AHC USA has established the Endowment Fund Committee (the “Committee”) as an advisory committee or subcommittee of AHC USA to oversee the management of the Fund maintained in accordance with the terms of this Charter.

Responsibilities of the Committee

The Committee, under the leadership of the Chairperson, is responsible for:

• Reviewing all matters relating to the financial status of the Fund and making recommendations as appropriate;
• Reviewing the Fund’s investments and providing investment recommendations to the Investment Advisor;
• Review the performance of and fees charged by the Investment Advisor, at least annually, and recommend any changes to the management of the Fund to the AHC USA Board of Directors;
• Provide financial reports to the AHC Board of Directors no less than twice annually, coinciding with the AHC Board of directors meeting schedule where possible;
• Deciding annually in the fourth quarter of each calendar year what portion of the Fund’s income is allocated to AHC to meet its day-to-day operations / special projects and what portion is kept and added to the principal balance of the Fund;
• Provide recommendations to AHC USA Board of Directors regarding any changes and/ or amendments to this Charter; and
• Participating in fundraising and development activities to increase the principle of the Fund subject to this Charter.

Composition of the Committee

The Committee will consist of five members (the “Members”):

• The chairman of AHC’s Finance, Audit and Risk Committee (Lawrence Tsang)
• A member from the Board of Directors of AHC USA (John Canan)

• The former CEO of AHC (Claudia Turner)

• An independent member of AHC’s Board of Directors who has a financial background;(Rob Gazzi) and
• An independent donor, or representative (initially Paul Bamatter, but may change to another large donor at a later time)

The Chairperson of the Committee will be selected by majority of these five Members

• There are no term limits for any person serving on the Committee. If an individual is no longer able or willing to participate on the Committee a replacement person will be nominated by the departing person to fill the vacancy.
• Members are all volunteers, and no compensation of any sort is paid to any Members.

Meetings

The Committee will meet at least twice per year and more often if required. Notice of meetings must be given to all Committee members at the same time and in the manner required for such meetings. A majority of the Committee members constitute a quorum for the transaction of business. An affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present is required for any action to be taken by the Committee members. An affirmative vote of a super majority (80% or greater) of the Committee members present at any meeting at which a quorum is present and is required for i) amending or repealing  this Charter, ii) dissolution of the Fund, iii) sending  a portion of the principal of the Fund to AHC as a result of extraordinary circumstances such as, but not limited to, natural disasters, a pandemic,  a dramatic shortfall in donations due to geo political events, etc, iv) change of the Chairperson. Committee members may participate in a meeting in person or by electronic means including phone, MS Teams, Zoom, WhatsApp, Facetime, and other similar methods. Participating in a meeting by such means constitutes presence in person at the meeting.

Minutes must be kept of each Committee meeting and filed with the AHC USA Board of Directors. Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if a unanimous written consent setting forth the action so taken is signed by all the member of the Committee and filed with the minutes of the meeting and with the AHC USA Board.

Conflicts of Interest

The members of the Committee shall comply with the terms of AHC’s Conflict of Interest policy when discussing and voting on matters before the Committee.

Investment of the Fund

The investment objectives of the Fund are the following: Firstly, the conservation of principal; Secondly, the growth of principal to offset inflation; and Thirdly to generate adequate returns that will enable the Fund in future years to contribute annually to help fund AHC strategic initiatives / special projects.

The Fund will be held in a separate investment account in the United States in the name of AHC USA and all expenses incurred by the Fund, such as Investment Advisor fees, if any, bank fees, etc will be borne by the Fund.

Standard of Conduct

The Funds must be managed and invested in conformity with the following standards:

• Each person responsible for managing and investing the Fund shall manage and invest the Fund assets in good faith and with care that an ordinary prudent person in a like position would exercise under similar circumstances;
• Each Member who has special investment management skills or expertise or is selected in reliance upon the Member’s representation that the Member has such specific skills or expertise, has a duty to use those skills or that expertise in an appropriate manner in managing and investing the Fund;
• In managing and investing the Fund, the Committee may only incur such costs that are appropriate and reasonable in relation to the assets and purpose of the Fund;
• AHC USA Board or Directors shall make a reasonable effort to verify facts relevant to the management and investment of the Fund;
• The Committee and each person with delegated responsibilities will consider the following factors in managing or investing the Fund, as appropriate;
  • General economic condition
  • The possible effect of inflation or deflation
  • The impact of changing interest rates and currency fluctuations
  • The expected tax consequences, if any
  • The role that each investment or course of actions plays within the overall investment portfolio of the Fund.
• Management and investment decisions about an individual asset must not be made in isolation but rather in the context of the portfolio of investments as a whole and as part of an overall investment strategy having risk and return objectives reasonable suited to the Fund.

Delegation of Responsibilities

At the discretion of the Committee, the Committee may, but is not required to, delegate to an external agent (“Investment Advisor”) the management and investment of the Fund assets to the extent that the Committee could prudently delegate under the circumstances. When delegating the responsibilities to an Investment Advisor, the Committee shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:

• Selecting an Investment Advisor.
• Establishing the scope and terms of the delegation to the Investment Advisor consistent with this Charter and establishing appropriate level of fees.
• Periodically review the Investment Advisor actions in order to monitor their performance and fees charges and compliance with the scope and terms of the delegation and, if appropriate, recommend a change in the Investment Advisor.

If such delegation is done in conformity with the provisions of this Charter and applicable law neither the Committee or its Members or AHC USA are liable for the decisions or actions of an Investment Advisor to which the function was properly delegated.

Financials

All donations specifically earmark for the Fund will be kept in a separate investment account, based in United States of America at Morgan Stanley E*Trade. The investment account, will be managed by the Committee based on this Charter. The assets and income of the Fund belong to AHC USA.

Dissolution

In the case of dissolution of the Fund and the cancellation of this Charter, all remaining assets in the Fund, net of settling any remaining liabilities, will be returned to AHC in Cambodia or Hong Kong

Certification

I hereby certify that this Endowment Fund and Charter was adopted by the Board of Directors of AHC on xx, 2026.

Sambath Soum

Chairman of the Board of Directors of AHC