Information Memorandum

Transcription

1 Information Memorandum relating to AMB Dana Arif ( AMBDA or the Fund ) This document is important. The offer or invitation which is the subject of this Information Memorandum (i.e. classes of Units in AMB Dana Arif) is not allowed to be made to the retail public in Singapore. This Information Memorandum is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore ( the Act ). Accordingly, statutory liability under the Act in relation to the content of prospectuses would not apply. The Monetary Authority of Singapore takes no responsibility for the contents of this document. You should consider carefully whether an investment in the Fund is suitable for you. This Information Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is unlawful or in which the person making such offer or solicitation is unqualified to do so or to anyone to whom it is unlawful to make such a solicitation. It is the responsibility of any person in possession of this Information Memorandum and any person wishing to apply for Units to inform themselves and to observe all applicable laws and regulations of any relevant jurisdiction. Prospective investors should inform themselves as to the legal requirements of applying for Units and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, domicile or incorporation. The Units in the Fund, if subscribed for or purchased in Singapore, may be transferred subject to compliance with applicable laws and regulations. Please refer to Section 10.6 of the Malaysian Prospectus for further information on Transfer of Units. AMB Dana Arif is an open-ended Shariah-compliant unit trust fund constituted in Malaysia which offers investments in multi classes of Units. The registered office of Amanah Mutual Berhad (the Manager or AMB ) is at 4 th Floor, Balai PNB, 201-A, Jalan Tun Razak, Kuala Lumpur, Malaysia. The Manager is subject to the supervision of the Securities Commission Malaysia (the Authority ). The Authority s contact details are as follows: Address:No. 3 Persiaran Bukit Kiara, Bukit Kiara, Kuala Lumpur, Malaysia Telephone No.: Facsimile No.: The Trustee for the Fund is AmanahRaya Trustees Berhad. The Trustee is incorporated in Malaysia since 2007 and is registered as a trust company under the Trust Companies Act 1949, with its registered address at Tingkat 11, Wisma AmanahRaya, No. 2, Jalan Ampang, Kuala Lumpur.

2 Investment objective, focus and approach of the Fund and the investment approach of the Manager for the Fund Investment objective To provide a steady appreciation of the NAV of the Fund with a regular flow of income to investors through investments in debt securities that are permissible under Shariah Principles. Any material change to the investment objective of the Fund would require Unit Holders approval. The performance of the Fund will be benchmarked against the 12-month General Investment Account rates of commercial banks, which is obtainable from Bank Negara Malaysia website. Investment policy and strategy The Fund invests in Sukuk and Shariah-compliant money market instruments to meet its objectives of providing a steady stream of profit income and potential long-term capital gains. Its Shariah compliant investments consist of Sukuk which are rated minimum A3 by RAM or equivalent ratings by other rating agencies and Shariah-compliant money market instruments, which will ensure a regular income 1 yield to the Fund. The External Investment Manager (the EIM ) will invest in a diversified portfolio of Sukuk in order to maximise return within acceptable risk parameters. Diversification is to be done across sectors, issuers and duration. Depending on market conditions, the EIM will make the necessary adjustments i.e. portfolio rebalancing. Preferred investments will be in Sukuk that are undervalued relative to their ratings, potential credit rating upgrade candidates, and situational issues with potential for improvement in the credit quality. The Fund concentrates on investing in quality Sukuk and Shariah-compliant money market instruments which provide yields for the medium to long-term period. The portfolio aimed at preserving the principle investment whilst achieving returns better than the prevailing fixed deposit rates on annualised basis, at an acceptable level of risk. The portfolio shall invest in investment grade Sukuk and Shariah-compliant money market instruments that are deemed to be fundamentally sound. In addition, the portfolio also concentrates on securities that have yields and trading opportunities. Investment decisions will be made after thorough assessment on companies, using in-house fundamental research supported by external research and companies' prospectuses. Investment shall be made in Sukuk with minimum credit ratings of P2 for short term papers or A3 for long term papers by RAM or equivalent ratings by other rating agencies. The EIM shall undertake to conduct a thorough and rigorous credit assessment of potential investments and constant monitoring of current investments. A filtration process is employed for securities selection to ensure selection which complements the objective of the portfolio. The filtration process includes credit rating, financial ratio analysis, management quality assessment and structure of a particular instrument. The asset allocation for the Fund is as follows: Min 70% to max 98% in Sukuk and Shariah-compliant money market instruments Min 2% to max 30% in Shariah-compliant Liquid Assets. 1 Distribution of income, if any, will be automatically reinvested into the Unit Holder s account. Refer to section on page 79 of the Malaysian Prospectus for further details.

3 The Fund is actively managed and the frequency of the Fund s trading strategy is dependent on market opportunities. When deemed appropriate and for the benefit of the Fund, the EIM may take temporary defensive positions in dealing with adverse market, economic, political and other conditions, that may be inconsistent with the Fund s principal strategy. In this regard, the Fund may hold cash or cash equivalent instruments as the Fund s only assets. Risks Summary Potential investors are asked to carefully read the Malaysian Prospectus in full before making any investment. Prior to investing one should consider the elements of risks associated to the investments as the values of the investment could fluctuate due to the risks stated below. Investors are reminded that the list of risk may not be exhaustive and if necessary they should consult their advisors for a better understanding of the risks. General Risks The general risks to which the Fund may be exposed to are: market risk operational risk non-compliance risk returns not guaranteed inflation risk loan financing risk liquidity risk force majeure risk fund management risk non-shariah compliant-risk Specific Risks The following specific risks are associated with investments in this Fund: credit risk class currency risk interest rate risk country risk For further information on the above, please refer to Section 4 and Section 5.3 of the Malaysian Prospectus. Conditions, limits and gating structures for purchase / repurchase of Units Cut-off time for purchase price of Units (1) Application for initial investment direct with AMB Completed applications to purchase Units will be processed on the same Business Day if received by the Manager by 2.30 p.m. with cleared payment. The applicable Purchase Price of Units would be based on the NAV per Unit at the end of the Business Day on which the application to purchase is received by the Manager. Any application received or deemed to have been received after this cut-off time would be considered as being transacted on the next Business Day and would be subjected to the Manager s pricing on the next Business Day.

4 (2) Application for initial investment with Distribution Channels For investment through Distribution Channels, kindly refer to the respective Distribution Channels for cut-off time procedures. The amount paid to the Manager will be deposited into the trust account maintained by the Trustee no later than 10 days from the date of receipt of the completed application. The Trustee s obligation arises when the investment amount is deposited into the trust account. Cut-off time for Repurchase Price of Units Applications to repurchase Units will be processed on the same Business Day if received by the Manager by 2.30p.m. The applicable repurchase price would be based on the NAV per Unit at the end of the Business Day on which the completed repurchase application is received by the Manager. Any application received or deemed to have been received after this cut-off time would be considered as being transacted on the next Business Day and would be subjected to the Manager s pricing on the next Business Day. The Manager will pay the net repurchase proceeds to the Unit Holder within 10 days from the receipt of the request to repurchase provided that all documentation are complete. In the event of any technical difficulties beyond the Manager s control or should the repurchase request result in the sale of assets which cannot be liquidated at an appropriate price or on adequate terms and is as such not in the interest of the existing Unit Holders, redemption monies may be paid at such other period as may be permitted by the relevant authorities from time to time. For more information on the repurchase of Units, transfer of Units and switching, please refer to Sections 10.5 to 10.7 of the Malaysian Prospectus and the Manager s website at Charges (1) Sales charge Unit Holders have to pay a sales charge upon purchase of Units in addition to the investment amount. The maximum sales charge is as follows:- Class Direct investment through the Manager Maximum sales charge (% of NAV per Unit) Distribution Channel Maximum sales charge (% of NAV per Unit) A-MYR C-MYR A-SGD The sales charge for the Fund is negotiable, subject to the discretion of the Manager. Total sales charge is rounded up to the nearest two (2) decimal points.

5 (2) Repurchase charge The Manager does not impose a repurchase charge on the repurchase of Units by the unit holders of the Fund. Units are repurchased by the Manager at NAV per Unit. (3) Switching charge This facility enables unit holders to switch Units of the Fund to units of other funds under the AMB Family of Funds which are available for sale. Units switched are transacted at the Fund s NAV. The minimum investment that can be switched per is 1,000 Units. The conditions for switching are set out below: To recipient fund Switching from Equity Bond/Sukuk/Fixe d Income Balanced Money Market Equity Bond/Sukuk Balanced Up to 5% of Up to 1% of Up to 5% of Up to 1% of Up to 1% of Up to 5% of Money market Nil Nil Nil Nil Note : 1. The above table is applicable for all switching s, except where the sales charge of the fund to be switched into is equal or lower than the sales charge of the Fund switched from, in which case the switching fee shall be MYR25 only. 2. Distribution units of conventional funds cannot be switched to Shariah funds within the AMB Family of Funds. However the principal amount of conventional funds is allowed to be switched to Shariah funds. 3. Switching is not available for Class C-MYR and A-SGD for this Fund. (4) Transfer charge An administrative fee of MYR25 is charged per. (5) Other administration charges In addition to the charges expressly allowed to be charged directly by the Manager and/or the Trustee, the unit holder may be required to pay a charge as allowed by the Deed, where applicable in respect of: a) any document supplied to the unit holder at the unit holder s request; b) bank charges, courier charges and any other relevant charges incurred for repurchase of Units; or c) any act of administrative nature carried out for the unit holder at the unit holder s request. For further information on the above, please refer to Section 9.1 of the Malaysian Prospectus.

6 Fees (1) Annual management fee The Manager is entitled to an annual management fee. The annual management fee is calculated as the percentage of the NAV of the Fund, calculated and accrued on a daily basis before deducting the annual management fee and trustee fee for the day. The annual management fee shall be rounded to the nearest two (2) decimal points. For Classes of Units of the Fund, the annual management fee is calculated as the percentage of the NAV of the respective Classes, calculated and accrued on a daily basis before deducting the annual management fee and trustee fee for the day. The annual management fee for the Fund is as follows: Class Annual management fees (Percentage of NAV) Current year charge (Percentage of NAV)(%) Minimum value A- MYR C- MYR A- SGD Profit sharing scheme with the investors of the Class in the ratio of 15:85 of net investment income (1) Profit sharing scheme with the investors of the Class in the ratio of 10:90 of net investment income (1) Profit sharing scheme with the investors of the Class in the ratio of 25:75 of net investment income (1) 15:85 10:90 25:75 MYR MYR SGD (1) Net investment income is defined as the income of the Class less trustee fee and all permitted or allowable expenses under the Deed. If the daily net investment income for any valuation day is zero or negative, or while the NAV per Unit is less than the minimum value, the Manager shall not be entitled to any management fee for that day. Daily net investment income is defined as the difference between the total net investment income as at the valuation day and the total net investment income as at the previous valuation day. Minimum value is taken to mean that the NAV per Unit shall not be less than as prescribed above. If there is any decrease in the NAV as a result of the distribution or sub division of Unit, then the minimum value shall be adjusted accordingly. (2) Trustee fee The Trustee is entitled to a fee at a rate of up to 0.07% per annum of the NAV of each of the Class, (before deducting annual management fee and trustee fee for the day), subject to a minimum fee of MYR18,000 per annum per Fund calculated on a daily basis. For further information on the above, please refer to Section 9.2 of the Malaysian Prospectus. (3) Goods and Services Tax (GST) Effective 1 April 2015, the GST will be implemented to replace the sales tax and service tax regime at a rate of 6%. Unit Holders will be subjected to GST based on the Industry Guide on Fund Management ( draft GST guide ) issued by the Royal Malaysian Customs Department on 27 October 2013 on the following expenses:-

7 any fee based charges in relation to purchase of Units such as sales charge; and switching and transfer charges for switching or transferring Units. However, please note the Draft GST Guide may be revised upon implementation. Funds Expenses The annual management fee and trustee fee, the auditor s fee and other relevant professional fees, the costs of distribution of annual reports, tax vouchers, distribution warrants, cost of modification of Deed and other notices to unit holders as well as expenses that are directly related and necessary for the administration of the Fund as set out in the Deed shall be paid out of the Fund. These costs are already factored into any quoted Unit price. All the Fund s expenses are apportioned to each Class based on the Multiclass Ratio (the MCR ) except for the annual management fee and trustee fee. The above fees and charges do not include the GST which is payable by Unit Holders and the Funds. Policy on brokerage rebates and soft commissions It is the policy of the Manager, the Trustee and their delegates to channel all rebates, if any, received from brokers/dealers to the Fund. The Manager and its delegates my retain goods and services (soft commissions) provided by any brokers/dealers, only if the goods and services are of demonstrable benefit to the unit holders of the Fund. The Manager will ensure that the acceptance of the soft commissions does not affect the dealings by the provider of the commissions, which are to be executed on a best execution basis. The above soft commissions are in the form of the following:- (i) (ii) (iii) (iv) research materials; data and quotation services; investment-related magazines, journals and other related trade publications; and computer applications software. There are fees and charges involved and investors are advised to consider them before investing in the Fund. Past performance of the Fund Past performance of the Fund and its benchmark can be obtained at AMB s website at

8 Accounts of the Fund Financial Year End The financial year end of the Fund is 31 May of each calendar year. Annual Reports and Interim Reports The Manager shall submit a copy of the interim report and lodge the annual report (which have been certified by the auditors) with the Securities Commission Malaysia within two (2) months after the interim and financial year end. The interim report and the annual report of the Fund will then be sent out to Singapore unit holders through AMB s appointed distributors in Singapore. The annual reports and semi-annual reports of the Fund are available at AMB s appointed distributors offices in Singapore and their addresses can be obtained from AMB s office. This Information Memorandum incorporates and should be read in conjunction with the Malaysian Prospectus. No person is authorised to give any information or to make any representation concerning AMB Dana Arif other than as contained in this Information Memorandum. If you are in any doubt about the contents of this Information Memorandum, you should consult your legal adviser or obtain any other independent professional advice.

9 Glossary A-MYR A-SGD AMB Family of Funds Business Day(s) C-MYR Class(es) Deed Distribution Channel External Investment Manager or EIM Liquid Assets Malaysian Prospectus Multiclass Ratio or MCR MYR NAV Class of Units denominated in MYR under income distribution policy. Class of Units denominated in SGD under income distribution policy. All funds under the management of the Manager. A day on which the Bursa Malaysia is open for trading in securities. Class of Units denominated in MYR under income distribution policy. Any class or classes of Units of AMBDA representing similar interests in the assets of AMBDA differentiated by one or more of the following: (i) currency denomination; (ii) income distribution policy; (iii) retail or institutional investor; and (iv) rate of annual management fee. The deed including any supplementary deeds between the Manager, the Trustee and the unit holders for the Fund. An institution, corporation or an organisation that is appointed by Amanah Mutual Berhad for the purpose of marketing and distributing the Fund in Malaysia and outside Malaysia as allowed by the applicable laws. CIMB-Principal Asset Management Berhad. Financial assets with characteristics including, but not limited to, the following: (i) easily convertible in large sums into cash at short notice; (ii) low counter party credit risks; and (iii) have sufficiently deep secondary market which continues to exist during tight liquidity situations. (Source: Bank Negara Malaysia Liquidity Framework 1998) The Master Prospectus for Shariah Funds is dated 17 September 2014 and expires on 16 September 2015 and has been registered with the Securities Commission Malaysia. The apportionment of the NAV of each Class over AMBDA s NAV based on the size of each Class. The MCR is calculated by dividing the NAV (MYR) of the respective Class by the NAV of the Fund before income and expenses for the day. The apportionment is expressed as a ratio and calculated as a percentage. The lawful currency of Malaysia i.e. Malaysian Ringgit. Net asset value.

10 Purchase Price of Units RAM Shariah Principles Sukuk Units The buying price of Units by unit holders of any Class is calculated at NAV per Unit as at the next valuation point after the complete application is received by the Manager. RAM Rating Services Berhad ( U). Shariah principles are based on Islamic law, originating from the Quran as well as practices and explanations rendered by the Prophet Muhammad (PBUH), Ijma, Qiyas and Ijtihad of ulama (personal reasoning of Islamic jurists). Certificates of equal value which evidence undivided ownership or investment in the assets using Shariah principles and concepts endorsed by the Shariah Advisory Council of the Securities Commission Malaysia. Units of any Class of the Fund.