SUPPLEMENTAL MASTER PROSPECTUS IN RESPECT OF HWANG AIIMAN GROWTH FUND AND HWANG AIIMAN INCOME PLUS FUND

Transcription

1 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER SUPPLEMENTAL MASTER PROSPECTUS IN RESPECT OF HWANG AIIMAN GROWTH FUND AND HWANG AIIMAN INCOME PLUS FUND This Supplemental Master Prospectus is dated 21 March 2012 and expires on 7 October 2012 which coincides with the date of expiry of the Master Prospectus dated 8 October 2011 relating to the HwangDBS AIIMAN Growth Fund and HwangDBS AIIMAN Income Plus Fund. Manager Hwang Investment Management Berhad ( T) (formerly known as HwangDBS Investment Management Berhad) Trustee HSBC (Malaysia) Trustee Berhad (1281-T) INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS SUPPLEMENTAL MASTER PROSPECTUS AND THE MASTER PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

2 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER RESPONSIBILITY STATEMENTS This Supplemental Master Prospectus has been reviewed and approved by the directors of Hwang Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad) and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable inquiries, they confirm to the best of their knowledge and belief that there are no false or misleading statements, or omission of other facts which would make any statement in this Supplemental Master Prospectus false or misleading. STATEMENTS OF DISCLAIMER The Securities Commission Malaysia has approved the issue of, offer for subscription or purchase, or issue an invitation to subscribe for or purchase Units of the Funds and a copy of this Supplemental Master Prospectus has been registered with the Securities Commission Malaysia. The approval, and registration of this Supplemental Master Prospectus and the Master Prospectus should not be taken to indicate that the Securities Commission Malaysia recommends the Funds or assumes responsibility for the correctness of any statement made or opinion or report expressed in this Supplemental Master Prospectus or the Master Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of Hwang Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad), the management company responsible for the Funds, and takes no responsibility for the contents of this Supplemental Master Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this Supplemental Master Prospectus and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT THEIR PROFESSIONAL ADVISERS IMMEDIATELY. Additional Statements No Units will be issued or sold on the basis of this Supplemental Master Prospectus after the expiry date of the Master Prospectus which is 7 October Investors are advised to note that recourse for false or misleading statements or acts made in connection with this Supplemental Master Prospectus is directly available through sections 248, 249 and 357 of the Capital Markets and Services Act The Funds have been certified as being Shariah-compliant by the Shariah Adviser appointed for the Funds. This Supplemental Master Prospectus is not intended to and will not be issued and distributed in any country or jurisdiction other than in Malaysia ( Foreign Jurisdiction ). Consequently, no representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction. Accordingly, no offer or invitation to subscribe or purchase Units in the Funds to which this Supplemental Master Prospectus relates may be made in any Foreign Jurisdiction or under any circumstances where such action is unauthorised. i

3 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Unless otherwise provided in this Supplemental Master Prospectus dated 21 March 2012 ( the Supplemental Master Prospectus), all the capitalized terms used herein shall have the same meanings as ascribed to them in the Master Prospectus dated 8 October 2011 ( the Master Prospectus ). EXPLANATORY NOTE This Supplemental Master Prospectus has been issued to inform investors of the following: The name of the Manager has been changed to HWANG INVESTMENT MANAGEMENT BERHAD with effect from 18 January Consequent upon the aforesaid change of the name of the Manager, the names of the Funds which are the subjects of the Master Prospectus have been changed as follows: NAMES OF THE FUNDS IN THE MASTER PROSPECTUS HwangDBS AIIMAN Growth Fund HwangDBS AIIMAN Income Plus Fund NEW NAMES OF THE FUNDS Hwang AIIMAN Growth Fund Hwang AIIMAN Income Plus Fund Ms. Ho Nyuk Choo Deborah Joanne, one of the non-independent directors of the Manager and Mr. Chan Kum Kong as an alternate director to Ms. Ho Nyuk Choo Deborah Joanne have been replaced by Mr. Blair Chilton Pickerell as a director and Ms. Eleanor Seet Oon Hui as an alternate director to Mr. Blair Chilton Pickerell. To provide certain amendments to the mode of distribution under the sub-heading Cash Payment Process which can be found under the Distribution Strategy and Reinvestment Policy section of Chapter 6 of the Master Prospectus. To amend the Manager s website address ( and address (customercare@hdbsim.com.my) and replacing them with and customercare@hwangim.com. Pursuant to a corporate restructuring exercise, DBS Asset Management Limited, one of the substantial shareholders of the Manager has changed its name to NIKKO ASSET MANAGEMENT ASIA LIMITED with effect from 17 October Accordingly, certain changes have been made to the disclosure of the corporate profile of the Manager to reflect this change. As DBS Asset Management Limited is one of the shareholders of the Funds External Fund Manager, Asian Islamic Investment Management Sdn Bhd, certain changes have been made to the disclosure of the corporate profile of the External Fund Manager to reflect the aforesaid corporate restructuring exercise. To provide certain changes to the key personnel of the Manager as contained in this Supplemental Master Prospectus. A. GENERAL AMENDMENTS The name of the Manager, HWANGDBS INVESTMENT MANAGEMENT BERHAD or HWANGDBS IM, wherever it appears in the Master Prospectus, is hereby amended to HWANG INVESTMENT MANAGEMENT BERHAD or HWANGIM. The names of the Funds which are the subjects of the Master Prospectus are hereby amended as follows: 1

4 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER NAMES OF THE FUNDS IN THE MASTER PROSPECTUS HwangDBS AIIMAN Growth Fund HwangDBS AIIMAN Income Plus Fund NEW NAMES OF THE FUNDS Hwang AIIMAN Growth Fund Hwang AIIMAN Income Plus Fund B. CHAPTER 1 CORPORATE DIRECTORY Page 1 Board of Directors of the Manager The names of the directors Ms. Ho Nyuk Choo Deborah Joanne (Non-Independent Director) and Mr. Chan Kum Kong (Alternate to Ms. Ho Nyuk Choo Deborah Joanne) are hereby deleted and replaced by the following: Mr. Blair Chilton Pickerell (Non-independent Director) Ms. Eleanor Seet Oon Hui (Alternate Director to Mr. Blair Chilton Pickerell) C. CHAPTER 2 GLOSSARY Page 4 definition of AGF The definition of AGF is hereby deleted and replaced by the following: AGF Refers to Hwang AIIMAN Growth Fund Page 4 definition of AIPF The definition of AIPF is hereby deleted and replaced by the following: AIPF Refers to the Hwang AIIMAN Income Plus Fund Pages 4-5 definition of the Deed(s) The definition of the Deed(s) is hereby deleted and replaced by the following: the Deed(s) The Deeds and Supplemental Deeds relating to the respective Funds entered into between the Manager and the Trustee: AGF The Deed dated 3 October 2002, as amended by the First Supplemental Deed dated 29 December 2005, the Second Supplemental Deed dated 18 June 2007, the Third Supplemental Deed dated 23 September 2008, the Fourth Supplemental Deed dated 20 November 2008 and the Fifth Supplemental Deed dated 18 January 2012; and/or AIPF The Deed dated 5 May 2004, as amended by the First 2

5 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Supplemental Deed dated 29 December 2005, the Second Supplemental Deed dated 18 June 2007, the Third Supplemental Deed dated 23 September 2008, the Fourth Supplemental Deed dated 20 November 2008, the Fifth Supplemental Deed dated 26 March 2010 and the Sixth Supplemental Deed dated 18 January A Deed or Deed where the context appears, shall refer to any one of the Deeds. Page 5 definition of the Funds The definition of the Funds is hereby deleted and replaced by the following: the Funds Refer to the Hwang AIIMAN Growth Fund and Hwang AIIMAN Income Plus Fund Page 5 definition of Management Company or The Manager or HwangDBS IM The definition of Management Company or The Manager or HwangDBS IM is hereby deleted and replaced by the following: Management Company or the Manager or HwangIM Refers to Hwang Investment Management Berhad D. CHAPTER 3 KEY DATA Page 15 Distribution Strategy & Reinvestment Policy The write-up under the heading Distribution Strategy & Reinvestment Policy is hereby deleted and replaced by the following: Hwang AIIMAN Growth Fund (AGF) Distribution Strategy & Reinvestment Policy Distribution Strategy & Reinvestment Policy As the Fund s objective is to achieve medium to longterm capital appreciation, the Fund is not expected to make regular distribution. However, incidental distribution may be declared whenever is appropriate. Hwang AIIMAN Income Plus Fund (AIPF) Subject to the availability of income, the Fund will distribute income on an annual basis. Unit holders are given the option to receive the distribution in the form of cash or additional Units. Unit Holders may, when filing up the application form for the purchase of Units, elect the mode of distributions in cash payment or additional Units by way of reinvestment, by simply ticking the appropriate column in the application form. Unit Holders may also inform the Manager, at any time before the distribution date of the Unit Holders wish of receiving cash payment or additional Units via reinvestment. All distribution will be automatically reinvested into additional units in the Funds if Unit Holders did not elect the mode of distributions in the application form. 3

6 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Distribution, which is less than or equal to the amount of RM would be automatically reinvested on behalf of the Unit Holders based on the NAV of the income payment date which is two (2) Business Days after the income distribution date. Where a person ceases to be a Unit Holder after an income distribution is declared but before the distribution date, and therefore still entitled to the income distribution, that person shall be paid by cheque notwithstanding that that person had made a prior election to receive additional Units via reinvestment. Reinvestment Policy Where a Unit Holder elects to receive income distribution by way of reinvestment, the Manager shall create Units for the Unit Holder based on the NAV of the income payment date which is two (2) Business Days after the income distribution date. There will not be any additional cost to you for reinvestment in new additional Units. Cash Payment Process Unit Holders electing to receive income distribution by way of cash payment shall be paid via cheque, and shall receive the cheque by mail seven (7) Business Days after the income distribution date, which will be sent to the address stated in the Fund s register of Unit Holders. Where Units are held jointly, the cheque shall be issued in the name of the principal Unit Holder. The principal Unit Holder is the one who is first named in the Fund s register of Unit Holders. A cheque which is not presented after six (6) months from the date of its issuance will be reinvested on behalf of the Unit Holder based on the NAV per Unit immediately after the six (6) months period. (for further information, please refer to page 63 of the Master Prospectus) *For EPF investors, any income distributions paid by the AGF will be considered as EPF savings and automatically reinvested in the form of additional Units for the investors. *Please note that this is not applicable to AIPF, as AIPF is not under EPF Members Investment Scheme. **for further information, kindly refer to section 6.4 of the Master Prospectus. Page 16 Other Information The write-up under the heading Designated fund managers for the External Fund Manager is hereby deleted and replaced by the following: Other Information Designated fund managers for the External Fund Manager Hwang AIIMAN Growth Fund (AGF) Akmal Hassan Hwang AIIMAN Income Plus Fund (AIPF) Fariza binti Ali 4

7 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Page 16 Other Information The write-up under the heading Deed(s) that govern the Funds is hereby deleted and replaced by the following: Other Information Deed(s) that govern the Funds Hwang AIIMAN Growth Fund (AGF) The Deed dated 3 October 2002, as amended by the First Supplemental Deed dated 29 December 2005, the Second Supplemental Deed dated 18 June 2007, the Third Supplemental Deed dated 23 September 2008, the Fourth Supplemental Deed dated 20 November 2008 and the Fifth Supplemental Deed dated 18 January Hwang AIIMAN Income Plus Fund (AIPF) The Deed dated 5 May 2004, as amended by the First Supplemental Deed dated 29 December 2005, the Second Supplemental Deed dated 18 June 2007, the Third Supplemental Deed dated 23 September 2008, the Fourth Supplemental Deed dated 20 November 2008, the Fifth Supplemental Deed dated 26 March 2010 and the Sixth Supplemental Deed dated 18 January E. CHAPTER 6 ADDITIONAL INFORMATION IN RELATION TO THE FUNDS Page 32 Distribution Strategy and Reinvestment Policy The write-up under the sub-heading Cash Payment Process is hereby deleted and replaced by the following: Cash Payment Process Unit Holders electing to receive income distribution by way of cash payment shall be paid via cheque, and shall receive the cheque by mail seven (7) Business Days after the income distribution date, which will be sent to the address stated in the Fund s register of Unit Holders. Where Units are held jointly, the cheque shall be issued in the name of the principal Unit Holder. The principal Unit Holder is the one who is first named in the Fund s register of Unit Holders. A cheque which is not presented after six (6) months from the date of its issuance will be reinvested on behalf of the Unit Holder based on the NAV per Unit immediately after the six (6) months period. (for further information, please refer to page 63 of the Master Prospectus) *For EPF investors, any income distributions paid by the AGF will be considered as EPF savings and automatically reinvested in the form of additional Units for the investors. *Please note that this is not applicable to AIPF, as AIPF is not under EPF Members Investment Scheme. F. CHAPTER 9 SALE AND PURCHASE OF UNITS Page 60 Sale of Units The second paragraph of the write-up under the heading Sale of Units is hereby deleted and replaced by the following: 5

8 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Investors can obtain a copy of the Master Prospectus, account opening and investment application form from any of the offices listed under Section 21 of the Master Prospectus or from any of the Manager s authorised agents. The Master Prospectus is also available at the Manager s website at The Fund s application form can be handed directly to any of the said offices, or sent by mail, together with a cheque or bank draft made payable to Hwang Investment Management Berhad. All cheques and bank drafts have to be crossed and drawn on a local bank. Bank charges, where relevant, for outstation cheques will be borne by the investors. G. CHAPTER 11 CLIENT COMMUNICATION Page 73 The Manager s Company Website The write-up under the heading The Manager s Company Website is hereby deleted and replaced by the following: (ii) The Management Company s Website Unit Holders will be able to obtain information pertaining to the Funds from the Management Company s website at The Funds daily NAV per Unit will be quoted in the website to enable Unit Holders to monitor their investments. The daily prices may be based on the information available one (1) Business Day prior to publication. Page 73 Customer Service The write-up under the heading Customer Service is hereby deleted and replaced by the following: (v) Customer Service Unit Holders can seek assistance from the Manager s customer service personnel at HwangIM s office or at any location listed in Section 21 of the Master Prospectus during the stated office hours. Alternatively, Unit Holders can communicate via the Manager s toll free number at or the Manager at customercare@hwangim.com. H. CHAPTER 12 THE MANAGEMENT COMPANY Page 74 The Management Company (The Manager) The write-up under the heading The Management Company (The Manager) is hereby deleted and replaced by the following: Background Hwang Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad) ( HwangIM ) was incorporated in Malaysia on 2 May 1997 under the Companies Act, 1965 and began operations under the name Hwang-DBS Unit Trust ( HDBSUT ) Berhad in It is supported by one of Malaysia s integrated financial services group, Hwang-DBS (M) Berhad ( HDBS ) whose principal subsidiary, HwangDBS Investment Bank Berhad has over thirty-eight (38) years of experience in the securities industry, and Nikko Asset Management Asia Limited (formerly known as DBS Asset Management Ltd) ( Nikko AM Asia ) is an independent Asian investment management franchise with its parent company Nikko Asset Management Group ( Nikko AM ) headquartered in Tokyo. 6

9 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER HwangIM is a holder of a valid and existing Capital Market Services Licence under the CMSA 2007 and has an authorised paid up capital of RM 10 million. Shareholders of HwangIM are HDBS (53%), Nikko AM Asia (30%) and Y.A.M. Tunku Dato Seri Nadzaruddin Ibni Almarhum Tuanku Ja afar (17%). HwangIM distributes its funds through their Institutional Business (IB) team, its internal retail sales team, third party agencies and through most banks in Malaysia. HwangIM s head office is located in Kuala Lumpur and has a total of five (5) main sales offices located in Peninsular and East Malaysia. They are in Penang, Ipoh, Johor Bharu, Kuching and Kota Kinabalu. Milestones As at 2 February 2012, HwangIM has in its stable a total of thirty-nine (39) funds which consist of twenty-three (23) unit trust funds and sixteen (16) wholesale funds, offering a complete and essential range of products, comprising conventional equity, balanced, bond, money market, capital guaranteed, capital protected, global, structured and feeder funds, as well as Islamic equity, Islamic money market and Islamic fixed income funds. Since 2001, HwangIM has achieved an exponential growth in its total assets under management ( AUM ). As at 2 February 2012, the total AUM, comprising in-house unit trust funds as well as corporate and discretionary portfolios stood at approximately RM12.6 billion. As at 2 February 2012, HwangIM has a staff force of one hundred and thirty seven (137), of whom, one hundred and eighteen (118) are executive staff and nineteen (19) are nonexecutive staff. Page 75 Board of Directors The names of the directors Ms. Ho Nyuk Choo Deborah Joanne (Non-Independent Director) and Mr. Chan Kum Kong (Alternate to Ms. Ho Nyuk Choo Deborah Joanne) under the heading Board of Directors are hereby deleted and replaced by the following: Mr. Blair Chilton Pickerell (Non-independent Director) Ms. Eleanor Seet Oon Hui (Alternate Director to Mr. Blair Chilton Pickerell) Pages Key Personnel of the Management Team The profile of Ms. Peggy Liew Li Choo under the heading Key Personnel of the Management Team is hereby deleted and replaced by the following: Ms. Peggy Liew Li Choo Chief Operating Officer Peggy Liew is currently the Chief Operating Officer of HwangIM. She joined HwangIM in July 2008 as Head of Operations. Peggy brings with her more than twenty (20) years of work experience in various industries, of which fifteen (15) years of her professional experience have been in the capital market industry. Prior to joining HwangIM, Peggy spent seven (7) years in Prudential Fund Management Berhad as the Head of Operations and six (6) years in HLB Unit Trust Management overseeing fund valuations, sales and office administration as well as the operational activities within the company. She holds certifications from the Association of Chartered Certified Accountant (ACCA) and Chartered Institute of Marketing (CIM). 7

10 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER The profile of Mr. Julian Christian Dermawan Head of Compliance, Risk and Legal under the heading Key Personnel of the Management Team is hereby deleted and replaced by the following: Mr. Shahrin Shaikh Mohd Chief Compliance, Risk and Legal Officer Shahrin Shaikh Mohd joined HwangIM as the Chief Compliance, Risk and Legal Officer in January 2012 and brings with him more than fifteen (15) years experience in the fund management, unit trusts and capital market regulatory framework. He is entrusted by the Board and CEO of HwangIM to supervise the overall implementation and communication of risk governance and compliance framework on top of overseeing legal matters and risk management for the company. Shahrin began his career with the Securities Commission Malaysia where he spent more than fifteen (15) years in various capacities covering various areas such as reviewing corporate proposals which includes Initial Public Offering ( IPO ), acquisitions, rights issues, unit trusts; development of policies and guidelines as well as supervision and examination of unit trusts and fund management companies. Shahrin s experience includes a one-year stint at the Capital Market Authority of Saudi Arabia as a consultant in reviewing the mutual funds regulatory framework in Saudi Arabia. Shahrin graduated with a double major in Accounting and Finance from the University of Warwick, England. Page 80 The Manager s Disclosure on Related Party Transactions and Possible Conflicts of Interest The write-up under the heading The Manager s Disclosure on Related Party Transactions and Possible Conflicts of Interest is hereby deleted and replaced by the following: Save for the transaction disclosed below, as at 2 February 2012, the Manager is not aware of any existing and/or proposed related party transactions or conflict of interest situations or other subsisting contracts of arrangements involving the Funds. Pages Conflicts of Interest The table under the heading Conflicts of Interest which contains information on whether the shareholders of the Manager have any direct or indirect interests in other corporations carrying on a similar business is hereby deleted and replaced by the following: Name of Substantial Shareholder Interest in Other Corporation Carrying on a Similar Business Nature of Business Hwang-DBS Berhad) (Malaysia) Hwang-DBS (Malaysia) Berhad, the holding company of the Manager, holds 100% equity interest in HDM Capital Management Sdn Bhd ( HCM ). HCM is a venture capital management company that is registered with the SC and its principal activities are fund management, investment advisory and related consultancy services. Hwang-DBS (Malaysia) Berhad also holds 49% equity interest in Asian AIIMAN is a Malaysia registered Islamic fund management company that 8

11 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Nikko AM Asia Islamic Investment Management Sdn Bhd ( AIIMAN ). Nikko AM Asia, a substantial shareholder of the Manager, holds 100% equity interest in Nikko Asset Management (Hong Kong) Limited ( Nikko AM HK ). had obtained the Capital Markets and Services Licence from SC. Nikko AM HK is a registered fund management company in Hong Kong. Nikko AM Asia, a substantial shareholder of the Manager, holds 100% equity interest in DBS Asset Management (US) Pte Ltd ( DBSAM US ). Nikko AM Asia, a substantial shareholder of the Manager, holds 33% equity interest in Singapore Consortium Investment Management Ltd ( SiCIM ). Nikko AM Asia, a substantial shareholder of the Manager, holds 51% equity interest in AIIMAN. DBSAM US is a registered fund management company in United States of America. SiCIM is a registered fund management company in Singapore. AIIMAN is a Malaysia registered Islamic fund management company that had obtained the Capital Markets and Services Licence from SC. Pages Conflicts of Interest The table under the heading Conflicts of Interest which contains information on whether the directors of the Manager have any direct or indirect interests in other corporations carrying on a similar business is hereby deleted and replaced by the following: Name of Director Name of Corporation or Business Nature of Interest in Shareholding (Direct/ Indirect) Nature of Interest in Directorship (Direct / Indirect) Blair Chilton Pickerell Nikko Asset Management International Limited - Director Tyndall Investment Management Limited - Director Tyndall Investment Management New Zealand Limited - Director 9

12 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Name of Director Name of Corporation or Business Nature of Interest in Shareholding (Direct/ Indirect) Nature of Interest in Directorship (Direct / Indirect) SIM Funds Management Limited - Director Tasman Asset Management Limited - Director Nikko Asset Management Asia Limited - Director Nikko Asset Management Hong Kong Limited - Director Asian Islamic Investment Management Sdn Bhd - Director (Non-executive) Hwang Lip Teik Asian Islamic Investment Management Sdn Bhd Indirect interest of 49% Director HDM Capital Management Sdn Bhd Indirect interest of 100% - Y.A.M. Tengku Syed Badarudin Jamalullail Asian Islamic Investment Management Sdn Bhd - Chairman Eleanor Seet Oon Hui Nikko Asset Management Asia Limited - Director Asian Islamic Investment Management Sdn Bhd - Director (Non-executive) Singapore Consortium Investment Management Ltd - Director (Non-executive) 10

13 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Page 83 Material Litigation The write-up under the heading Material Litigation is hereby deleted and replaced by the following: As at 2 February 2012, the Manager is not engaged in any material litigation and arbitration, including those pending or threatened, and is not aware of any facts likely to give rise to any proceedings which might materially affect the business/financial position of the Manager and any of its delegates. I. CHAPTER 14 THE EXTERNAL FUND MANAGER Page 89 Profile of the External Fund Manager The write-up under the heading Profile of the External Fund Manager is hereby deleted and replaced by the following: Asian Islamic Investment Management Sdn Bhd Asian Islamic Investment Management Sdn Bhd (AIIMAN) is an Islamic fund management company which obtained the approval of the Securities Commission Malaysia (SC) to undertake the regulated activity of Islamic fund management on 17 October AIIMAN is jointly owned by Nikko Asset Management Asia Limited 1 ( Nikko AM Asia ) and Hwang- DBS (M) Berhad ( Hwang-DBS Group ) (51% and 49% ownership respectively). AIIMAN has over the past three (3) years, built their assets to the current total of RM 3.66 billion, as at 2 February This comprises of corporate and discretionary portfolios. AIIMAN s key strength is their ability to leverage on the combined network and infrastructure within the Asian region and through the Nikko Asset Management Group and Hwang-DBS Group, AIIMAN is well positioned to provide clients access to different asset classes and markets, as well as unique and innovative Shariah investment solutions that focus on Asian equities and global sukuk. Page 90 Financial Position The table under the heading Financial Position is hereby deleted and replaced by the following: For the 13 months period from 1 Jan 2011 to 31 Jan 2012 (RM) Unaudited 31 December 2010 (RM) Audited Financial Year Ended 31 December 2009 (RM) Audited 31 December 2008 (RM) Audited Turnover 4,528,525 2,905, ,322 - Profit Before Tax 179,205 (391,826) (2,536,807) (477,530) Profit After Tax 134,574 (391,826) (2,542,107) (477,530) 1 Nikko AM Asia is a Singapore-based asset manager comprising the integrated investment capabilities and enlarged operations of two Singapore-based asset managers formerly known as DBS Asset Management Limited ( DBSAM ) and Nikko Asset Management Singapore Limited (Nikko AM Singapore ). DBSAM was acquired by the Nikko Asset Management Group from DBS Bank Ltd on 30 September 2011 and integrated with its Singapore subsidiary, Nikko AM Singapore, to form Nikko AM Asia on 17 October

14 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Issued/Paid-up Capital 10,000,000 10,000,000 10,000,000 10,000,000 Shareholders Fund 6,868,723 6,729,149 7,120,975 9,663,082 Note: AIIMAN has changed its financial year ending period from 31 December to 31 March effective from year 2011 to be in line with its parent company, Nikko AM Asia. Pages Key Personnel of the Management Team The profiles of Mr. Peter Chiang Head of International Equity and Chan Cheh Shin Chief Investment Officer under the heading Key Personnel of the Management Team are hereby deleted. The profile of Akmal Hassan Chief Executive Officer and Executive Director under the heading Key Personnel of the Management Team is hereby deleted and replaced by the following: Akmal Hassan - Chief Executive Officer/Executive Director and designated fund manager for the External Fund Manager for Hwang AIIMAN Growth Fund. Akmal was promoted to the role of Chief Executive Officer of Asian Islamic Investment Management Sdn Bhd ( AIIMAN ) on 18 November Prior to his current appointment, he was the Director of Investments and was responsible for managing the overall portfolio of funds from retail to institutional as well as marketing. Akmal brings with him extensive experience within the investment management industry which spans over fourteen (14) years. Within this time, he was involved in both portfolio management functions and investment research. Before joining AIIMAN, Akmal served as the Chief Investment Officer at Muamalat Invest Sdn Bhd ( Muamalat ) where he managed domestic Islamic equities and fixed income mandates. Prior to his tenure at Muamalat, Akmal was a fund manager at a local asset management company, where he was part of a team managing funds for investments in Malaysia as well as the Asia ex-japan markets. His key equities coverage included corporations in Malaysia, Indonesia and the Philippines. Akmal began his career in the investment management industry with the AmInvestment Group and he was also attached to Jupiter Research as an analyst focusing on construction and property. Akmal graduated from the Oklahoma State University, USA with a degree in Business Administration, majoring in Finance (BSc) and completed his Masters in Business Administration (MBA) at the University of the Sunshine Coast, Queensland, Australia. The profile of Tan Yoke Ghoo Head of Compliance and Risk Management under the heading Key Personnel of the Management Team is hereby deleted and replaced by the following: Ramli Abd Hamid - Head of Compliance and Risk Management Ramli Abd Hamid joined Asian Islamic Investment Management Sdn Bhd (AIIMAN) as the Head of Compliance and Risk Management in December He is responsible for supervising the overall implementation and communication of risk governance and compliance framework on top of overseeing legal matters and risk management for the company. He brings with him more than thirteen (13) years of experience in various areas, mainly in internal audit and fund management. Prior to joining AIIMAN, Ramli was attached to Eastspring Investments Berhad (formerly known as Prudential Fund Management Berhad). He spent more than six (6) years there 12

15 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER and was promoted from Senior Compliance Officer to the position of Head of Compliance in year Ramli also worked as an internal auditor in RHB Bank Bhd for more than seven (7) years where he was responsible for the monitoring of the internal control process of the RHB Bank as well as the RHB Banking Group which includes insurance, finance, leasing and offshore banking. Ramli graduated with a Bachelor of Accounting from the Universiti Kebangsaan Malaysia. The following profile is hereby added under the heading Key Personnel of the Management Team : Fariza Binti Ali Portfolio Manager and designated fund manager for the External Fund Manager for Hwang AIIMAN Income Plus Fund. Fariza transferred to Asian Islamic Investment Management Sdn Bhd (AIIMAN) from associate company, Hwang Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad) in January She continues in her previous role as a Fixed Income Investment Manager responsible for all AIIMAN s sukuk portfolios. She brings with her more than nine (9) years experience in Shariah and conventional treasury functions as well as fixed income fund management. Prior to joining AIIMAN, Fariza held several senior roles in leading local financial institutions, her most recent being senior dealer in financial institution sales. She was also portfolio manager responsible for both trading and investment/investor sales. Her strengths, garnered throughout her career in the financial industry in various treasury functions encompass inter-bank trading of both conventional and Islamic private debt securities, short term money market instruments, portfolio management, marketing of fixed income instruments and structured products. Fariza s end-to-end involvement in the portfolios she managed and marketed saw her involved in the bidding to reporting aspects of the portfolios and products under her management. She has participated in direct bidding for tenders, assisted in the preparation of internal and client reports and has contributed to bond commentaries in the form of instrument reviews and market outlooks for publications targeted at clients. Fariza is a Finance major and graduated with a Bachelors Degree (Honours) in Business Administration, as well as Masters in Business Administration, majoring in Islamic Banking and Finance from the International Islamic University Malaysia. Page 91 Existing Related Party Transaction and Conflict of Interest The write-up under the heading Existing Related Party Transaction and Conflict of Interest is hereby deleted and replaced by the following: Save for the transactions as disclosed below, as at 2 February 2012, the External Fund Manager is not aware of any existing and/or proposed related party transactions or possible conflict of interest situations or other subsisting contracts of arrangements involving the Funds. Pages Conflict of Interest The table under the heading Conflict of Interest which contains information on whether the shareholders of the External Fund Manager have, either direct or indirect interest in other corporations carrying on a similar business is hereby deleted and replaced by the following: Name of Substantial Interest in Other Corporation Carrying on a Similar Nature of Business 13

16 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Shareholder HwangDBS (Malaysia) Berhad Nikko AM Asia Business Hwang (Malaysia) Berhad holds 100% equity interest in HDM Capital Management Sdn Bhd ( HCM ). Hwang (Malaysia) Berhad also holds 53% equity interest in Hwang Investment Management Sdn Bhd ( HwangIM ). Nikko AM Asia, the holding Company of AIIMAN, holds 100% equity interest in Nikko Asset Management Hong Kong Limited ( Nikko AM HK ). Nikko AM Asia holds 100% equity interest in DBS Asset Management (US) Pte. Ltd. ( DBSAM US ). Nikko AM Asia holds 33% equity interest in Singapore Consortium Investment Management Ltd ( SiCIM ). Nikko AM Asia also holds 30% equity interest in Hwang Investment Management Berhad ( HwangIM ). HCM is a venture capital management company that is registered with the SC and its principal activities are fund management, investment advisory and related consultancy services. HwangIM is a Malaysia registered fund management company that had obtained the Capital Markets and Services Licence from SC. Nikko AM HK is a registered fund management company in Hong Kong. DBSAM US is a dormant company and is currently undergoing liquidation. SiCIM is a registered fund management company in Singapore. HwangIM is a Malaysia registered fund management company that had obtained the Capital Markets and Services Licence from SC. Pages Conflict of Interest The table under the heading Conflict of Interest which contains information on whether the directors of the External Fund Manager have, either direct or indirect interest in other corporations carrying on a similar business is hereby deleted and replaced by the following: Name of Director Name of Corporation or Business Nature of Interest in Shareholding (Direct/ Indirect) Nature of Interest in Directorship (Direct / Indirect) Hwang Lip Teik HDM Capital Management Sdn Bhd Indirect interest of 100% - HwangIM - Independent Director Y.A.M. Tengku Syed Badarudin Jamalullail HwangIM - Independent Director 14

17 THIS IS A SUPPLEMENTAL MASTER PROSPECTUS WHICH HAS TO BE READ IN CONJUNCTION WITH THE MASTER PROSPECTUS DATED 8 OCTOBER Blair Chilton Pickerell HwangIM - Director Tyndall Investment Management Limited - Director Tyndall Investment Management New Zealand Limited - Director SIM Funds Management Limited - Director Tasman Asset Management Limited - Director Eleanor Seet Oon Hui Nikko Asset Management Hong Kong Limited HwangIM - Director - Alternate Director to Blair Chilton Pickerell Singapore Consortium Investment Management Ltd - Director (nonexecutive) J. DIRECTORS RESPONSIBILITY STATEMENT This Supplemental Master Prospectus in respect of the Hwang AIIMAN Growth Fund and Hwang AIIMAN Income Plus Fund has been reviewed and approved by us, the Directors of Hwang Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad), and we collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable inquiries, we confirm to the best of our knowledge and belief, there are no false or misleading statements, or omission of other facts which would make any statement in this Supplemental Master Prospectus false or misleading. The Directors: Hwang Lip Teik Y.A.M. Tunku Dato Seri Nadzaruddin Ibni Almarhum Tuanku Jaafar Blair Chilton Pickerell Eleanor Seet Oon Hui (Alternate to Blair Chilton Pickerell) Teng Chee Wai Y.A.M. Tengku Syed Badarudin Jamalullail Ibni Almarhum Tuanku Syed Putra Jamalullail Ong Eng Kooi 15

18

19 Responsibility Statement This Master Prospectus has been reviewed and approved by the directors of HwangDBS Investment Management Berhad and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable inquiries, they confirm to the best of their knowledge and belief, there are no false or misleading statements, or omission of other facts which would make any statement in the Master Prospectus false or misleading. Statement of Disclaimer The Securities Commission Malaysia has approved the issue of, offer for subscription or purchase, or issue an invitation to subscribe for or purchase Units of the Funds and a copy of this Master Prospectus has been registered with the Securities Commission Malaysia. The approval, and registration of this Master Prospectus, should not be taken to indicate that the Securities Commission Malaysia recommends the Funds or assumes responsibility for the correctness of any statement made or opinion or report expressed in this Master Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of HwangDBS Investment Management Berhad, the management company who is responsible for the Funds and takes no responsibility for the contents of this Master Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this Master Prospectus, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT PROFESSIONAL ADVISERS IMMEDIATELY. Additional Statements No Units will be issued or sold on the basis of this Master Prospectus later than one (1) year after the date of this Master Prospectus. Investors are advised to note that recourse for false or misleading statements or acts made in connection with this Master Prospectus is directly available through Sections 248, 249 and 357 of the Capital Markets and Services Act The Funds have been certified as being Shariah-compliant by the Shariah Adviser appointed for the Funds. This Master Prospectus is not intended to and will not be issued and distributed in any country or jurisdiction other than in Malaysia ( Foreign Jurisdiction ). Consequently, no representation has been and will be made as to its compliance with the laws of any Foreign Jurisdiction. Accordingly, no offer or invitation to subscribe or purchase Units in the Funds to which this Master Prospectus relates may be made in any Foreign Jurisdiction or under any circumstances where such action is unauthorised. ii

20 Message from the CEO of HwangDBS Investment Management Berhad Dear Investors, In this Master Prospectus, you will find two of our Shariah-compliant funds, namely the HwangDBS AIIMAN Growth Fund and the HwangDBS AIIMAN Income Plus Fund. The HwangDBS AIIMAN Growth Fund, or AGF, invests primarily in equities and its objective is to achieve consistent capital appreciation over the medium to long term by investing in equities and other approved investments which harmonise with Islamic philosophy and laws. The AGF is ideal for medium to long term investors who are risk tolerant and seek higher returns from their investments that comply with Shariah requirements. The HwangDBS AIIMAN Income Plus Fund, or AIPF, invests in a multitude of Malaysian-issued Sukuk and aims to provide a steady income stream over the medium to long term. AIPF is suitable for investors who seek regular income distribution, have a medium to long-term investment horizon and have a low risk tolerance. The Funds investments are not risk free and you are strongly advised to consider the risks associated when investing in the Funds. The risks related to the Funds include but are not limited to, market risk, equity investment risk, reclassification of Shariah status risk, credit/default risk, counterparty risk, liquidity risk and interest rate or price risk. Kindly refer to Section 4 of this Master Prospectus for a more detailed explanation on the aforesaid risk factors. There are fees and charges which investors must be aware of when investing in the Funds and they include but are not limited to: A maximum Sales Charge of 5.50% of the NAV per Unit for the respective Funds except that Institutional Unit Trust Advisers may charge a Sales Charge of up to *6.50% for the AGF; A management fee of 1.50% of the NAV per annum for AGF and 1.00% of the NAV per annum for AIPF; and A trustee fee of 0.07% of the NAV of the respective Funds per annum subject to a minimum of RM18,000 per annum (excluding foreign custody fees and charges). The detailed list of fees and charges which investors may incur when investing in the Funds are found in Section 8 of this Master Prospectus. *Note: the increase in the Sales Charge which may be imposed by IUTAs on investors of the AGF will come into force 30 days after the date of this renewal Master Prospectus. We sincerely hope that you will find this Master Prospectus informative, easy to read, and useful in helping you make an investment decision. If you are interested in purchasing Units of these Funds, have any queries, require further information about this Master Prospectus or would like to know more about investing in these Funds, please feel free to contact our Customer Service personnel at our toll free number or your queries to customercare@hdbsim.com.my. Alternatively, you may contact any of our distributors, details of which may be found in Section 21 of this Master Prospectus. We look forward to being of service to you. Best wishes, Teng Chee Wai Chief Executive Officer & Executive Director iii

21 TABLE OF CONTENTS Section Page 1. CORPORATE DIRECTORY 1 2. GLOSSARY 4 3. KEY DATA 8 4. RISK FACTORS GENERAL RISKS SPECIFIC RISKS OF AGF SPECIFIC RISK OF AIPF RISK MANAGEMENT FUND DETAILS HWANGDBS AIIMAN GROWTH FUND (AGF) INVESTMENT OBJECTIVE INVESTORS PROFILE PERFORMANCE BENCHMARK APPROVED FUND SIZE / UNITS IN CIRCULATION ASSET ALLOCATION INVESTMENT STRATEGY HWANGDBS AIIMAN INCOME PLUS FUND (AIPF) INVESTMENT OBJECTIVE INVESTORS PROFILE PERFORMANCE BENCHMARK APPROVED FUND SIZE / UNITS IN CIRCULATION ASSET ALLOCATION INVESTMENT STRATEGY PERMITTED INVESTMENTS & RESTRICTIONS PERMITTED INVESTMENTS FOR AGF & AIPF INVESTMENT LIMITS FOR AGF & AIPF INVESTMENT RESTRICTIONS AND LIMITS APPLICABLE TO AIPF ADDITIONAL INFORMATION IN RELATION TO THE FUNDS VALUATION OF ASSETS VALUATION POINT FOR THE FUNDS POLICY ON GEARING AND MINIMUM LIQUID ASSETS REQUIREMENTS DISTRIBUTION STRATEGY & REINVESTMENT POLICY ZAKAT FOR THE FUNDS TERMINATION OF THE FUNDS EPF INVESTMENTS HISTORICAL PERFORMANCE OF THE FUNDS HWANGDBS AIIMAN GROWTH FUND (AGF) HISTORICAL PERFORMANCE HISTORICAL FINANCIAL HIGHLIGHTS 39 iv

22 7.2 HWANGDBS AIIMAN INCOME PLUS FUND (AIPF) HISTORICAL PERFORMANCE HISTORICAL FINANCIAL HIGHLIGHTS 49 8 FEES, CHARGES AND EXPENSES FEES DIRECTLY INCURRED SALES CHARGE REPURCHASE CHARGE SWITCHING FEE* TRANSFER FEE MANAGEMENT FEE TRUSTEE FEE FUND EXPENSES POLICY ON STOCKBROKING REBATES AND SOFT COMMISSIONS SALE AND PURCHASE OF UNITS COMPUTATION OF NAV AND NAV PER UNIT PRICING OF UNITS SALE OF UNITS MINIMUM UNITS HELD REPURCHASE OF UNITS PAYMENT OF REPURCHASE PROCEEDS REPURCHASE FREQUENCY AND MINIMUM UNITS REPURCHASE COOLING-OFF PERIOD SWITCHING FACILITY REGULAR SAVINGS PLAN WHERE TO PURCHASE AND REPURCHASE UNCLAIMED MONIES ANTI-MONEY LAUNDERING POLICIES AND PROCEDURES SALIENT TERMS OF THE DEEDS AND RIGHTS & LIABILITIES OF UNIT HOLDERS RIGHTS AND LIABILITIES OF UNIT HOLDERS RIGHTS OF UNIT HOLDERS LIABILITIES OF UNIT HOLDERS PROVISIONS REGARDING UNIT HOLDERS MEETINGS QUORUM REQUIRED FOR CONVENING A UNIT HOLDERS MEETING UNIT HOLDERS MEETING CONVENED BY THE UNIT HOLDERS UNIT HOLDERS MEETING CONVENED BY THE MANAGER OR TRUSTEE TERMINATION OF THE FUNDS CIRCUMSTANCES THAT MAY LEAD TO THE TERMINATION OF THE FUNDS PROCEDURE FOR THE TERMINATION OF THE FUNDS THE MAXIMUM FEES AND CHARGES THAT MAY BE IMPOSED BY THE MANAGER AND THE STEPS TO BE TAKEN BY THE MANAGER TO INCREASE SUCH FEES AND CHARGES MAXIMUM RATE OF DIRECT FEES AND CHARGES ALLOWABLE BY THE DEED MAXIMUM RATE OF INDIRECT FEES AND CHARGES ALLOWABLE BY THE DEED PROCEDURES TO BE TAKEN TO INCREASE THE DIRECT AND INDIRECT FEES AND CHARGES FROM THE CURRENT AMOUNT STIPULATED BY THE DEED PROCEDURES TO BE TAKEN TO INCREASE THE DIRECT AND INDIRECT FEES AND CHARGES FROM THE CURRENT AMOUNT AS STIPULATED IN THE MASTER PROSPECTUS OTHER EXPENSES PERMITTED UNDER THE DEEDS CIRCUMSTANCES THAT MAY LEAD TOWARDS THE RETIREMENT, REMOVAL OR REPLACEMENT OF THE MANAGER 71 v

23 10.6 POWERS OF THE MANAGER TO REMOVE THE TRUSTEE RETIREMENT OR REMOVAL OR REPLACEMENT OF THE TRUSTEE POWER OF TRUSTEE TO REMOVE OR REPLACE THE MANAGER CLIENT COMMUNICATION THE MANAGEMENT COMPANY THE MANAGEMENT COMPANY (THE MANAGER) ROLE OF THE MANAGER FINANCIAL POSITION ROLE OF DIRECTORS BOARD OF DIRECTORS ROLE OF THE INVESTMENT COMMITTEE THE INVESTMENT COMMITTEE MEMBERS THE TEAM THE INVESTMENT TEAM KEY PERSONNEL OF THE MANAGEMENT TEAM MANAGEMENT COMPANY S DELEGATE THE MANAGER S DISCLOSURE ON RELATED PARTY TRANSACTIONS AND POSSIBLE CONFLICTS OF INTEREST RELATED PARTY TRANSACTIONS CONFLICTS OF INTEREST POLICY ON DEALING WITH CONFLICTS OF INTEREST MATERIAL LITIGATION THE TRUSTEE BACKGROUND INFORMATION BOARD OF DIRECTORS FINANCIAL POSITION EXPERIENCE IN TRUSTEE BUSINESS PROFILE OF KEY PERSONNEL DUTIES AND RESPONSIBILITIES OF THE TRUSTEE TRUSTEE S STATEMENT OF RESPONSIBILITY TRUSTEE S DISCLOSURE OF MATERIAL LITIGATION TRUSTEE S DELEGATE RELATED-PARTY TRANSACTIONS/CONFLICT OF INTEREST THE EXTERNAL FUND MANAGER PROFILE OF THE EXTERNAL FUND MANAGER DUTIES AND RESPONSIBILITIES OF THE EXTERNAL FUND MANAGER FINANCIAL POSITION KEY PERSONNEL OF THE MANAGEMENT TEAM EXISTING RELATED PARTY TRANSACTION AND CONFLICT OF INTEREST RELATED PARTY TRANSACTION CONFLICT OF INTEREST POLICY ON DEALING WITH CONFLICT OF INTEREST MATERIAL LITIGATION THE SHARIAH ADVISER BACKGROUND INFORMATION 95 vi