund), was terminated on 20 June 2014 in accordance with the Memorandum and Articles of Association of the Company and the Prospectus. The sub-fund's authorisation with the Central Bank of Ireland was revoked on 23 December 2014.

Results and Dividends

The results for the year are shown in the Statement of Comprehensive Income on page 17.

On 27 November 2015 dividends relating to the financial year ended 31 December 2015 were approved by the Directors as follows:

Class A Shares Class B Shares US Dollar Euro Sterling US Dollar Euro Sterling

Blackfriars Asian Focus Fund US$ 0.50 € 0.40 £ 0.52 US$ 0.50 € 0.40 £ 0.52 Blackfriars Oriental Focus Fund US$ 0.40 € 0.38 £ 0.50 US$ 0.40 € 0.38 £ 0.50 On 16 December 2014 dividends relating to the financial year ended 31 December 2014 were approved by the Directors as follows:

Class A Shares Class B Shares US Dollar Euro Sterling US Dollar Euro Sterling

Blackfriars Asian Focus Fund US$ 0.50 € 0.40 £ 0.52 US$ 0.50 € 0.40 £ 0.52 Blackfriars Oriental Focus Fund US$ 0.40 € 0.38 £ 0.50 US$ 0.40 € 0.38 £ 0.50

The sub-funds and share classes of the Company were accepted into the Reporting Fund Regime by HM Revenue and Customs as of 1 January 2011. A submission for acceptance for year ending 31 December 2014 was submitted in 2015 and approved during the year. A submission for acceptance for year ending 31 December 2015 will be submitted in the 2nd quarter of 2016.

Dividends and other distributions of income made by the Company during 2015, together with the payment of the proceeds of sale and/or redemption of Shares will not be subject to the withholding tax and/or information providing regime imposed by EU Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments, where payment is made to a shareholder who is an individual resident for tax purposes in a member state of the European Community (or a “residual entity” established in a member state) by a paying agent resident in another such member state.

Directors

The Directors of the Company are set out on page 2.


DIRECTORS’ REPORT (CONTINUED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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Statement of Directors' Responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable Irish law and International Financial Reporting Standards, as adopted by the European Union. Irish company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing the financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business. The Directors confirm they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the Irish Companies Act 2014 and the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (as amended) and Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations, 2015 (the “Central Bank UCITS Regulations”). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under the Central Bank UCITS Regulations, the Directors are required to entrust the assets of the Company to the Custodian for safe-keeping. In carrying out this duty, the Company has delegated custody of the Company’s assets to RBC Investor Services Bank S.A., Dublin Branch, 4th Floor, One George’s Quay Plaza, George’s Quay, Dublin 2. The Directors are responsible for the maintenance and integrity of the corporate and financial information included in the financial statements. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Accounting Records The Directors believe that they have complied with the requirements of Section 281 to 285 of the Companies Act 2014 with regard to the keeping of accounting records by employing persons with appropriate expertise and by providing adequate resources to the financial function. The accounting records are kept at RBC Investor Services Ireland Limited, 4th Floor, One George’s Quay Plaza, George’s Quay, Dublin 2. Risk Management Objectives and Policies Investment in the Company involves a number of risks. Details of these risks are contained in the Prospectus dated 2 February 2015 and supplements. Details of the risks associated with financial instruments are included in Note 12.



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Corporate Governance At present, the Company is subject to corporate governance practices imposed by:

(i) The Irish Companies Act 2014 which are available for inspection at the registered office of the Company; and may also be obtained at http://www.irishstatutebook.ie/home.html.

(ii) The Articles of Association of the Company which are available for inspection at the registered

office of the Company at 25/28 North Wall Quay Dublin 1, Ireland and at the Companies Registration Office in Ireland;

(iii) Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for

Collective Investment in Transferable Securities) Regulations 2015 (the "Central Bank UCITS Regulations") which can be obtained from the Central Bank of Ireland’s website at http://www.centralbank.ie/regulation/industry-sectors/funds/ucits/Pages/default.aspx and are available for inspection at the registered office of the Company; and

(iv) The Irish Stock Exchange (“ISE”) through the ISE Code of Listing Requirements and

Procedures which can be obtained from the ISE’s website at:- http://www.ise.ie/Investment-Funds/Listing_Rules_Publications_/

In December 2011 the Irish Funds Association (“IF”) published a non-statutory Corporate Governance Code for Collective Investment Schemes and Management Companies (“IF Code”) that may be adopted on a voluntary basis by Irish authorised collective investment schemes. It should be noted that the IF Code reflects existing corporate governance practices imposed on Irish authorised collective investment schemes. Following an assessment of the measures included in the IF Code as being consistent with its existing corporate governance principles and procedures for the financial year, the Board of Directors formally adopted the voluntary IF Code as the Company’s corporate governance code effective from 1 January 2013. The IF Code may be inspected on/obtained from www.irishfunds.ie. The Board of Directors are responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of error or fraud in achieving the Company’s financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board of Directors have procedures in place to ensure all relevant books of account are properly maintained and are readily available, including production of annual and half-yearly financial statements. The annual financial statements of the Company are required to be approved by the Board of Directors of the Company and the annual and half yearly financial statements of the Company are required to be filed with the Central Bank of Ireland and the Irish Stock Exchange. The statutory financial statements are required to be audited by independent auditors who report annually to the Board of Directors on their findings. The Board of Directors evaluates and discusses significant accounting and reporting issues as the need arises. The Board of Directors has appointed RBC Investor Services Ireland Limited its Administrator. The Administrator maintains the books and records of the Company. The Administrator is authorised and regulated by the Central Bank of Ireland and must comply with the rules imposed by the Central Bank of Ireland. From time to time the Board of Directors also examines and evaluates the Administrators financial accounting and reporting routines and monitors and evaluates the external auditors’ performance, qualifications and independence.



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Corporate Governance (continued) The convening and conduct of shareholders’ meetings are governed by the Articles of Association of the Company and the Companies Act 2014. Although the Directors may convene an extraordinary general meeting of the Company at any time, Directors are required to convene an annual general meeting of the Company within eighteen months of incorporation and fifteen months of the date of the previous annual general meeting thereafter. Shareholders representing not less than one-tenth of the paid up share capital of the Company may also request the Directors to convene a shareholders’ meeting. Not less than twenty one days notice of every annual general meeting and any meeting convened for the passing of a special resolution must be given to shareholders and fourteen days’ notice must be given in the case of any other general meeting unless the auditors of the Company and all the shareholders of the Company entitled to attend and vote agree to shorter notice. Two members present either in person or by proxy constitutes a quorum at a general meeting provided that the quorum for a general meeting convened to consider any alteration to the class rights of shares is two shareholders holding or representing by proxy at least one third of the issued shares of the relevant fund or class. Every holder of participating shares or non-participating shares present in person or by proxy who votes on a show of hands is entitled to one vote. On a poll, every holder of participating shares present in person or by proxy is entitled to one vote in respect of each share held by him and every holder of non-participating shares is entitled to one vote in respect of all non-participating shares held by him. The Chairman of a general meeting of the Company or at least two members present in person or by proxy or any holder or holders of participating shares present in person or by proxy representing at least one tenth of the shares in issue having the right to vote at such meeting may demand a poll. Shareholders may resolve to sanction an ordinary resolution or special resolution at a shareholders’ meeting. An ordinary resolution of the Company or of the shareholders of a particular sub-fund or class requires a simple majority of the votes cast by the shareholders voting in person or by proxy at the meeting at which the resolution is proposed. A special resolution of the Company or of the shareholders of a particular sub-fund or class requires a majority of not less than 75% of the shareholders present in person or by proxy and voting in general meeting in order to pass a special resolution including a resolution to amend the Articles of Association. Unless otherwise determined by an ordinary resolution of the Company in general meeting, the number of Directors may not be less than two nor more than twelve. Currently the Board of Directors of the Company is composed of three Directors and one alternate Director, being those listed in the directory in these financial statements. The business of the Company is managed by the Directors, who exercise all such powers required to be exercised by the Company in general including requirements of the Companies Acts and the Articles of Association of the Company. A Director may, and the company secretary of the Company on the requisition of a Director will, at any time summon a meeting of the Directors. Questions arising at any meeting of the Directors are determined by a majority of votes. In the case of an equality of votes, the Chairman has a second or casting vote. The quorum necessary for the transaction of business at a meeting of the Directors is two. There are no sub-committees of the Board of Directors.



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Directors’, Secretary’s and Other Related Parties’ Interests

In accordance with the requirements of Central Bank UCITS Regulations, all transactions carried out with the Company by the promoter, manager, trustee, investment adviser and associates/group companies (“connected parties”) must be carried out as if negotiated at arm’s length and be in the best interests of shareholders. The Directors are satisfied that there are arrangements in place to ensure that the obligations set out in the Central Bank UCITS Regulations are applied to all transactions with connected parties and transactions with connected parties entered into during the period complied with the obligations set out in the Central Bank UCITS Regulations. Thomas Waring and Gariesh Sharma have been appointed as a Director and an alternative Director, respectively, to the Company effective from 14 July 2014. Thomas Waring is a Director and Chief Executive Officer of Blackfriars Asset Management Limited, and Gariesh Sharma is a Director of Blackfriars Asset Management Limited. Blackfriars Asset Management Limited has been engaged to provide investment management services to the Company.

Mike Kirby and Cormac Byrne are Directors of KB Associates, which has been engaged to provide UCITS consulting, MLRO and VAT reporting services to the Company. Mr Kirby resigned as Director of the Company and Cormac Byrne was appointed as a Director of the Company effective on 23 September 2015.

During the financial year, fees paid to KB Associates amounted to €54,060 (2014: €47,532).

As at 31 December 2015, there was one shareholder that held over 20% of the total issued shares of the Blackfriars Oriental Focus Fund (31 December 2014: one). This shareholder is a company of which Thomas Waring is a Director. Thomas Waring is also a Director of Blackfriars Developing Markets Funds plc.

The following table sets out the shares held by Directors’ and related parties’ interests:

2015 "A" Dollar “B” Dollar "A" Euro "B" Euro "A" Sterling "B" Sterling Asian Focus Fund None - - - - - -

2015 "A" Dollar “B” Dollar “A” Euro “B” Euro "A" Sterling "B" Sterling Oriental Focus Fund None - - - - - -

2014 "A" Dollar “B” Dollar "A" Euro "B" Euro "A" Sterling "B" Sterling Asian Focus Fund Robert Brewis - - - - - 500 John Gibbon 1,612 - - - - -

BLACKFRIARS ASIAN FOCUS FUND

INVESTMENT MANAGER’S REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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On 31 December 2015, the net asset value of the Dollar Class A and B shares stood at $24.64 and $26.76, the Euro Class stood at €24.91 and €26.12 and the Sterling Class A and B shares stood at £29.53 and £32.13 respectively. The table below details the total return for the second half and the full year. The share classes went ex-dividend ($0.50, €0.40 and £0.52 respectively) in January 2016. Second Half 2015 Calendar 2015 Asian Focus Fund US Dollar A Shares -9.2% -5.4% Asian Focus Fund US Dollar B Shares -8.9% -5.0% Asian Focus Fund Euro A Shares -6.7% +5.2% Asian Focus Fund Euro B Shares -6.5% +5.8% Asian Focus Fund Sterling A Shares -3.8% -0.8% Asian Focus Fund Sterling B Shares -3.5% -0.3% MSCI AC Asia Pacific Index -8.7% -2.0%

The MSCI Index is US Dollar total return with net dividends reinvested. Share class total returns are stated in their dealing currency. All share classes are unhedged.

The Blackfriars Asian Focus Fund performed largely in line with the MSCI AC Asia Pacific Index in the second half of 2015 but underperformed over the calendar year due to the weak first half which was discussed in the interim financial statements. The MSCI AC Asia ex Japan Index fell 13.9% in the second half whereas the MSCI Japan Index declined a smaller 3.6%. All in all, it was an indifferent year for equity investors in the Asian region. A return to moderate GDP growth after the set-back induced by the consumption tax increase in 2014 enabled Japan’s corporate sector to post mid-single digit earnings growth at the operating level. The Japanese portfolio had a good year, outperforming the return of the Japanese index. Amongst the better performers, Seven and I rose 29% as its core convenience store operations in both Japan and in the U.S. delivered consistent same store sales growth, and Sony gained 21% as 2014’s restructuring allowed the company to refocus on gaming and content. Mitsubishi UFJ Financial Group rose 16% as earnings estimates rose steadily throughout the year. Hitachi was the only major disappointment falling 22% after poor performance in some divisions forced the company to book further restructuring charges. Towards the end of 2015 we reduced exposure in Japan for the first time in several years feeling that the strong run since late 2012 was increasingly mature. 2016 has seen a difficult and volatile start to the year for Japanese stocks, including some of our remaining positions. The remainder of the year will have to be navigated with care. Elsewhere in the region, China continued to steal the headlines. A slowing property market, especially in smaller cities, and chronic over capacity in steel, coal and most other heavy industries continues to depress growth prospects, although the service sector has remained remarkably buoyant. The surprise “devaluation” of the yuan in August unleashed a wave of panic in Chinese and other regional markets, the MSCI Asia ex Japan Index fell 17% in the third quarter. Markets stabilised in the fourth quarter only to plunge again in January on fears of excessive capital outflows from China as evidenced by the rapid depletion of foreign exchange reserves. Whilst we do not wish to appear too sanguine, we believe the more strident China bears are underestimating the power and control that the Chinese Communist Party retains. The portfolio has limited direct exposure to China and those holdings are predominantly focussed in cash generative companies in the consumer staples sector. In particular we continue to avoid financials, energy and commodities.


INVESTMENT MANAGER’S REPORT (CONTINUED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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With the exceptions of the Philippines and India, growth in other regional economies remains lacklustre at best, a reflection of China’s dominant economic role. We continue to prefer domestically orientated companies in the consumer, property and infrastructure sectors across the Association of Southeast Asian Nations (the “ASEAN”) markets and retain exposure to selected globally competitive manufacturing companies in Korea and Taiwan. Volatility has continued into 2016 but we note that regional valuations, as measured by price to book, are close to the levels reached during previous major market lows. This leaves us optimistic that excellent long term gains are highly probable from current market levels. Blackfriars Asset Management Limited 31 March 2016

BLACKFRIARS ORIENTAL FOCUS FUND

INVESTMENT MANAGER’S REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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On 31 December 2015, the net asset value of the Dollar Class A and B shares stood at $19.45 and $20.99, the Euro Class stood at €21.84 and €23.68 and the Sterling Class A and B shares stood at £26.07 and £27.97 respectively. The table below details the total return for the second half and full year. The share classes went ex-dividend ($0.40, €0.38 and £0.50 respectively) in January 2016. Second Half 2015 Calendar 2015 Oriental Focus Fund US Dollar A Shares -11.1% -14.2% Oriental Focus Fund US Dollar B Shares -10.8% -13.7% Oriental Focus Fund Euro A Shares -8.7% -4.3% Oriental Focus Fund Euro B Shares -8.5% -3.9% Oriental Focus Fund Sterling A Shares -5.8% -9.8% Oriental Focus Fund Sterling B Shares -5.5% -9.4% MSCI AC Asia ex Japan Index -13.9% -9.2% The MSCI Index is US Dollar total return with net dividends reinvested. Share class returns are stated in their dealing currency. All share classes are unhedged.

The Blackfriars Oriental Focus Fund outperformed the MSCI Asia ex Japan Index by some degree in the second half but not enough to offset the poor first half performance that was noted in the interim report. Certainly it proved to be a difficult year for Asian equity investors, especially in the second half. China continues to steal the headlines in the region. A slowing property market, especially in smaller cities, and chronic over capacity in steel, coal and most other heavy industries continues to depress growth prospects, although the service sector has remained remarkably buoyant. The surprise “devaluation” of the yuan in August unleashed a wave of panic in Chinese and other regional markets, the MSCI Asia ex Japan Index fell 17% in the third quarter. Markets stabilised in the fourth quarter only to plunge again in January on fears of excessive capital outflows from China as evidenced by the rapid depletion of foreign exchange reserves. Whilst we do not wish to appear too sanguine, we believe the more strident China bears are underestimating the power and control that the Chinese Communist Party retains. The fund has approximately one quarter of the portfolio invested in China and Hong Kong, substantially less than the “neutral” index weighting of circa 40%. Our holdings are predominantly focussed in cash generative companies in the consumer staples sector. In particular we continue to avoid financials, energy and commodities. With the exceptions of the Philippines and India, growth in other regional economies remains lacklustre at best, a reflection of China’s dominant economic role. We continue to prefer domestically orientated companies in the consumer, property and infrastructure sectors across the Association of Southeast Asian Nations (the “ASEAN”) markets and retain exposure to selected globally competitive manufacturing companies in Korea and Taiwan. We continue to run a tight list of circa twenty five portfolio holdings and believe the companies we own are very well positioned to prosper in the current deflationary environment. Volatility has continued into 2016 but we note that regional valuations, as measured by price to book, are close to the levels reached during previous major market lows. This leaves us optimistic that excellent long term gains are highly probable from current market levels. Blackfriars Asset Management Limited 31 March 2016


STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014

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Blackfriars Blackfriars Blackfriars Oriental Japanese Asian Focus Focus Focus Fund Fund Fund*1 Total

2014 2014 2014 2014 Note US$ US$ US$ US$

ASSETS Financial assets at fair value through profit or loss 3 37,819,015 35,825,975 - 73,644,990 Due from shareholders - 17,673 - 17,673 Other debtors 8 22,961 20,868 - 43,829 Cash and cash equivalents 2,678,498 2,141,138 - 4,819,636 TOTAL ASSETS 40,520,474 38,005,654 - 78,526,128 LIABILITIES Due to shareholders 136,976 - - 136,976 Dividend payable 669,684 609,484 - 1,279,168 Investment management fees payable 40,833 33,332 - 74,165 Other creditors 9 89,659 56,397 - 146,056 LIABILITIES (EXCLUDING NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES) 937,152 699,213 - 1,636,365 NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES 39,583,322 37,306,441 - 76,889,763 Dividends approved 11 669,684 609,484 - 1,279,168 NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES (DEALING NAV) 40,253,006 37,915,925 - 78,168,931 31 December 2014 US$ Class A $26.54 $23.06 - US$ Class B $28.66 $24.73 - € Class A €24.06 €23.21 - € Class B €25.08 €25.03 - £ Class A £30.27 £29.41 - £ Class B £32.75 £31.37 -

* 1Terminated on 20 June 2014

The notes on pages 23 to 43 form part of these financial statements


STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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Blackfriars Blackfriars Oriental Asian Focus Focus Fund Fund Total

2015 2015 2015 Note US$ US$ US$

INCOME Dividend income 689,543 699,669 1,389,212 Other income 21,132 17,389 38,521 Net realised gains on financial assets and liabilities at fair value through profit or loss 1,242,083 149,732 1,391,815 Net (loss) on currency exchange (43,708) (79,177) (122,885) Net change in unrealised depreciation on: Financial assets and liabilities at fair value through profit or loss (2,761,532) (4,674,743) (7,436,275) TOTAL INVESTMENT LOSS (852,482) (3,887,130) (4,739,612) EXPENSES Investment management fees 6 387,043 314,407 701,450 Administration fees 6 73,554 66,272 139,826 Custodian fees 6 47,337 47,817 95,154 Directors’ fees & expenses 6 19,557 17,017 36,574 Audit fees 15,182 13,169 28,351 Other expenses 46,029 58,411 104,440 TOTAL EXPENSES 588,702 517,093 1,105,795 NET INVESTMENT LOSS (1,441,184) (4,404,223) (5,845,407)

FINANCE COSTS

Distribution to holders of redeemable participating shares 2, 11 482,604 489,465 972,069 LOSS BEFORE TAX (1,923,788) (4,893,688) (6,817,476) Withholding taxes 2, 10 (74,086) (60,916) (135,002) LOSS FOR THE FINANCIAL YEAR AFTER WITHHOLDING TAX (1,997,874) (4,954,604) (6,952,478) Movement in : Dividends approved 2, 11 (185,570) (118,354) (303,924) DECREASE IN NET ASSETS ATTRIBUTABLE TO HOLDERS O F REDEEMABLE PARTICIPATING SHARES FROM OPERATIONS (2,183,444) (5,072,958) (7,256,402)

The Statement of Comprehensive Income is continued on next page.



STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014

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Blackfriars Blackfriars Blackfriars Oriental Japanese Asian Focus Focus Focus Fund Fund Fund* 1 Total

2014 2014 2014 2014 Note US$ US$ US$ US$

INCOME Interest income 2 6 9 4 19 Dividend income 1,034,295 804,403 73,414 1,912,112 Other income 18,990 15,455 3,514 37,959 Net realised gains on financial assets and liabilities at fair value through profit or loss 5,129,879 2,204,525 1,333,481 8,667,885 Net gain/(loss) on foreign exchange 10,629 (67,839) 84,558 27,348 Net change in unrealised depreciation on: Financial assets and liabilities at fair value through profit or loss (5,946,339) (89,272) (1,830,650) (7,866,261) Forward foreign exchange contracts (542,668) - (51,750) (594,418)

TOTAL INVESTMENT (LOSS)/INCOME (295,208) 2,867,281 (387,429) 2,184,644 EXPENSES Investment management fees 6 530,051 375,990 - 906,041 Administration fees 6 143,019 101,044 10,497 254,560 Custodian fees 6 83,158 69,048 4,976 157,182 Directors’ fees & expenses 6 48,195 35,120 3,159 86,474 Audit fees 43,993 32,012 1,878 77,883 Liquidation fees - - 18,528 18,528 Printing and advertisement 12,649 12,288 10,328 35,265 Other expenses 149,034 119,175 9,382 277,591 TOTAL EXPENSES 1,010,099 744,677 58,748 1,813,524 NET INVESTMENT (LOSS)/INCOME (1,305,307) 2,122,604 (446,177) 371,120 FINANCE COSTS Distribution to holders of redeemable participating shares 2,11 669,684 609,484 - 1,279,168

(LOSS)/ PROFIT BEFORE TAX (1,974,991) 1,513,120 (446,177) (908,048) Withholding taxes 10 (116,854) (78,736) (12,152) (207,742) (LOSS)/ PROFIT FOR THE FINANCIAL YEAR AFTER WITHHOL DING TAX (2,091,845) 1,434,384 (458,329) (1,115,790) Movement in : Dividends approved 2,11 (307,912) (125,043) (116,240) (549,195) (DECREASE)/INCREASE IN NET ASSETS ATTRIBUTABLE TO H OLDERS OF REDEEMABLE PARTICIPATING SHARES FROM OPERATIONS (2,399,757) 1,309,341 (574,569) (1,664,985) * 1 Terminated on 20 June 2014



STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES


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Blackfriars Blackfriars Oriental Asian Focus Focus Fund Fund Total 2015 2015 2015

Note US$ US$ US$

Net assets attributable to holders of redeemable participating shares at 1 January 40,253,006 37,915,925 78,168,931

Decrease in net assets attributable to holders of redeemable participating shares from operations (2,183,444) (5,072,958) (7,256,402) Proceeds from redeemable participating shares issued 15 591,911 434,245 1,026,156 Redemption of redeemable participating shares 15 (10,584,146) (6,757,965) (17,342,111)

NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES 28,077,327 26,519,247 54,596,574 Closing Shares 31 December 2015 US$ Class A 65,316 27,386 US$ Class B 165,074 671,682 € Class A 15,269 72,038 € Class B 4,074 55,019 £ Class A 188,754 23,718 £ Class B 278,310 188,953

The Statement of Changes in Net Assets Attributable to Holders of Redeemable Participating Shares is continued on next page.



STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES


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Blackfriars Blackfriars Blackfriars Oriental Japanese Asian Focus Focus Focus Fund Fund Fund*1 Total 2014 2014 2014 2014 Note US$ US$ US$ US$ Net assets attributable to holders of redeemable participating shares at 1 January 58,025,233 41,798,395 8,374,433 108,198,061 (Decrease)/increase in net assets attributable to holders of redeemable participating shares from operations (2,399,757) 1,309,341 (574,569) (1,664,985) Proceeds from redeemable participating shares issued 15 8,527,905 3,212,885 57,629 11,798,419 Redemption of redeemable participating shares 15 (23,900,375) (8,404,696) (7,857,493) (40,162,564) NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES 40,253,006 37,915,925 - 78,168,931 Closing Shares 31 December 2014 US$ Class A 68,691 34,233 - US$ Class B 225,069 679,897 - € Class A 30,264 117,016 - € Class B 4,074 167,818 - £ Class A 233,861 51,382 - £ Class B 391,082 195,530 - *1 Terminated on 20 June 2014



STATEMENT OF CASH FLOWS TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES


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Blackfriars Blackfriars Oriental Asian Focus Focus Fund Fund Total 2015 2015 2015

US$ US$ US$ Cash flows from operating activities

Decrease in amount attributable to holders of redeemable participating shares: (2,183,444) (5,072,958) (7,256,402) Adjustment for: - Dividends approved (482,604) (489,465) (972,069) - Dividend income (689,543) (699,669) (1,389,212) - Distributions to holders of redeemable participating shares 668,174 607,819 1,275,993

(2,687,417) (5,654,273) (8,341,690)

Net decrease in debtors 18,926 16,237 35,163 Net (decrease) in creditors (26,919) (2,047) (28,966) Net decrease in financial assets at fair value through profit or loss 10,808,722 11,041,841 21,850,563 Cash provided by operations 8,113,312 5,401,758 13,515,070 Dividends received 689,543 699,669 1,389,212 Net cash provided by operating activities 8,802,855 6,101,427 14,904,282 Cash flow from financing activities Distributions to holders of redeemable participating shares (185,570) (118,354) (303,924) Proceeds from redeemable participating shares issued 591,911 451,918 1,043,829 Redemption of redeemable participating shares (10,701,388) (6,757,965) (17,459,353) Cash outflow from financing activities (10,295,047) (6,424,401) (16,719,448) Net decrease in cash and cash equivalents (1,492,192) (322,974) (1,815,166) Cash and cash equivalents at beginning of the financial year 2,678,498 2,141,138 4,819,636 Cash and cash equivalents at end of the financial year 1,186,306 1,818,164 3,004,470

The Statement of Cash Flows is continued on next page.



STATEMENT OF CASH FLOWS TO HOLDERS OF REDEEMABLE PARTICIPATING SHARES


22

Blackfriars Blackfriars Blackfriars Oriental Japanese Asian Focus Focus Focus Fund Fund Fund*1 Total 2014 2014 2014 2014

US$ US$ US$ US$ Cash flows from operating activities

(Decrease)/increase in amount attributable to holders of redeemable participating shares: (2,399,757) 1,309,341 (574,569) (1,664,985) Adjustment for: - Dividends approved (669,684) (609,484) - (1,279,168)

- Interest income (6) (9) (4) (19) - Dividend income (1,034,295) (804,403) (73,414) (1,912,112) - Distributions to holders of redeemable participating shares 977,596 734,527 116,240 1,828,363

(3,126,146) 629,972 (531,747) (3,027,921)

Net decrease in debtors 7,440 12,247 10,480 30,167 Net decrease in creditors (43,920) (23,179) (16,366) (83,465) Net decrease in financial assets at fair value through profit or loss 19,722,411 3,919,334 8,130,666 31,772,411 Cash provided by operations 16,559,785 4,538,374 7,593,033 28,691,192 Interest received 6 9 4 19 Dividends received 1,048,825 804,285 83,702 1,936,812 Net cash provided by operating activities 17,608,616 5,342,668 7,676,739 30,628,023 Cash flow from financing activities Distributions to holders of redeemable participating shares (307,912) (125,043) (116,240) (549,195) Proceeds from redeemable participating shares issued 8,536,145 3,205,212 57,629 11,798,986 Redemption of redeemable participating shares (23,835,166) (8,482,000) (7,857,493) (40,174,659) Cash outflow from financing activities (15,606,933) (5,401,831) (7,916,104) (28,924,868) Net increase/(decrease) in cash and cash equivalents 2,001,683 (59,163) (239,365) 1,703,155 Cash and cash equivalents at beginning of the year 676,815 2,200,301 239,365 3,116,481 Cash and cash equivalents at end of the year 2,678,498 2,141,138 - 4,819,636 *1 Terminated on 20 June 2014



NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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1. General

Blackfriars Developing Markets Funds plc (formerly BDT Invest Funds plc) (the “Company”) was incorporated under the laws of Ireland on 27 November 2000 as an open ended umbrella type investment company with variable capital and limited liability pursuant to the Companies Act 2014. The Prospectus, dated 2 February 2015, notes that there exists the segregated liability between the sub-funds of the Company. The registered address of the Company is 25/28 North Wall Quay, Dublin 1, Ireland. The Company is qualified as a UCITS (Undertakings for Collective Investment in Transferable Securities) within the meaning of the Central Bank UCITS Regulations and, pursuant to those Regulations, is authorised by the Central Bank. There are currently 2 sub-funds in operation, Blackfriars Asian Focus Fund and Blackfriars Oriental Focus Fund. Blackfriars Developing Markets Focus Fund, a new sub-fund, was authorised on 12 December 2014, this new sub-fund has yet to commence operation. The sub-fund, Blackfriars Japanese Focus Fund was terminated on 20 June 2014 in accordance with the Memorandum and Articles of Association of the Company and the Prospectus. The sub-fund's authorisation with the Central Bank of Ireland was revoked on 23 December 2014. The authorised share capital of the Company is €37,500 divided into 30,000 Management shares of €1.25 each and 500,000,000 redeemable participating shares of no par value initially designated as unclassified shares. In respect of the Management Shares, two Management Shares of €1.25 each are in issue. These are held by the Investment Manager and nominees thereof. Management Shares do not entitle the holders to any dividend and on a winding-up entitle the holder to receive the amount paid up threron but not otherwise to participate in the assets of the Company. There are currently six classes of redeemable participating shares available for subscription in respect of Blackfriars Asian Focus Fund Class A and Class B shares in US Dollar, Euro and Sterling which may be purchased on each dealing day at prices in the currency of denomination of the respective classes calculated with reference to the Net Asset Value per share of the relevant class. All of the above share classes are listed on the Irish Stock Exchange. There are currently six classes of redeemable participating shares available for subscription in respect of Blackfriars Oriental Focus Fund. Class A and Class B shares in US Dollar, Euro and Sterling which may be purchased on each dealing day at prices in the currency of denomination of the respective classes calculated with reference to the Net Asset Value per share of the relevant class. All of the above share classes are listed on the Irish Stock Exchange.

There are currently nine classes of redeemable participating shares available for subscription in respect of Blackfriars Developing Markets Focus Fund, a new sub-fund that was authorised on 12 December 2014 but yet to commence its operation. Class A in US Dollar, Euro and Sterling (hedged and non hedged class) and Class F shares in US Dollar, Euro and Sterling (hedged, non hedged and distribution class) can be purchased from 3 February 2015 to 27 October 2016 or such earlier date as decided by the Directors.

The investment objective of the Blackfriars Asian Focus is to achieve long term capital growth through investment in global equity markets. The investment policy is to invest primarily in equity and equity related securities (such as convertible bonds and warrants), although investments may also be made in bonds issued by corporate and governmental issues and other forms of debt instruments. The Directors believe that the Investment Manager has particular skills in Japanese, Asian and emerging markets equities. In normal circumstances growth companies from these regions will comprise the substantial majority of investments held by the sub-fund.


NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

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1. General (continued) The investment objective of the Blackfriars Oriental Focus Fund is to achieve long term capital growth through investment in global equity markets. The investment policy is to invest primarily in equity and equity related securities (such as convertible bonds and warrants), although investments may also be made in bonds issued by corporate and governmental issues and other forms of debt instruments. The Directors believe that the Investment Manager has particular skills in Asian equities. In normal circumstances, growth companies from these regions will comprise the substantial majority of investments held by the sub-fund. The investment objective of the Blackfriars Developing Markets Focus Fund is to seek long term capital growth by investing in the equity of companies with significant operational exposure to developing markets. The sub-fund intends to achieve its investment objective primarily through focusing on investment opportunities in developing markets which are included in the list of Regulated Markets. For the purposes of this sub-fund, any country not included in the MSCI World index, such as Brazil, China, Turkey, Estonia, Nigeria or Oman etc. and which is included in the list of Regulated Markets is considered eligible.

2. Principal accounting policies

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") of the IASB. The financial statements have been prepared in accordance with Irish statute comprising the Companies Act 2014 and Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations, 2015 (the “Central Bank UCITS Regulations”) and the Listing Rules of the Irish Stock Exchange. The financial statements have been prepared on a going concern basis under the historical cost basis convention, as modified by the revaluation of financial assets and liabilities classified at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. All references to net assets throughout this document refer to net assets attributable to holders of redeemable participating shares unless otherwise stated. Up to 30 January 2015 the computation of the realised gains and losses on sales of investments was calculated on average cost basis. From 31 January 2015 the computation of realised gains and losses on sales of investments is calculated using the First In, First Out basis (“FIFO”). The Statement of Financial Position does not distinguish between current and non-current items.



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2. Principal accounting policies (continued) New standards, amendments and interpretations that have not been early adopted In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the Financial Instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. The adoption of IFRS 9 is unlikely to have a material effect on the classification and measurement of the Company’s financial assets or financial liabilities. There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Company. Foreign currency translation

(a) Functional and presentation currency

Items included in the Company’s financial statements are measured using US Dollars and the Company has also adopted the US Dollar as its presentation currency.

(b) Transactions and balances

Transactions in foreign currencies, which occurred during the year, are translated into US Dollars at the rate prevailing on the transaction date.

Assets and liabilities in foreign currencies are translated into US Dollars at the rate prevailing at the year end date. Profits and losses on foreign currency translations are recognised in the Statement of Comprehensive Income. Income from investments

Interest income is recognised in the Statement of Comprehensive Income for all debt instruments using the effective interest method.

Dividend income is credited to the Statement of Comprehensive Income on the date on which the relevant securities are listed as “ex-dividend”. Dividend income is shown gross of any non-recoverable withholding taxes, which are disclosed separately in the Statement of Comprehensive Income, and net of any tax credits.

Distributions to redeemable participating shareholders

The liability in the Statement of Financial Position includes an adjustment for dividends approved on 27 November 2015 which are not accrued for operational NAV calculation purposes until ex date on 4 January 2016. The movement in the adjustments is included in the Statement of Comprehensive Income.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.



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2. Principal accounting policies (continued) Financial assets and liabilities at fair value through profit or loss

The Company has designated its investments into the financial assets and liabilities at fair value through profit or loss category. This category has two sub-categories: financial assets and liabilities held for trading, and those designated by management at fair value through profit or loss at inception. Financial assets and liabilities held for trading are acquired or incurred principally for the purpose of selling or repurchasing in the short term. Financial assets and financial liabilities designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Fund’s documented investment strategy. All investments have been categorised as financial assets and liabilities at fair value through profit or loss at inception.

Purchases and sales of investments are recognised on trade date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value and are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. Transaction costs for all financial assets carried at fair value through profit and loss are expensed as incurred.

Gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the Statement of Comprehensive Income in the period in which they arise. Valuation of financial assets and liabilities For the purposes of preparing the financial statements, financial assets and financial liabilities are measured at fair value based on quoted closing mid-market prices at the close of trading on the Statement of Financial Position Date. The Directors, with the approval of the Custodian, may adjust the value of any investment if they consider that such adjustment is required to reflect the fair value of that investment. No such adjustment was made as at 31 December 2015 and 31 December 2014. Forward foreign exchange contracts The sub-funds are authorised for purposes of efficient portfolio management to enter into forward foreign exchange contracts for the purpose of managing the foreign currency exposure arising from the sub-funds’ investment or anticipated investment in securities denominated in foreign currencies. All forward foreign exchange contracts are fair valued using forward exchange rates prevailing at the relevant valuation date for the remaining period to maturity and any resulting unrealised gains are recorded as assets and losses as liabilities in the Statement of Financial Position. Realised gains and losses are recorded in the Statement of Comprehensive Income at the time the forward foreign exchange contract settles. Realised and unrealised gains and losses applicable to forward foreign exchange contracts entered into at sub-fund level are allocated at sub-fund level. In relation to class specific forward foreign exchange contracts the realised and unrealised gains and losses and transaction costs are allocated solely to those share classes. Gains and losses recorded on Statement of Comprehensive Income for Asian Focus Fund for the financial year to 31 December 2014 relate to a foreign exchange contract held for Efficient Portfolio Management purposes. All other foreign exchange contracts held on other sub-funds during the financial year ended 31 December 2014 were solely for share class hedging purposes and are therefore not considered Efficient Portfolio Management. There were no foreign exchange contracts held during the financial year ended 31 December 2015.



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2. Principal accounting policies (continued) Redeemable participating shares

Redeemable participating shares are redeemable at the shareholder’s option and are classified as financial liabilities.

The redeemable participating shares can be put back to the sub-fund at any time for cash equal to a proportionate share of the particular sub-fund’s net asset value. The redeemable participating share is carried at the redemption amount that is payable at the year end date if the shareholder exercised its right to put the share back to the sub-fund. The liability in the Statement of Financial Position includes adjustments for dividends approved on 27 November 2015 which are not accrued for operational NAV calculation purposes until ex-date on 4 January 2016. The movement in the adjustments is included in the Statement of Comprehensive Income. Management shares

Management shares are not redeemable and do not participate in the net income or dividends of the sub-funds as per the Company’s articles of association. Transaction costs Transaction costs are incremental costs, which are separately identifiable and directly attributable to the acquisition, issue or disposal of a financial asset or financial liability. Transaction costs include fees and commissions paid to brokers and counterparties, fees paid to the Custodian on trade settlement and any capital gains taxes. Transaction costs are expressed as incurred and are recorded in the Statement of Comprehensive Income. The Transaction costs are included in Net gain or loss on financial assets and liabilities at fair value through profit or loss, in the Statement of Comprehensive Income. Offsetting of financial assets and liabilities Offsetting of financial assets and liabilities financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the assets and settle the liabilities simultaneously.



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3. Financial assets and liabilities at fair value through profit or loss The following table presents the financial instruments carried on the Statement of Financial Position by caption and by level within the valuation hierarchy as at 31 December 2015 and 31 December 2014.

Blackfriars Oriental Focus Fund 31 December 2015 Level 1 Level 2 Level 3 Total US$ US$ US$ US$ Financial assets at fair value through profit or loss

Equity securities 24,784,134 - - 24,784,134 24,784,134 - - 24,784,134

Blackfriars Oriental Focus Fund 31 December 2014 Level 1 Level 2 Level 3 Total US$ US$ US$ US$ Financial assets at fair value through profit or loss


In determining an instrument's placement within the hierarchy, the Directors separate the Company's investment portfolio into two categories: investments and derivative instruments. Each of these categories can further be divided between financial assets or financial liabilities.

Investments Investments whose values are based on quoted market prices in active markets are classified within level 1. These include active listed equities and warrants. The Directors do not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Blackfriars Asian Focus Fund 31 December 2015 Level 1 Level 2 Level 3 Total US$ US$ US$ US$ Financial assets at fair value through profit or loss


Blackfriars Asian Focus Fund 31 December 2014 Level 1 Level 2 Level 3 Total US$ US$ US$ US$ Financial assets at fair value through profit or loss




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3. Financial assets and liabilities at fair value through profit or loss (continued)

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. Investments classified within level 3 have significant unobservable inputs, as they trade infrequently or not at all. When observable prices are not available for these securities, the Directors use one or more valuation techniques (e.g. the market approach or the income approach) for which sufficient and reliable data is available. Within level 3, the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

Derivative Instruments Derivative instruments can be exchange-traded or privately negotiated over-the-counter ("OTC"). Exchange-traded derivatives, such as futures contracts and exchange traded option contracts, are typically classified within level 1 or level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded.

OTC derivatives, including forwards are valued by the Directors using observable inputs, such as quotations received from the counterparty, dealers or brokers, whenever available and considered reliable. In instances where models are used, the value of an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs. Such inputs include market prices for reference securities, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. Certain OTC derivatives, such as generic forwards, have inputs which can generally be corroborated by market data and are therefore classified within level 2.

Those OTC derivatives that have less liquidity or for which inputs are unobservable are classified within level 3. While the valuations of these less liquid OTC derivatives may utilise some level 1 and/or level 2 inputs, they also include other unobservable inputs which are considered significant to the fair value determination. At each measurement date, the Directors update the level 1 and level 2 inputs to reflect observable inputs, though the resulting gains and losses are reflected within level 3 due to the significance of the unobservable inputs. The Company considers the transfers between different levels to occur when there is a change in significant observable and unobservable inputs for a particular investment. There were no transfers in the levels during the year.

4. Assets and liabilities not carried at fair value but for which fair value is disclosed The Company’s assets and liabilities (by class) not measured at fair value but for which fair value is disclosed have the following levels: level 1 – cash and cash equivalents, margin accounts, bank overdrafts, level 2 – remaining classes of financial assets and liabilities on the Statement of Financial Position. These assets and liabilities are carried at amortised cost, their carrying values are a reasonable approximation of fair value.

5. Offsetting of financial assets and liabilities

As at 31 December 2015, none of the financial instruments of the Company are being presented net within the statement of financial position of the Company.



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6. Fees and expenses

Investment management fees Blackfriars Asset Management Ltd is paid an investment management fee by the sub-funds in respect of the Class A shares and Class B shares, which accrues on each dealing day and is payable monthly in arrears. The Blackfriars Asian Focus Fund pays a monthly investment management fee calculated at the rate of 1.5% per annum of the Net Asset Value of the Class A shares and 0.90% per annum of the Net Asset Value of the Class B shares. The Blackfriars Oriental Focus Fund pays a monthly investment management fee calculated at the rate of 1.5% per annum of the Net Asset Value of the Class A shares and 0.90% per annum of the Net Asset Value of the Class B shares.

The Investment Manager is a related party of the Company. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Custodian fees For the period up to 30 January 2015 HSBC Institutional Trust Services (Ireland) Limited, was entitled to a fee of 0.125% per annum of the aggregate assets of the sub-funds (prior to deduction of the Funds’ liabilities) calculated as of each dealing day and payable monthly in arrears subject to a minimum monthly fee of US$2,500. HSBC Institutional Trust Services (Ireland) Limited was entitled to be reimbursed for all agreed transaction fees and out of pocket expenses properly incurred. HSBC Institutional Trust Services (Ireland) Limited also charged sub-custodian fees at normal commercial rates.

For the period from 31 January 2015 RBC Investor Services Bank S.A., Dublin Branch, (the “Custodian”) is entitled to safekeeping fees based on the Net Asset Value of the Fund that vary, from 0.005% to 1.50%, depending on the country in which the security is traded and held, subject to a minimum annual fee, exclusive of transaction charges and out-of-pocket expenses, of up to €55,000 in total for all of the sub-funds of the Company. The sub-funds shall also be subject to transaction charges, which shall not exceed normal commercial rates. The Custodian shall also be entitled to reimbursement of properly vouched out of pocket expenses incurred by the Custodian, or any sub-custodian, for the benefit of the sub-funds out of the assets of the Company in respect of which such charges and expenses were incurred. Custodian is also entitled to a trustee fee of up to 0.02% per annum of the aggregate assets of the sub-funds (prior to deduction of the sub-funds’ liabilities) calculated as of each dealing day and payable monthly in arrears subject to a minimum annual fee of €10,000 per annum. Administration fees For the period up to 30 January 2015 HSBC Securities Services (Ireland) Limited, was entitled to a fee of 0.20% per annum of the aggregate assets of the sub-funds (prior to deduction of the sub-funds’ liabilities) calculated as of each dealing day and payable monthly in arrears subject to a minimum monthly fee of US$5,750 plus value added tax, (if any). HSBC Securities Services (Ireland) Limited was also entitled to be reimbursed for all agreed transaction fees and out of pocket expenses properly incurred by it in the performance of its duties and responsibilities under the Administration Agreement. All such fees and expenses are borne by the Company. For the period from 31 January 2015 RBC Investor Services Ireland Limited, (the “Administrator”), is entitled to a fee of 0.016% per annum of the aggregate assets of the sub-funds (prior to deduction of the sub-funds’ liabilities) calculated as of each dealing day and payable monthly in arrears subject to a minimum monthly fee of €2,725 plus value added tax, (if any). In addition, the Administrator is entitled to charge the sub-funds for certain other fees (e.g. for the preparation of financial statements). The fees are exclusive of value added tax (if any). The Administrator is also entitled to be reimbursed for all agreed transaction fees and out of pocket expenses properly incurred by it in the performance of its duties and responsibilities under the Administration Agreement. All such fees and expenses are borne by the Company.



31

6. Fees and expenses (continued) Directors’ fees and expenses Each Director is entitled to such remuneration for his services as the Directors may determine provided that the aggregate emoluments of all Directors in respect of any twelve month period shall not exceed €60,000 plus expenses, or such higher amount as may be approved by ordinary resolution of the Company. Directors’ fees for the year amounted to US$36,574 (2014: US$78,394) and accrued Directors’ fees were US$nil (2014: US$29,215). Other Directors’ expenses for the year amounted to US$nil (2014: US$8,080) and there were no other Directors’s expenses accrued as at 31 December 2015 and 31 December 2014. Auditors’ fees Fees and expenses paid to our statutory auditors in respect of the financial year are as follows: 2015 2014 Statutory audit of financial statements US$17,662 US$17,564 Other assurance services - - Tax advisory services - US$1,823 Other non-audit services - -

Transaction costs The below table provides an analysis of the total transaction costs for the financial year ended 31 December 2015 and 2014. 31 December 2015:

Blackfriars Asian Focus

Fund

Blackfriars Oriental

Focus Fund Total

US$ US$ US$ 2015 2015 2015 Total transaction costs 60,501 70,649 131,150

31 December 2014:

Blackfriars Asian Focus

Fund

Blackfriars Oriental

Focus Fund

Blackfriars Japanese

Focus Fund* Total

US$ US$ US$ US$ 2014 2014 2014 2014 Total transaction costs 138,276 127,556 16,001 281,833

* Sub Fund has terminated on 20 June 2014.



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7. Cash and cash equivalents All cash balances are held at RBC Investor Services Bank S.A., Dublin Branch. RBC Investor Services Bank S.A., Dublin Branch has a right of set-off between cash balances. The Blackfriars Asian Focus Fund and the Blackfriars Oriental Focus Fund have restricted cash accounts. As at 31 December 2014 the Company held restricted currencies in order for the Investment Manager to open security accounts in certain markets which require cash accounts to be opened in the local currency. As at 31 December 2015, the restricted balances in the Blackfriars Asian Focus Fund and the Blackfriars Oriental Focus Fund amounted to US$nil (31 December 2014: US$8,687 and US$12,325).

8. Other debtors Blackfriars Blackfriars Asian Focus Fund Oriental Focus Fund Total 2015 2015 2015 US$ US$ US$ Dividends receivable 2,078 2,869 4,947 Prepaid ISE Fee 1,957 1,762 3,719 4,035 4,631 8,666 Blackfriars Blackfriars Asian Focus Fund Oriental Focus Fund Total 2014 2014 2014 US$ US$ US$ Dividends receivable 11,138 14,893 26,031 Prepaid Directors Insurance Fee 2,739 2,350 5,089 Prepaid FT fees 1,624 1,634 3,258 Prepaid ISE Fee 1,991 1,991 3,982 Prepaid Rating Fee 5,469 - 5,469 22,961 20,868 43,829

9. Other creditors

Blackfriars Blackfriars Asian Focus Fund Oriental Focus Fund Total 2015 2015 2015 US$ US$ US$ Administration fees 8,861 8,561 17,422 Audit fees 12,011 10,862 22,873 Corporate secretarial fees 4,235 3,829 8,064 Custody fees 10,862 10,351 21,213 Publication fees 2,295 2,170 4,465 Consultancy fees 5,898 5,581 11,479 Other expenses 5,574 2,323 7,897 49,736 43,677 93,413



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9. Other creditors (continued) Blackfriars Blackfriars Asian Focus Fund Oriental Focus Fund Total 2014 2014 2014 US$ US$ US$ Administration fees 7,394 6,621 14,015 Audit fees 49,624 27,768 77,392 Corporate secretarial fees 7,852 6,933 14,785 Custody fees - 4,138 4,138 Directors’ fees 19,223 9,992 29,215 Other expenses 5,566 945 6,511 89,659 56,397 146,056

10. Taxation

Under current law and practice the Company qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended. On that basis, it is not chargeable to Irish tax on its income or gains.

However, Irish tax may arise on the happening of a “chargeable event”. A chargeable event includes any distribution payments to shareholders or any encashment, redemption, cancellation or transfer of shares.

No Irish tax will arise on the Company in respect of chargeable events in respect of:

(a) a shareholder who is neither Irish resident nor ordinarily resident in Ireland for tax purposes, at

the time of the chargeable event, provided appropriate valid declarations in accordance with the provisions of the Taxes Consolidation Act, 1997, as amended, are held by the Company; and

(b) Certain exempted Irish tax resident shareholders who have provided the Company with the

necessary signed statutory declarations.

Dividends, interest and capital gains (if any) received on investments made by the Company may be subject to withholding taxes imposed by the country from which the investment income/gains are received and such taxes may not be recoverable by the sub-fund or its shareholders.

11. Distribution

On 27 November 2015 dividends relating to the financial year ended 31 December 2015 were approved by the Directors as follows: Class A Shares Class B Shares US Dollar Euro Sterling US Dollar Euro Sterling

Blackfriars Asian Focus Fund US$ 0.50 € 0.40 £ 0.52 US$ 0.50 € 0.40 £ 0.52 Blackfriars Oriental Focus Fund US$ 0.40 € 0.38 £ 0.50 US$ 0.40 € 0.38 £ 0.50 The dividends’ ex date was 4 January 2016. Dividends were payable on 21 January 2016.



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11. Distribution (continued)

On 16 December 2014 dividends relating to the year ended 31 December 2014 were approved by the Directors as follows: Class A Shares Class B Shares US Dollar Euro Sterling US Dollar Euro Sterling Blackfriars Asian Focus Fund US$0.50 €0.40 £0.52 US$0.50 €0.40 £0.52 Blackfriars Oriental Focus Fund US$0.40 €0.38 £0.50 US$0.40 €0.38 £0.50 The dividends’ ex date was 2 January 2015. Dividends were payable on 22 January 2015. The sub-funds and share classes of the Company were accepted into the Reporting Fund Regime by HM Revenue and Customs as of 1 January 2011. A submission for acceptance for year ending 31 December 2014 was submitted and accepted during 2015. A submission for acceptance for year ending 31 December 2015 will be submitted in the 2nd quarter of 2016.

12. Financial instruments and associated risks

The Company’s risks are those set out in the Prospectus and Supplements and any consideration of risk here should be viewed in the context of the Prospectus and Supplements which is the primary documentation governing the operation of the sub-fund and any subscriptions and redemptions. The Company’s activities expose it to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk), credit risk and liquidity risk. The Company’s overall risk management programmes focus on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Company can use derivative financial instruments to moderate certain risk exposures. The investment objectives of Blackfriars Asian Focus Fund and Blackfriars Oriental Focus Fund are set out in Note 1 to the Financial Statements.

Market Risk Price Risk The Company can trade in equities, bonds, forward foreign exchange contracts, warrants, convertible bonds, convertible debentures, options and futures. The Company is exposed to market price risk arising from uncertainties about future prices of these instruments. Movements in inherently volatile prices of equity positions held are the main price risks facing the Company.

The Company’s price risk is managed by diversification of equity positions in line with UCITS requirements such as the 5/40 rule as well as diversification within different markets and sectors. In addition to diversification, the ability to hold cash and short term treasury bills is another way in which price risk can be managed by the Company. The level of exposure to price risk can be seen in the Statement of Financial Position on page 15.



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12. Financial instruments and associated risks (continued) Market Risk (continued) Sensitivity Analysis The following analysis is based on regressing the daily returns, over two years to end December 2015, of the fund against its respective index. Blackfriars Asian Focus Fund If the MSCI Asia Pacific index increased by 10% with all other variables held constant, we would expect this to increase the net assets attributable to shareholders by 8.8%. Conversely if the index had decreased by 10% we would expect this would have decreased the net assets attributable to shareholders by 7.7%. Blackfriars Oriental Focus Fund If the MSCI Asia ex Japan index increased by 10% with all other variables held constant, we would expect this to increase the net assets attributable to shareholders by 7.2%. Conversely if the index had decreased by 10% we would expect this would have decreased the net assets attributable to shareholders by 6.9%. The following analysis is based on regressing the daily returns, over two years to end December 2014, of the fund against its respective index. Blackfriars Asian Focus Fund If the MSCI Asia Pacific index increased by 10% with all other variables held constant, we would expect this to increase the net assets attributable to shareholders by 8.7%. Conversely if the index had decreased by 10% we would expect this would have decreased the net assets attributable to shareholders by 8.5%. Blackfriars Oriental Focus Fund If the MSCI Asia ex Japan index increased by 10% with all other variables held constant, we would expect this to increase the net assets attributable to shareholders by 7.6%. Conversely if the index had decreased by 10% we would expect this would have decreased the net assets attributable to shareholders by 9.1%. Interest Rate Risk The Company is not exposed to any material form of Interest Rate Risk at 31 December 2015 or at 31 December 2014. Currency risk The Company holds assets and liabilities denominated in currencies other than US Dollars, the functional currency. It is therefore exposed to currency risk, as the value of assets and liabilities denominated in other currencies will fluctuate due to changes in exchange rates. Monetary items are units of currency held and assets and liabilities to be received or paid in a fixed or determinable number of units of currency. Monetary assets and liabilities include cash and cash equivalents, marketable debt securities, trade receivables and payables. The currency risk associated with monetary items is considered immaterial as the majority of monetary items held by the Company are denominated in US Dollars.



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12. Financial instruments and associated risks (continued) Market Risk (continued) Currency risk (continued) All assets and liabilities that do not meet the definition of monetary items are classified as non-monetary. Marketable equity investments are considered non-monetary assets. The currency risk associated with equities is included in Market Risk. Once paid in or accumulated, all elements of net assets attributable to holders of redeemable participating shares are non-monetary. The majority of cash held is in the currency of the assets traded –US Dollars for the Blackfriars Asian Focus Fund and the Blackfriars Oriental Focus Fund. The Blackfriars Asian Focus Fund and Blackfriars Oriental Focus Fund also hold small working capital balances in currencies of the markets in which the sub-funds invest but with the exception of Taiwan Dollars these are swept back into the base currency on a trade for trade basis by the custodian. Small balances of Taiwan Dollars are often held since purchases of Taiwanese equities require pre-funding. (When it is considered appropriate, currency hedges are put in place for Japanese Yen exposure). In accordance with Company policy, the Investment Manager and the Custodian monitor the Company’s currency position on a daily basis, and the Board of Directors review it on a quarterly basis to ensure the risk is mitigated. The following table sets out the total exposure to foreign currency at 31 December 2015: Blackfriars Asian Focus Fund

Monetary Non-monetary Hedging Net Currency US$ US$ US$ US$ Euro 9,218 - - 9,218 Hong Kong Dollar 7,010 4,063,786 - 4,070,796 Indian Rupee - 2,927,044 - 2,927,044 Japanese Yen 84,914 10,363,562 - 10,448,476 Malaysian Ringgit - 1,279,258 - 1,279,258 New Taiwan Dollar - 2,176,632 - 2,176,632 Philippine Peso 2,078 1,698,100 - 1,700,178 South Korean Won - 2,267,473 - 2,267,473 Thailand Baht - 2,234,438 - 2,234,438 103,220 27,010,293 - 27,113,513

Blackfriars Oriental Focus Fund Monetary Non-monetary Hedging Net

Currency US$ US$ US$ US$ Euro 12,852 - - 12,852 Hong Kong Dollar 9,099 6,463,960 - 6,473,059 Indian Rupee - 4,042,602 - 4,042,602 Malaysian Ringgit - 1,933,978 - 1,933,978 New Taiwan Dollar - 2,975,587 - 2,975,587 Philippine Peso 2,869 2,384,230 - 2,387,099 South Korean Won - 3,346,871 - 3,346,871 Sterling Pound 1,287 - - 1,287 Thailand Baht - 3,636,906 - 3,636,906 26,107 24,784,134 - 24,810,241



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12. Financial instruments and associated risks (continued) Market Risk (continued) Currency risk (continued) The following table sets out the total exposure to foreign currency at 31 December 2014: Blackfriars Asian Focus Fund

Monetary Non-monetary Hedging Net Currency US$ US$ US$ US$ Euro (56,430) - - (56,430) Hong Kong Dollar - 5,243,251 - 5,243,251 Indian Rupee - 3,959,820 - 3,959,820 Japanese Yen - 13,715,945 - 13,715,945 Malaysian Ringgit 17,009 3,289,089 - 3,306,098 Philippines Peso 2,816 1,896,881 - 1,899,697 South Korean Won - 2,735,879 - 2,735,879 Sterling Pound (127,144) - - (127,144) Taiwan Dollar - 3,263,718 - 3,263,718 Thailand Baht - 3,714,432 - 3,714,432 (163,749) 37,819,015 - 37,655,266

Blackfriars Oriental Focus Fund

Monetary Non-monetary Hedging Net Currency US$ US$ US$ US$ Euro (33,654) - - (33,654) Hong Kong Dollar - 8,045,304 - 8,045,304 Indian Rupee - 5,607,246 - 5,607,246 Malaysian Ringgit 23,469 4,870,759 - 4,894,228 Philippines Peso 3,748 2,797,349 - 2,801,097 South Korean Won - 4,007,985 - 4,007,985 Sterling Pound 3,984 - - 3,984 Taiwan Dollar - 4,934,342 - 4,934,342 Thailand Baht - 5,562,990 - 5,562,990 (2,453) 35,825,975 - 35,823,522 The tables above do not incorporate share class hedging. Sensitivity Analysis At 31 December 2015, had the Euro strengthened by 5% in relation to all currencies, with all other variables held constant, net assets attributable to participating shareholders and the change in net assets attributable to participating shareholders per the Statement of Comprehensive Income would have decreased by the amount shown below. The analysis is performed on the same basis for 31 December 2014.

Sub-Fund Name 31 December 2015 31 December 2014 5% movement (US$) 5% movement (US$)Blackfriars Asian Focus Fund 1,355,676 1,882,763Blackfriars Oriental Focus Fund 1,240,512 1,791,176 A 5% weakening of the Euro would have resulted in an equal but opposite effect on the above financial statement amounts to the amounts shown above on the basis that all other variables remain constant.



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12. Financial instruments and associated risks (continued)

Credit Risk The Company takes on a very limited exposure to credit risk, which is the risk that a debtor or investor will be unable to pay amounts in full when due.

All transactions in listed securities are settled/paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities on a settled trade is simultaneous with the custodian receiving payment. Payment is made on a purchase simultaneous to the securities having been received by the Custodian. The sub-funds’ exposure to credit risk at 31 December 2015 is considered to be immaterial as credit risk itself lies in the cash and receivable balances. These balances can be seen in the Statement of Financial Position.

All of the Company’s assets including cash are held with RBC Investor Services Bank S.A., Dublin Branch, a reputable international bank. Cash is held on a segrated basis at Custodian. As all cash is held in one place there is a risk if RBC Investor Services Bank S.A., Dublin Branch were to default. It is expected that all cash held with the custodian will be clearly identified as being assets of the Company, and hence the Company should not be exposed to credit risk with respect to such parties. However, it may not always be possible to achieve segregation, and there may be practical or timing problems associated with enforcing the Company’s rights to its assets in the case of an insolvency of any such party. This is not considered to be a material or likely risk by the Directors.

Credit risk is monitored and minimised by only dealing with reputable counterparties and pre-approving counterparties prior to transacting with them. Liquidity Risk The Company is exposed to daily cash redemptions of redeemable shares. As a result it invests the majority of its assets in investments that are traded in an active market and can be readily disposed of in the event of redemptions. The Company’s listed securities are considered readily realisable as they are listed on recognised markets detailed in the Prospectus and Memorandum and Articles of Association.

The number of shares redeemed on any dealing day can be limited to ten per cent of the total number of shares in issue. In the event that the redemption exceeds ten per cent the excess shares over ten per cent will be redeemed on subsequent dealing days.

As at 31 December 2015, there was none and two shareholders that held over 10% of the total issued shares of Blackfriars Asian Focus Fund and Oriental Focus Fund respectively.

As at 31 December 2014, there was one and four shareholders that held over 10% of the total issued shares of Blackfriars Asian Focus Fund and Oriental Focus Fund respectively.

All liabilities can be closed in a one month period and are repayable on demand.

Liquidity risk associated with redemptions is measured and reviewed by both the sub-fund Managers and Marketing team of the Investment Manager who actively monitor all subscription and redemption activity. Financial Derivative Instruments The Company uses the commitment approach to calculate the sub-fund’s global exposure.



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13. Exchange rates

The following exchange rates were used to translate assets and liabilities into the functional and presentational currency (United States Dollar) at 31 December 2015, with comparatives as at 31 December 2014.

31 December 2015 31 December 2014 Chinese Renminbi Yuan 6.4936 6.2061 Euro 0.9172 0.8227 Hong Kong Dollar 7.7508 7.7554 Indian Rupee 66.1551 63.2188 Indonesian Rupiah 13,787.3983 12,385.0052 Japanese Yen 120.3550 119.5900 Malaysian Ringgit 4.2935 3.4993 Philippines Pesos 46.8626 31.6350 Singapore Dollar 1.4128 1.3208 South Korean Won 1,176.4706 1,088.5302 Sterling Pound 0.6746 0.6421 Taiwan Dollar 32.8764 31.6350 Thai Baht 36.0399 32.9425

14. Commission sharing arrangements

The Investment Manager, as part of providing investment management services to the Company, may from time to time enter into arrangements with counterparties, under which the counterparty will provide independent external research services that will assist in the management of the sub-funds. The usefulness of external research is monitored constantly and the level of commission to counterparties for the provision of research is formally assessed on a regular basis. Therefore, the Company may execute trades through counterparties that provide research or that will pay away a part of the transaction commission for the purchase of qualifying research or execution services. Any transactions conducted under these arrangements are done so keeping the Shareholders' best interests in mind and on a best execution basis as required by the Central Bank and the Financial Conduct Authority in the United Kingdom (the “FCA”). Further information on the Investment Manager's policy in relation to commission sharing arrangements is available upon request from the Investment Manager.



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15. Share capital

2015 2014 Authorised: Shares Shares 30,000 Management shares of par value €1.25 each 30,000 30,000 500,000,000 Redeemable participating shares of no par value 500,000,000 500,000,000 Issued:

All but 2 of the management shares have been redeemed.

Movement in redeemable participating shares for the financial years ended 31 December 2015 and 2014 are shown below: Blackfriars Asian Focus Fund

2015 2015 2015 2014 2014 2014 Shares Shares Shares Shares Shares Shares US Dollar Euro Sterling US Dollar Euro Sterling

Class A shares Opening shares 68,691 30,264 233,861 98,101 35,423 446,660 Subscription of shares 1,282 4,808 2,025 8,126 364 2,345 Redemption of shares (4,657) (19,803) (47,132) (37,536) (5,523) (215,144) Closing shares 65,316 15,269 188,754 68,691 30,264 233,861

Class B shares Opening shares 225,069 4,074 391,082 287,498 35,432 421,220 Subscription of shares 2,766 - 4,779 38,279 1,014 138,600 Redemption of shares (62,761) - (117,551) (100,708) (32,372) (168,738) Closing shares 165,074 4,074 278,310 225,069 4,074 391,082



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15. Share capital (continued)

Blackfriars Oriental Focus Fund 2015 2015 2015 2014 2014 2014

Shares Shares Shares Shares Shares Shares US Dollar Euro Sterling US Dollar Euro Sterling

Class A shares Opening shares 34,233 117,016 51,382 32,876 138,817 67,722 Subscription of shares 114 1,238 1,300 6,324 4,301 1,046 Redemption of shares (6,961) (46,216) (28,964) (4,967) (26,102) (17,386) Closing shares 27,386 72,038 23,718 34,233 117,016 51,382

Class B shares Opening shares 679,897 167,818 195,530 717,706 225,851 226,956 Subscription of shares 5,630 3,155 2,509 108,174 3,457 4,549 Redemption of shares (13,845) (115,954) (9,087) (145,983) (61,490) (35,975) Closing shares 671,682 55,019 188,952 679,897 167,818 195,530 Redeemable participating shares

Dollar Shares, Sterling Shares and Euro Shares may be purchased on each Dealing Day at prices in U.S. Dollars, Pounds Sterling and Euro respectively. The minimum initial investment in any Class A Shares or Class B Shares is U.S.$10,000 (or its equivalent in Sterling for the A Sterling Shares and Euro for the A Euro Shares). The minimum additional investment in any Class A or Class B Shares is U.S.$2,500 (or its equivalent in Sterling for the A Sterling Shares and Euro for the A Euro Shares). The minimum residual holding following a redemption of Shares prescribed by the Directors for any Class A Shares or Class B Shares is a value of U.S.$5,000 (or its equivalent in Sterling for the A Sterling Shares and Euros for the A Euro Shares). The Directors may waive these minimum levels at their discretion in respect of specific applications or generally. Shares in any sub-fund are redeemable on each dealing day at a price in US Dollars for the Dollar shares, Sterling for the Sterling Shares and Euro for the Euro Shares calculated with reference to the Net Asset Value per Share of the relevant class.



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16. Related parties

In accordance with the requirements of Central Bank UCITS Regulations, all transactions carried out with the Company by the promoter, manager, trustee, investment adviser and associates/group companies (“connected parties”) must be carried out as if negotiated at arm’s length and be in the best interests of shareholders. The Directors are satisfied that there are arrangements in place to ensure that the obligations set out in the Central Bank UCITS Regulations are applied to all transactions with connected parties and transactions with connected parties entered into during the financial year complied with the obligations set out in the Central Bank UCITS Regulations.

The holdings of each of the Directors are disclosed in the Directors’ Report. Fees paid/payable to the Directors and the Investment Manager are included in the Statement of Comprehensive Income and Directors interests are included in the Directors’ report.

Thomas Waring and Gariesh Sharma have been appointed as an alternative Director and a Director respectively to the Company. Thomas Waring is a Director and Chief Executive Officer of Blackfriars Asset Management Limited, and Gariesh Sharma is a Director of Blackfriars Asset Management Limited. Blackfriars Asset Management Limited has been engaged to provide investment management services to the Company.

Mike Kirby and Cormac Byrne are Directors of KB Associates, which has been engaged to provide UCITS consulting, MLRO and VAT reporting services to the Company. Mike Kirby resigned as Director of the Company effective on 23 September 2015. Cormac Byrne was appointed as Director effective on 23 September 2015. During the financial year, fees paid to KB Associates amounted to €54,060 (31 December 2014: €47,532). As at 31 December 2015 and 31 December 2014, there was one shareholder that held over 20% of the total issued shares of the Blackfriars Oriental Focus Fund. This shareholder is a company of which Thomas Waring is a Director. Thomas Waring is also a Director of Blackfriars Developing Markets Funds plc.

17. Net Asset Value attributable to Classes

Blackfriars Asian Focus Fund

2015

NAV NAV Per

Share 2014 NAV

NAV Per Share

2013 NAV

NAV Per Share

US$ Class A $1,609,441 $24.64 $1,823,110 $26.54 $2,731,847 $27.85 US$ Class B $4,418,001 $26.76 $6,449,385 $28.66 $8,592,540 $29.89 € Class A €380,301 €24.91 €728,187 €24.06 €789,441 €22.29 € Class B €106,398 €26.12 €102,178 €25.08 €817,845 €23.08 £ Class A £5,573,672 £29.53 £7,083,057 £30.27 £13,372,700 £29.94 £ Class B £8,942,338 £32.13 £12,812,999 £32.75 £13,548,700 £32.17

Blackfriars Oriental Focus Fund 2015

NAV NAV Per

Share 2014 NAV

NAV Per Share

2013 NAV

NAV Per Share

US$ Class A $532,719 $19.45 $789,248 $23.06 $732,183 $22.27 US$ Class B $14,098,289 $20.99 $16,812,544 $24.73 $17,041,278 $23.74 € Class A €1,573,128 €21.84 €2,716,510 €23.21 €2,747,834 €19.79 € Class B €1,303,099 €23.68 €4,200,490 €25.03 €4,791,579 €21.22 £ Class A £618,408 £26.07 £1,511,381 £29.41 £1,813,448 £26.78 £ Class B £5,285,625 £27.97 £6,133,746 £31.37 £6,442,626 £28.39



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18. Segregated liability The Company has converted itself to an umbrella fund with segregated liability between funds. As a result, as a matter of Irish law, any liability attributable to a particular sub-fund may only be discharged out of the assets of that sub-fund and the assets of other sub-funds may not be used to satisfy the liability of that sub-fund. However, the Company may operate or have creditors in countries other than Ireland which may not recognise segregation between sub-funds and there is no guarantee that creditors of one sub-fund will not seek to enforce one of the sub-fund’s obligations against another sub-fund. The Directors confirm that they are not aware of any such existing or potential liability.

19. Significant events during the financial year

On 31 January 2015, HSBC Securities Services (Ireland) Limited and HSBC Institutional Trust Services (Ireland) Limited resigned as the Administrator and the Custodian to the Company respectively.

Effective 31 January 2015 RBC Investor Services Ireland Limited and RBC Investor Services Bank S.A., Dublin Branch became the Administrator and the Custodian to the Company respectively.

Mr Mike Kirby resigned as Director of the Company effective on 23 September 2015. Mr Cormac Byrne was appointed as non-executive Director effective on 23 September 2015.

20. Event since the financial year end

There were no significant events since the financial year end. 21. Material changes to Prospectus

The Prospectus and the supplements for the Blackfriars Oriental Focus Fund, Blackfriars Asian Focus Fund and Blackfriars Developing Markets Focus were updated on 2 February 2015. The supplement for the Blackfriars Developing Markets Focus Fund was updated again in March 2015.

22. Approval of the financial statements

The financial statements were approved by the Board of Directors on 26 April 2016.


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SCHEDULE OF INVESTMENTS AS AT 31 DECEMBER 2015

Holding Financial Assets at Fair Value through Profit or Loss Fair Value % of US$ NAV

Listed equities Hong Kong/China

150,000 Cathay Pacific Airways 259,715 0.93 475,000 Minth Group 943,775 3.36 380,000 Samsonite International 1,142,334 4.07 129,000 Sands China 441,884 1.57 576,500 Sun Art Retail Group 435,120 1.55 92,000 Tsingtao Brewery 416,628 1.48

570,000 Want Want China Holdings 424,330 1.51 4,063,786 14.47 India

35,000 Housing Development Finance 668,600 2.38 188,494 ITC 933,992 3.33

3,632 Nestle India 319,964 1.14 151,977 Zee Entertainment Enterprises 1,004,487 3.58

2,927,043 10.43 Japan

20,000 Denso 966,806 3.44 195,000 Hitachi 1,120,373 3.99 175,000 Mitsubishi UFJ Financial Group 1,100,847 3.92 160,000 Mitsubishi UFJ Lease & Finance 834,863 2.97 11,000 Nidec 807,669 2.88 35,000 Nomura Real Estate 655,768 2.34 25,000 Seven & I 1,152,839 4.11 60,000 Sony 1,496,572 5.33 30,000 Sumitomo Mitsui Financial Group 1,148,103 4.09

115,000 Toray Industries 1,079,722 3.85

10,363,562 36.92

The accompanying notes are an integral part of the financial statements


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SCHEDULE OF INVESTMENTS (CONTINUED)

AS AT 31 DECEMBER 2015


Listed equities (continued) Malaysia

325,000 Globetronics Technology 492,023 1.75 1,000,000 IJM Corp Bhd 787,236 2.80

1,279,259 4.55 Philippines

48,300 Ayala 779,189 2.78 1,250,000 Ayala Land 918,911 3.27

1,698,100 6.05 South Korea

29,200 KT Corp 701,165 2.50 1,045 Samsung Electronics 1,119,195 3.99

13,300 Shinhan Financial Group 447,113 1.59

2,267,473 8.08 Taiwan

203,000 Taiwan Semiconductor Manufacturing 882,975 3.15 535,259 Uni-President Enterprises 893,825 3.18 11,000 Hermes Microvision 399,831 1.42

2,176,631 7.75 Thailand 2,540,000 BTS Group Holdings 641,344 2.28 2,700,000 Land & Houses 707,966 2.52

100,000 Siam City Cement 885,129 3.15

2,234,439 7.95 Total equities* 27,010,293 96.20



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SCHEDULE OF INVESTMENTS (CONTINUED)

AS AT 31 DECEMBER 2015


Total financial assets at fair value through profit or loss* 27,010,293 96.20 Cash and other net assets 1,067,034 3.80

Net assets attributable to holders of redeemable participating shares 28,077,327 100.00 % of Total Analysis of Total Assets Assets * Transferable securities admitted to an official stock exchange listing or dealt in on another regulated market 27,010,293 95.78 Cash and other assets 1,190,341 4.22

28,200,634 100.00



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SCHEDULE OF INVESTMENTS AS AT 31 DECEMBER 2015


Listed equities Hong Kong/China

300,000 Cathay Pacific Airways 519,430 1.96 590,000 Minth Group 1,172,267 4.42 540,100 Samsonite International 1,623,618 6.12 244,000 Sands China 835,811 3.15

1,094,000 Sun Art Retail Group 825,709 3.11 152,000 Tsingtao Brewery 688,342 2.60

1,073,000 Want Want China Holdings 798,784 3.01 6,463,961 24.37 India

49,062 Housing Development Finance 937,224 3.53 248,566 ITC 1,231,650 4.64

6,264 Nestle India 551,834 2.08 200,000 Zee Entertainment Enterprises 1,321,894 4.99

4,042,602 15.24 Malaysia

510,000 Globetronics Technology 772,097 2.91 1,475,900 IJM Corp Bhd 1,161,881 4.38

1,933,978 7.29 Philippines

66,680 Ayala 1,075,700 4.06 1,780,000 Ayala Land 1,308,527 4.93

2,384,227 8.99



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SCHEDULE OF INVESTMENTS (CONTINUED) AS AT 31 DECEMBER 2015


Listed equities (continued) South Korea

41,000 KT Corp 984,512 3.72 1,443 Samsung Electronics 1,545,453 5.83

24,300 Shinhan Financial Group 816,906 3.08

3,346,871 12.63 Taiwan

270,000 Taiwan Semiconductor Manufacturing 1,174,401 4.43 686,821 Uni-President Enterprises 1,146,918 4.32 18,000 Hermes Microvision 654,271 2.47

2,975,590 11.22 Thailand 4,325,000 BTS Group Holdings 1,092,053 4.12 4,051,200 Land & Houses 1,062,262 4.01

167,500 Siam City Cement 1,482,590 5.59

3,636,905 13.72

Total equities* 24,784,134 93.46 Total financial assets at fair value through profit or loss* 24,784,134 93.46 Cash and other net assets 1,735,113 6.54 Net assets attributable to holders of redeemable participating shares 26,519,247 100.00 % of Total Analysis of Total Assets Assets * Transferable securities admitted to an official stock exchange listing or dealt in on another regulated market 24,784,134 93.15 Cash and other assets 1,822,795 6.85

26,606,929 100.00



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SCHEDULE OF CHANGES IN INVESTMENTS (UNAUDITED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015

Financial Assets at Fair Value through Profit or Loss Purchased Sold AEON Financial Service - (22,000) Astra International Tbk PT 960,000 (960,000) Ayala - (4,300) Ayala Land - (190,000) BTS Group Holdings - (370,000) Cathay Pacific Airways 150,000 - Denso 20,000 - Globetronics Technology 325,000 - GS Retail - (37,400) Hermes Microvision 11,000 - Hitachi 35,000 - Hiwin Technologies Corp 60,000 (60,000) Hyundai Motor - (3,740) IJM Corp Bhd 1,000,000 - IJM Land Bhd - (1,000,000) ITC - (60,500) Keyence - (3,000) KT Corp 29,200 - Lafarge Malayan Cement - (364,000) Malayan Banking - (261,600) MediaTek - (50,000) Minth Group - (100,000) Mitsubishi UFJ Financial Group - (125,000) Mitsubishi UFJ Lease & Finance - (100,000) Nestle India - (2,800) Nidec - (6,000) Nomura Real Estate - (50,000) PACE Development Corp PCL - (6,850,000) Samsonite International - (20,000) Sands China 129,000 - Seven & I - (15,000) Shinhan Financial Group 13,300 - Siam City Cement 111,000 (11,000) Siam City Cement PCL - (111,000) Sumitomo Mitsui Financial Group - (20,000) Sun Art Retail Group - (260,000) Taiwan Semiconductor Manufacturing - (182,000) Tenaga Nasional Bhd - (160,000) Toray Industries 30,000 - Tsingtao Brewery 12,000 - Uni-President Enterprises 20,586 - Want Want China Holdings - (560,000) Yuuzoo Corp 2,000,000 (2,000,000) Zee Entertainment Enterprises - (56,000)


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SCHEDULE OF CHANGES IN INVESTMENTS (UNAUDITED) FOR THE FINANCIAL ENDED 31 DECEMBER 2015

Financial Assets at Fair Value through Profit or Loss Purchased Sold

Astra International Tbk PT 1,250,000 (1,250,000) Ayala - (9,000) Ayala Land - (382,500) Cathay Pacific Airways 300,000 - Globetronics Technology 510,000 - GS Retail - (54,062) Hermes Microvision 18,000 - Hiwin Technologies Corp 131,000 (131,000) Housing Development Finance - (5,000) Hyundai Motor - (5,730) IJM Corp Bhd 1,475,900 - IJM Land Bhd - (1,475,900) ITC - (85,000) KT Corp 41,000 - Lafarge Malayan Cement - (527,100) Malayan Banking - (389,200) MediaTek - (77,000) Minth Group - (230,000) Nestle India - (3,000) PACE Development Corp PCL - (10,163,700) Samsonite International - (115,000) Samsung Electronics - (70) Sands China 244,000 - Shinhan Financial Group 24,300 - Sun Art Retail Group 125,000 (220,000) Taiwan Semiconductor Manufacturing - (296,000) Tenaga Nasional Bhd - (245,400) Tsingtao Brewery 22,000 - Uni-President Enterprises 29,493 (153,000) Want Want China Holdings - (700,000) Yuuzoo Corp 2,600,000 (2,600,000) Zee Entertainment Enterprises - (97,128)

Documents

Blackfriars Annual 31.12...DIRECTORS’ REPORT (CONTINUED) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015 4 Statement of Directors' Responsibilities The Directors are responsible for