FIRST SUPPLEMENTARY PROSPECTUS

Transcription

1 FIRST SUPPLEMENTARY PROSPECTUS This First Supplementary Prospectus for AMB Value Trust Fund is dated 10 April 2015, and expires on 16 September 2015, and must be read together with the Principal Prospectus for AMB Value Trust Fund dated 17 September 2014, for: Date of Constitution AMB Value Trust Fund 4 December 2002 Manager AMANAH MUTUAL BERHAD ( U) Trustees HSBC (MALAYSIA) TRUSTEE BERHAD ( T) INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS FIRST SUPPLEMENTARY PROSPECTUS FOR AMB VALUE TRUST FUND WHICH IS TO BE READ TOGETHER WITH THE PRINCIPAL PROSPECTUS FOR AMB VALUE TRUST FUND DATED 17 SEPTEMBER IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE RISK FACTORS COMMENCING ON PAGE 20 OF THE PRINCIPAL PROSPECTUS FOR AMB VALUE TRUST FUND.

2 RESPONSIBILITY STATEMENT This First Supplementary Prospectus has been reviewed and approved by the directors of Amanah Mutual Berhad, and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable enquiries, 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 this First Supplementary Prospectus false or misleading. STATEMENTS OF DISCLAIMER The Securities Commission Malaysia has authorised the Fund and a copy of this First Supplementary Prospectus has been registered with the Securities Commission Malaysia. The authorisation of the Fund, and the registration of this First Supplementary Prospectus, should not be taken to indicate that Securities Commission Malaysia recommends the said Fund or assumes responsibility for the correctness of any statement made or opinion expressed or report contained in this First Supplementary Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of the management company responsible for the said Fund and takes no responsibility for the contents in this First Supplementary Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this First Supplementary 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. IF INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION, THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS. ADDITIONAL STATEMENTS No units will be issued or sold based on this First Supplementary Prospectus after the expiry date of the Principal Prospectus. Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws and regulations including any statement in this First Supplementary Prospectus that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to this First Supplementary Prospectus or the conduct of any other person in relation to the Fund. This First Supplementary Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified 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 First Supplementary Prospectus 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.

3 1. Definitions Used in the Principal Prospectus to be Applicable The expressions and abbreviations used in this First Supplementary Prospectus have, unless repugnant to the context or otherwise provided herein, the same meaning as in the Principal Prospectus. Principal Prospectus : The Prospectus dated 17 September 2014, and expiring on 16 September 2015, registered with the Securities Commission Malaysia in respect of the Fund. First Supplementary Prospectus : This First Supplementary Prospectus dated 10 April 2015, and expiring on 16 September 2015 which is to be read together with the Principal Prospectus. 2. Amendment to Section 2 on BOARD OF DIRECTORS under CORPORATE DIRECTORY on page 9 Section 2 on BOARD OF DIRECTORS under CORPORATE DIRECTORY on page 9 of the Principal Prospectus is deleted in its entirety and replaced with the following: BOARD OF DIRECTORS Tun Ahmad Sarji bin Abdul Hamid Chairman (Non-Executive/Non-Independent Director) Tan Sri Dato Sri Hamad Kama Piah bin Che Othman (Non-Executive/Non-Independent Director) Tan Sri Dato Dr. Wan Mohd. Zahid bin Mohd. Noordin (Non-Executive/Independent Director) Tan Sri Dato Md. Desa bin Pachi (Non-Executive/Independent Director) 3. Amendment to Section 2 on INVESTMENT COMMITTEE MEMBERS under CORPORATE DIRECTORY on page 9 Section 2 on INVESTMENT COMMITTEE MEMBERS under CORPORATE DIRECTORY on page 9 of the Principal Prospectus is deleted in its entirety and replaced with the following: INVESTMENT COMMITTEE MEMBERS Tun Ahmad Sarji bin Abdul Hamid Chairman (Non-Independent member) Tan Sri Dato Dr. Wan Mohd. Zahid bin Mohd. Noordin (Independent member) 1

4 Tan Sri Dato Md. Desa bin Pachi (Independent member) 4. Amendment to Item (c) Goods and Services Tax (GST) under Section 3.3 on FEES AND CHARGES in relation to SUMMARY OF KEY FEATURES OF THE FUND on page 17 A new sentence be inserted at the end of Item (c) Goods and Services Tax (GST) under Section 3.3 on FEES AND CHARGES in relation to SUMMARY OF KEY FEATURES OF THE FUND on page 17 of the Principal Prospectus as follows: The above fees and charges do not include GST which is payable by the Fund and Unit Holders respectively. 5. Amendment to Section 9.1 on DIRECT CHARGES under FEES, CHARGES AND EXPENSES on page 36 A new Note be inserted at the end of Section 9.1 on DIRECT CHARGES under FEES, CHARGES AND EXPENSES on page 36 of the Principal Prospectus as follows: Note: The above charges do not include GST which is payable by Unit Holders. 6. Amendment to Section 9.2 on INDIRECT FEES under FEES, CHARGES AND EXPENSES on page 37 A new Note be inserted at the end of Section 9.2 on FEES under FEES, CHARGES AND EXPENSES on page 36 of the Principal Prospectus as follows: Note: The above fees do not include GST which is payable by the Fund. 7. Amendment to Section 9.3 on FUND S EXPENSES under FEES, CHARGES AND EXPENSES on page 37 Section 9.3 on FUND S EXPENSES under FEES, CHARGES AND EXPENSES on page 37 of the Principal Prospectus is deleted in its entirety and replaced with the following: The annual management fee, trustee fee, the auditor s fees 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 (including any applicable GST) shall be paid out of the Fund. These costs are already factored into any quoted Unit price. 2

5 All the Fund s expenses are apportioned to each Class based on the MCR except for the management and trustee fee. 8. Amendment to the illustration under Item (a) Purchase of Units of Section 10.2 on PRICING OF UNITS under TRANSACTION INFORMATION on page 41 New sentence inserted at end of Item (a) Purchase of Units of Section 10.2 on PRICING OF UNITS under TRANSACTION INFORMATION on page 41 of the Principal Prospectus as follows: The above illustration does not include the GST which is payable by the Unit Holder. 9. Amendment to Section 12.3 on PROFILE OF THE BOARD OF DIRECTORS OF THE MANAGER in relation to Dato Idris bin Kechot under THE MANAGEMENT AND ADMINISTRATION OF THE FUND on page 57 Section 12.3 on PROFILE OF THE BOARD OF DIRECTORS OF THE MANAGER in relation to Dato Idris bin Kechot under THE MANAGEMENT AND ADMINISTRATION OF THE FUND on page 57 of the Principal Prospectus is deleted in its entirety. 10. Amendment to Section 12.7 on The Investment Committee members in relation to THE INVESTMENT COMMITTEE OF THE FUND under THE MANAGEMENT AND ADMINISTRATION OF THE FUND on page 60 Section 12.7 on The Investment Committee members in relation to THE INVESTMENT COMMITTEE OF THE FUND under THE MANAGEMENT AND ADMINISTRATION OF THE FUND on page 60 of the Principal Prospectus is deleted in its entirety and replaced with the following: The Investment Committee members Tun Ahmad Sarji bin Abdul Hamid (as afore-mentioned) Tan Sri Dato Dr. Wan Mohd. Zahid bin Mohd. Noordin (as afore-mentioned) Tan Sri Dato Md. Desa bin Pachi (as afore-mentioned) 3

6 11. Amendment to Board of Directors of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 65 The Board of Directors of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 65 of the Principal Prospectus is deleted in its entirety and replaced with the following: Board of Directors Mr Piyush Kaul Ms On Bee Heong Mr Yee Yit Seeng 12. Amendment to Profile of Key Personnel of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 65 The Profile of Key Personnel of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 65 of the Principal Prospectus is deleted in its entirety and replaced with the following: Mr Kaleon Leong Bin Rahan Chief Executive Officer He has been involved in the fund management industry since 1996, having served stints in a regulatory body, fund management company, trustee and audit firm. He is a Chartered Accountant and holds a Masters in Information Technology Management. Mr Yee Yit Seeng Chief Operating Officer He joined HSBC Trustee in July He holds a Diploma in Banking and Finance and is a Senior Associate of Institut Bank-Bank Malaysia. He has more than 22 years of experience in trust operations including client service, systems/projects & office administration, compliance, internal control & audit, and business development. He was also seconded to the HSBC Backend Processing Office in Cyberjaya, Malaysia to support the global securities operations. 13. Amendment to Trustee s delegate of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 67 The Trustee s delegate of Section 13.1 on PROFILE OF HSBC (MALAYSIA) TRUSTEE BERHAD under THE TRUSTEE OF THE FUND on page 67 of the Principal Prospectus is deleted in its entirety and replaced with the following: Trustee s delegate The Trustee has appointed The Hongkong And Shanghai Banking Corporation Ltd as custodian of the quoted and unquoted local investments of the Fund. The assets of the Fund are held through their nominee company, HSBC Nominees (Tempatan) Sdn Bhd. If and when the Fund should invest overseas, HSBC Institutional Trust Services (Asia) Limited will be appointed as 4

7 the custodian of the foreign assets of the Fund. Both The Hongkong And Shanghai Banking Corporation Ltd and HSBC Institutional Trust Services (Asia) Limited are wholly owned subsidiaries of HSBC Holdings Plc, the holding company of the HSBC Group. The custodian s comprehensive custody and clearing services cover traditional settlement processing and safekeeping as well as corporate related services including cash and security reporting, income collection and corporate events processing. All investments are registered in the name of the Trustee or to the order of the Trustee. The custodian acts only in accordance with instructions from the Trustee. The Trustee shall be responsible for the acts and omissions of its delegate as though they were its own acts and omissions. However, the Trustee is not liable for the acts, omissions or failure of third party depository such as central securities depositories, or clearing and/or settlement systems and/or authorised depository institutions, where the law or regulation of the relevant jurisdiction requires the Trustee to deal or hold any asset of the Fund through such third parties. Trustee s delegates 1) The Hongkong And Shanghai Banking Corporation Limited (As Custodian) and assets held through HSBC Nominees (Tempatan) Sdn Bhd (Co. No D) No 2 Leboh Ampang Kuala Lumpur Telephone No: (603) Fax No: (603) ) HSBC Institutional Trust Services (Asia) Limited 6th Floor, Tower One HSBC Centre No 1 Sham Mong Road Kowloon, Hong Kong Telephone No: (852) Fax No: (852) Amendment to item (ii) Members of Investment Committee of Section 15 under EXEMPTIONS GRANTED BY THE SC on page 74 Item (ii) Members of Investment Committee of Section 15 under EXEMPTIONS GRANTED BY THE SC on page 74 of the Principal Prospectus is deleted in its entirety and replaced with the following: (ii) Members of Investment Committee Clause 6.02(8) Guidelines 2003 Clause 6.04 Guidelines 2008 A member of the investment committee should not hold office as: 5

8 (a) (b) (c) (d) (e) member of an investment committee of funds managed and administered by another management company; director of another management company; Shariah advisor for the same fund; member of the panel of advisors for the same fund; and an officer of the delegate that carry on the fund management function for the fund. Exemption from these Clauses was given by the SC on 23 November 2006 to Tun Ahmad Sarji bin Abdul Hamid and Tan Sri Dato Md. Desa bin Pachi, to allow them to be members of the Investment Committees of all AMB funds. All of them save for Tan Sri Dato Dr. Wan Mohd. Zahid bin Mohd. Noordin are also members of investment committees of other funds managed and administered by another management company. 15. Amendment to Section 16 on Conflict of interest under RELATED PARTY TRANSACTIONS/CONFLICT OF INTEREST on page 75 Section 16 on Conflict of Interest under RELATED PARTY TRANSACTIONS/CONFLICT OF INTEREST on page 75 of the Principal Prospectus is deleted in its entirety and replaced with the following: Conflict of Interest AMB and its holding company, ASNB are both unit trust management companies managing unit trust funds. In relation to the above: (i) (ii) The following directors of AMB are also directors of ASNB: Tun Ahmad Sarji bin Abdul Hamid; Tan Sri Dato Sri Hamad Kama Piah bin Che Othman; Tan Sri Dato Dr. Wan Mohd. Zahid bin Mohd. Noordin; and Tan Sri Dato Md Desa bin Pachi. The following investment committee members of all the unit trust funds managed by AMB are also investment committee members for the following unit trust funds managed by ASNB: Tun Ahmad Sarji bin Abdul Hamid for all unit trust funds managed by ASNB except for Amanah Saham Wawasan 2020; and Tan Sri Dato Md. Desa bin Pachi for all unit trust funds managed by ASNB except for Amanah Saham Wawasan Previously, the appointment of the investment committee members for all other unit trust funds managed by ASNB and AMB had been approved by the SC. 6

9 16. Consent The Trustee has given and has not subsequently withdrawn its consent for the inclusion of their name in which it appears in this First Supplementary Prospectus. (The remainder of this page is intentionally left blank) 7