INFORMATION MEMORANDUM

Transcription

1 INFORMATION MEMORANDUM MAYBANK INCOME PLUS FUND 1 (Constituted by way of Deed on 28 August 2015) Manager Maybank Asset Management Sdn Bhd ( M) Trustee TMF Trustees Malaysia Berhad ( W) Launch Date: 22 September 2015 INVESTORS ARE ADVISED TO READ THE INFORMATION MEMORANDUM AND OBTAIN PROFESSIONAL ADVICE BEFORE SUBSCRIBING TO THE WHOLESALE FUND. UNITS OF THE MAYBANK INCOME PLUS FUND 1 CAN ONLY BE SOLD TO QUALIFIED INVESTORS.

2 Responsibility Statements This Info Memo has been seen and approved by the directors of Maybank Asset Management Sdn Bhd and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. Statements of Disclaimer The Securities Commission Malaysia has authorized the Fund, the subject of this Info Memo, and the authorization shall not be taken to indicate that the Securities Commission Malaysia recommends the investment. The Securities Commission Malaysia will not be liable for any non-disclosure on the part of the Manager and takes no responsibility for the contents of this Info Memo, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this Info Memo. 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 AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR PROFESSIONAL ADVISERS IMMEDIATELY. Additional Statements Investors are advised to note that recourse for false or misleading statements or acts made in connection with this Info Memo is directly available through sections 248, 249 and 357 of the Capital Markets and Services Act The Fund will not be offered for sale in the United States of America, its territories or possessions and all areas subject to its jurisdiction, or to any U.S. Person(s). Accordingly, investors may be required to certify that they are not U.S. Person(s) before making an investment in the Fund.

3 TABLE OF CONTENTS 1. CORPORATE DIRECTORY DEFINITIONS KEY DATA INVESTMENT OBJECTIVE INVESTMENT STRATEGY Investment Strategy Asset Allocation PERMITTED INVESTMENTS INVESTMENT RESTRICTION AND LIMIT GENERAL RISKS AND SPECIFIC RISKS OF THE FUND General Risks of Investing in the Fund Specific Risks of the Fund Risk Management Strategy and Technique PRICING POLICY VALUATION OF ASSETS PARTIES TO THE FUND Manager Functions and key personnel of the Manager Fund Management Team And Designated Fund Manager Manager s delegate Trustee Duties and Responsibilities of the Trustee Trustee s Statement of Responsibility SALIENT TERMS OF THE DEED Rights of the Unit Holders Liabilities of Unit Holders Termination of the Fund Power to call for a Meeting by Unit Holders ANTI-MONEY LAUNDERING POLICY IMPLEMENTATION OF GOODS AND SERVICES TAX ACT

4 1. CORPORATE DIRECTORY MANAGER REGISTERED OFFICE BUSINESS OFFICE BOARD OF DIRECTORS COMPANY SECRETARY MANAGER S DELEGATE REGISTERED OFFICE BUSINESS OFFICE TRUSTEE REGISTERED OFFICE AND BUSINESS OFFICE AUDITORS Maybank Asset Management Sdn Bhd ( M) 5 th Floor, Tower A, Dataran Maybank No. 1, Jalan Maarof Kuala Lumpur Tel No.: Level 12, Tower C, Dataran Maybank No. 1, Jalan Maarof Kuala Lumpur Tel No.: Fax No.: Datuk Mohaiyani Binti Shamsudin Datuk Karunakaran a/l Ramasamy Loh Lee Soon Nor Azamin bin Salleh Badrul Hisyam bin Abu Bakar Mohd Shariff bin Sulaiman Wan Maizuni Wan Mohamad (LS ) 5 th Floor, Tower A, Dataran Maybank No. 1, Jalan Maarof Kuala Lumpur Malayan Banking Berhad (3813-K) 14 th Floor, Menara Maybank 100, Jalan Tun Perak Kuala Lumpur 8 th Floor, Menara Maybank 100, Jalan Tun Perak Kuala Lumpur Tel No.: Fax No.: TMF Trustees Malaysia Berhad ( W) 10 th Floor, Menara Hap Seng No. 1 & 3, Jalan P. Ramlee Kuala Lumpur Tel No.: Fax No.: Ernst & Young (AF0039) Level 23A, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara Kuala Lumpur Tel No.: Fax No.:

5 TAX ADVISER SOLICITORS PRINCIPAL BANKER FEDERATION OF INVESTMENT MANAGERS MALAYSIA Ernst & Young Tax Consultants Sdn Bhd ( K) Level 23A, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara Kuala Lumpur Tel No.: Fax No.: /78 Naqiz & Partners No. 42A, Lorong Dungun Damansara Heights Kuala Lumpur Malayan Banking Berhad (3813-K) Menara Maybank 100, Jalan Tun Perak Kuala Lumpur Federation of Investment Managers Malaysia (FIMM) , 6 th Floor, Wisma Tune No. 19, Lorong Dungun Damansara Heights Kuala Lumpur Tel No.: Fax No.:

6 2. DEFINITIONS In this Info Memo, the following abbreviations or words shall have the following meanings unless otherwise stated: Act Bursa Malaysia Business Day Commencement Date Deed Deposit means the Capital Markets And Services Act 2007 as may be amended from time to time. means the stock exchange managed and operated by Bursa Malaysia Securities Berhad ( W). means a day on which Bursa Malaysia is open for trading. means the date on which the Fund first makes investments, which is the next Business Day immediately after the end of the offer period. means the deed in respect of the Fund and any other supplemental deed that may be entered into between the Manager and the Trustee. has the same meaning as defined in the Financial Services Act Fund means Maybank Income Plus Fund 1. Guidelines means the Guidelines on Wholesale Funds issued by the SC and any other relevant guidelines issued by the SC. Info Memo Launch Date LPD Manager/ Maybank AM Maturity Date, Maturity of the Fund or Fund s Maturity Net Asset Value or NAV of the Fund NAV per Unit refers to the information memorandum of this Fund. means the date of this Info Memo and is the date on which sales of Units of the Fund may first be made. means latest practicable date as at 31 August refers to Maybank Asset Management Sdn Bhd ( M). means the date on which the Fund automatically terminates and is the date, which is the first (1 st ) anniversary of the Commencement Date, if the date is not a Business Day, the Maturity Date, Maturity of the Fund or Fund s Maturity shall be the first Business Day following the date that is the first (1 st ) anniversary of the Commencement Date. means the total value of the Fund s assets minus its liabilities at the valuation point. For the purpose of computing the annual management fee and annual trustee fee, it should include the management fee and the trustee fee for the relevant week. means the NAV of the Fund divided by the total number of Units in circulation at the valuation point. 3

7 Qualified Investor refers to:- (a) an individual whose total net personal assets, or total net joint assets with his or her spouse, exceed RM3 million or its equivalent in foreign currencies, excluding the value of the individual s primary residence; (b) an individual who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months; (c) an individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies in the preceding 12 months; (d) a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts; (e) a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies; (f) a unit trust scheme or prescribed investment scheme; (g) a private retirement scheme; (h) a closed-end fund; (i) a company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies; (j) a corporation that is a public company under the Companies Act 1965 which is approved by the SC to be a trustee under the Act and has assets under management exceeding ten million ringgit or its equivalent in foreign currencies; (k) a statutory body established by an Act of Parliament or an enactment of any State; (l) a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967; (m) a holder of a capital markets services licence; (n) a licensed institution; (o) Islamic bank; (p) an insurance company licensed under the Financial Services Act 2013; (q) a takaful operator registered under the Islamic Financial Services Act 2013; (r) a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010; and 4

8 (s) an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act RM SC Special Resolution Trustee Unit Unit Holder(s) U.S. (United States) Person(s) means Ringgit Malaysia. refers to the Securities Commission Malaysia. means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed and carried by a majority in number representing at least threefourths of the value of the Units held by the Unit Holders voting at the meeting in person or by proxy. refers to TMF Trustees Malaysia Berhad ( W). refers to a measurement of the right or interest of a Unit Holder in the Fund including a fraction of a Unit. means the person registered as a holder of a Unit or Units including persons jointly registered for the Fund. means: (a) a U.S. citizen (including those who hold dual citizenship or a greencard holder); (b) a U.S. resident alien for tax purposes; (c) a U.S. partnership; (d) a U.S. corporation; (e) any estate other than a non-u.s. estate; (f) any trust if: (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust; and (ii) one or more U.S. Persons have the authority to control all substantial decisions of the trust; (g) any other person that is not a non-u.s. Person; or (h) any definition as may be prescribed under the Foreign Account Tax Compliance Act, as may be amended from time to time. 5

9 3. KEY DATA INFORMATION ON THE FUND The Fund Maybank Income Plus Fund 1. Fund Category Money market (close-ended). Fund Type Income*. Offer Period *Note: There will not be any distribution of income during the tenure of the Fund as distribution will only be made upon Maturity of the Fund. A period of not more than forty-five (45) calendar days from the Launch Date of the Fund. The offer period may be shortened by the Manager in the event the Fund is fully subscribed or where the Manager determines that it is in the best interests of the Unit Holders. In the event the offer period is shortened, Unit Holders will be notified by the Manager in writing. Maturity Date of the Fund Offer Price Investment Objective Investment Strategy Units of the Fund are only available for purchase during the offer period. Means the date on which the Fund automatically terminates and is the date, which is the first (1 st ) anniversary of the Commencement Date, if the date is not a Business Day, the maturity date shall be the first Business Day following the date that is the first (1 st ) anniversary of the Commencement Date. RM1.00 per Unit. The Fund seeks to generate returns by investing in money market instruments and Deposits. To achieve its investment objective, the Manager will invest a minimum of 70% to a maximum of 99.5% of the NAV of the Fund in RM denominated money market instruments and/or non-rm denominated money market instruments and RM denominated Deposits and/or non-rm denominated Deposits. The remaining balance will be held in liquid assets such as a current account with a financial institution. Asset Allocation Asset Class Money market instruments and Deposits Liquid assets such as a current account with a financial institution % of the NAV of the Fund Minimum 70% to a maximum of 99.5% Remaining balance of the Fund s NAV Benchmark Maybank 12 month conventional fixed deposit rate. 6

10 Maybank 12 month conventional fixed deposit rate can be obtained from Financial Year End Distribution Policy The benchmark is fixed at the Commencement Date of the Fund. The risk profile of the Fund is different from the risk profile of the benchmark. The financial year shall commence on the Commencement Date of the Fund and end on the Maturity Date of the Fund. Distribution of the Fund will be made upon Maturity of the Fund. The source of income, if any, for the purpose of distribution shall be derived from the realized income and/or gain. Distribution Mode Communication with Unit Holders At the Maturity Date of the Fund, the Manager will distribute all the income of the Fund to the Unit Holders. In the event the Maturity Date falls on a non-business Day, the Maturity Date shall be the first Business Day following the date that is the first anniversary of the Commencement Date. Income is expected to be paid to the Unit Holders within thirty (30) days from the Maturity Date of the Fund. Statement of Accounts A Unit Holder s statement showing details of the amount invested in the Fund shall be made available to the Unit Holders on a monthly basis, twenty one (21) days after every month s end. Unit Price Unit Holders will be able to obtain the Unit price of the Fund from at 1.00 p.m. two (2) Business Days after the Fund s valuation point. The Unit price of the Fund would also be made available upon request by the Unit Holders. Financial Reports The Manager will provide Unit Holders with an annual report within two (2) months of the Fund s financial year-end and quarterly reports within two (2) months of the end of the period covered. A financial statement audited by the Fund s appointed auditors will be included in the annual report. The Trustee will prepare a report to Unit Holders in the annual report stating its opinion on the conduct of the Manager, in particular whether the Manager had managed the Fund in accordance with the limitation on its investment powers as set out in the Deed and whether the Manager had acted in accordance with the Deed and the Guidelines. The quarterly and annual reports shall provide Unit Holders with a regular snapshot of the key risk factors faced by the Fund and the Fund s investment outlook for that reporting period. They are to contain, inter alia, the Fund s financial performance, market outlook, changes in key investment team, details on portfolio exposure and information on the Fund performance and volatility, whichever is applicable. 7

11 TRANSACTION DETAILS Minimum Initial Investment Minimum Additional Investment Minimum Holdings Minimum Redemption Amount Transfer Facility Switching Facility Subscription of Units RM50,000 RM10,000 during the offer period. 50,000 Units There is no restriction on the number of Units a Unit Holder can redeem. Not allowed. Not allowed. Subscription of Units can only be made during the offer period. Redemption of Units and payment of Redemption Proceeds For any purchase application received via fax notification by the Manager as well as cleared funds received on or before the cut off time of a.m. on a Business Day during the offer period, the Units would be created based on the offer price. 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. No Units will be sold after the offer period. Redemption request/application can be made once a week on every Wednesday. If Wednesday is not a Business Day, the redemption request/application can be made on the next Business Day. For any redemption application received or deemed to have been received via fax notification by the Manager on or before the cut-off time of 4.30 p.m., the Units would be cancelled based on the NAV per Unit as at the next valuation point after the request for redemption of Units is received and accepted by the Manager. Any redemption application received or deemed to have been received after this cut-off time would be considered as being transacted the following week on Wednesday. Redemption proceeds will be paid out within ten (10) calendar days to the Unit Holder s segregated personal or corporate banking account. FEES AND CHARGES Sales Charge Redemption Charge Switching Fee Transfer Fee Annual Management Fee Transaction costs such as charges for telegraphic transfers, if any, will be borne by the Unit Holders and set-off against the redemption proceeds. Up to 0.8% of the offer price. Up to 3% of the NAV per Unit. Not applicable. Not applicable. Not applicable. 8

12 Annual Trustee Fee Fund Expenses 0.01% per annum of the NAV of the Fund, subject to a minimum of RM10,000 per annum and a maximum of RM120,000 per annum, calculated and accrued weekly and payable monthly to the Trustee. Only fees and expenses that are directly related and necessary in operating and administering the Fund may be charged to the Fund as stated in and in accordance to the Deed. Prospective Unit Holders should read and understand the contents of the Info Memo and, if necessary, consult their adviser(s). There are fees involved and investors are advised to consider the fees before investing in the Fund. 4. INVESTMENT OBJECTIVE The Fund seeks to generate returns by investing in money market instruments and Deposits. 5. INVESTMENT STRATEGY 5.1 Investment Strategy To achieve its investment objective, the Manager will invest a minimum of 70% to a maximum of 99.5% of the NAV of the Fund in RM denominated money market instruments and/or non-rm denominated money market instruments and RM denominated Deposits and/or non-rm denominated Deposits. The remaining balance will be held in liquid assets such as a current account with a financial institution. The Fund intends to diversify the investments across differing currencies to manage currency risk. The foreign markets that the Fund seeks to invest in include, but are not limited to the following: Australia Bahrain Brazil France Germany Hong Kong Indonesia Italy Netherlands Philippines Singapore Spain South Africa Thailand United Arab Emirates United Kingdom United States of America Vietnam 9

13 Cambodia When investing in foreign markets which require prior permission or approval such as in the form of an investment licence, investor code or investor registration, the Fund should obtain such necessary permission or approval in order to invest in such markets. In the event such permission or approval is not obtained, the Manager shall not invest in that particular foreign market. At the Maturity Date of the Fund, the Manager will sell all the assets of the Fund, and return all proceeds to the Unit Holder within thirty (30) days from the Maturity Date of the Fund after deducting the applicable expenses and fees in relation to the Fund. At the maturity of each instrument, the issuer of the instrument would be obligated to return to the Fund the face value (i.e. notional amounts) of the instrument and income distribution, if any, provided that there is no occurrence of a default by the issuer. In the event the Maturity Date falls on a non Business Day, the redemption will be processed on the following Business Day after the Maturity Date. 5.2 Asset Allocation Asset Class Money market instruments and Deposits Liquid assets such as a current account with a financial institution % of the NAV of the Fund Minimum 70% to a maximum of 99.5% Remaining balance of the Fund s NAV 6. PERMITTED INVESTMENTS Unless otherwise prohibited by the relevant authorities or any relevant laws and provided always that there is no inconsistency with the investment objective of the Fund, the Fund will invest in the following permitted investments: (1) Money market instruments; (2) Deposits; (3) Derivatives such as forward contracts or cross currency swaps for hedging purposes; and (4) Any other investments which are in line with the Fund s objective. 7. INVESTMENT RESTRICTION AND LIMIT (1) The Fund s investments in money market instruments and Deposits with any single financial institution must not exceed 99.5% of the Fund s NAV. (2) The Fund s exposure from its derivatives position must not exceed the Fund s NAV at all times. The Fund is not subjected to any investment restriction. 10

14 8. GENERAL RISKS AND SPECIFIC RISKS OF THE FUND 8.1 General Risks of Investing in the Fund (a) Market Risk The value of investment may increase or decrease due to changes in market factors such as uncertainties in the economy, political and social environment that impact large portions of the market. Hence, the Manager will monitor the financial markets closely and act on any adverse news accordingly. (b) Management Risk The performance of the Fund is very much dependent on the experience, expertise, investment techniques and investment decisions of the fund manager while the quality of management is also dependent on internal circumstances such as operational and system matters within the Manager. Poor management of the Fund would adversely affect the Fund s performance and jeopardise investment of Unit Holders. In order to mitigate this risk, the implementation of internal controls and a structured investment process and operational procedures has been put in place by the Manager. (c) Inflation Risk Inflation creates uncertainties over the future value of investments. There is a risk that the Fund may generate a return on investment lower than the inflation rate. This would reduce investors purchasing power per RM even though the nominal value of the investment in monetary terms has increased. (d) Non-Compliance Risk This risk refers to the possibility that the Manager may not follow the provisions set out in this Info Memo or the Deed or the laws, rules, guidelines or internal operating policies which governs the Fund. Non-compliance may occur directly due to factors such as human error or system failure and can also occur indirectly due to amendment on the relevant regulatory frameworks, laws, rules, and other legal practices affecting the Fund. This risk may result in operational disruptions and potential losses to the Fund. The Manager aims to mitigate this risk by placing stringent internal policies and procedures and compliance monitoring processes to ensure that the Fund is in compliance with the relevant fund regulations or guidelines. (e) Loan Financing Risk The price of Units fluctuates according to the value of the underlying portfolio. Investors should assess the inherent risk of investing with borrowed money which should include the following: i) The ability to service the loan repayments and the effect of increase in interest rates on loan repayments; and ii) (in a case where Units are used as collateral to the loan) the ability to provide additional collateral should Unit prices fall beyond a certain level. Investors are discouraged from financing the purchase of Units via borrowings and should assess the inherent risk of investing with borrowed money as returns are not guaranteed. 11

15 (f) Returns are not Guaranteed Investor should be aware that there is no guarantee of any income distribution or capital appreciation by investing in the Fund. Unlike fixed deposits placed directly by the investors into any financial institutions which carry a specific rate of return, the Fund does not provide a fixed rate of return. 8.2 Specific Risks of the Fund (a) Default risk This risk is associated to the creditworthiness of a financial institution or an issuer and its expected ability to make timely payments of interest and/or principal. In the event a financial institution or an issuer defaults on its obligations, i.e. unable to service timely payments of interest and/or pay the principal amount upon maturity, this may result in the loss of capital and/or income, thus reducing the value of the Fund. The Manager will conduct ongoing monitoring of the financial institution s or issuer s credit ratings. (b) Interest rate risk The return of Deposits moves in tandem with fluctuations in interest rates. In the event of a decrease in interest rates, the returns of any new placements in Deposits will also decrease. When interest rates rise, interest income for any new placements in Deposits will also increase. Note: Since the Fund adopts the accrual accounting approach for its valuation of Deposits, there will not be any mark-to-market gain or loss due to interest rate movements. Based on the accrual valuation approach, all Deposits placed with financial institutions will be valued each Business Day by reference to the principal value of such Deposits and the interests will be accrued daily for the relevant period. Changes in interest rates will also impact the prices of money market instruments. In general, the prices of money market instruments are inversely related to the movement of interest rates. Higher interest rates will drive the prices of money market instruments lower. Interest rate risk can be mitigated if the money market instruments are held to maturity. (c) Liquidity risk Liquidity risk refers to the lack of ease which an investment can be liquidated at or near its fair value, depending on the volume traded on the market. It may occur when the Fund holds investments which are thinly traded, and if at the same time, the Fund experiences large redemptions, which in turn, would require the selling of investments at a point in time when prices are unfavourable due to insufficient buyers in the market at the actual or desired prices. The Manager may also be required to prematurely unwind its investments resulting in foregone interest, thus reducing the Fund s potential returns. The risk is mitigated by diversifying the investment across various tenors. (d) Country Risk Country risk refers to the risks specific to a country which the Fund invests in. Such risks include changes in a country s political, social, economic and capital control conditions. The Fund is exposed to country risk through its investment exposures in non-rm denominated money market instruments and 12

16 non-rm denominated Deposits. The Manager attempts to mitigate this risk by diversifying the Fund s country exposures. (e) Currency Risk This risk is associated with investments that are quoted and/or priced in foreign currency, which may be different from the base currency of the Fund. The investment values are all subject to currency translation risk between RM and foreign currencies. Investors should be aware that when foreign currencies move unfavourably against the RM, investments denominated in foreign currencies may suffer currency losses when converted to RM, which will have an adverse effect on the NAV of the Fund and vice versa. In order to mitigate this risk, the Manager may diversify the investments across differing currencies. (f) Hedging Risk The Manager will use derivatives to hedge the Fund s portfolio from certain anticipated losses such as those resulting from unfavourable exchange rate and interest rate movements. However, every hedge comes with a cost. In a move to mitigate the risk of uncertainty, the Fund is now exposed to the risk of opportunity loss. Once hedged, the Fund cannot take full advantage of favourable exchange rate and interest rate movements. If the exposure which the Fund is hedging against makes money, the act of hedging would have typically reduced the potential returns of the Fund. On the other hand, if the exposure which the Fund is hedging against makes a loss, the act of hedging would have reduced the potential losses of the Fund. (g) Mismatch Risk This risk arises when there is a mismatch between the Maturity Date of the Fund and the instruments which the Fund holds. A mismatch of maturity may potentially result in a loss to the Fund. For example, if the Fund matures on 31 December 2015 (1 year from the Commencement Date of 31 December 2014) but the Fund is holding a money market instrument that matures only in When the Fund matures, the Fund is forced to sell the money market instrument at the current market price (31 December 2015) which may be lower than the par value of the money market instrument had the money market instrument been held until (h) Concentration risk The Fund may invest a maximum of 99.5% of the NAV of the Fund in money market instruments and Deposits with a single financial institution, exposing it to concentration risk. In the event that investments are solely made with one single financial institution, the Fund s value and/or performance will be entirely dependent on the performance and credit of only one particular financial institution. Investors should be aware of the Fund s possible concentration in exposure to a particular financial institution when investing in this Fund. In the event that the single licensed financial institution faces any economic or financial instability that may result in the default of interest and principal payment, investors may be exposed to capital and income losses. 8.3 Risk Management Strategy and Technique The Manager seeks to mitigate the risks associated with the Fund by imposing internal controls and compliance monitoring. This includes monitoring the interest rate 13

17 environment and monitoring the creditworthiness of the financial institutions and/or issuers. Investors are advised to read the Info Memo and obtain professional advice before subscribing to the Fund. It is important to note that events affecting the investments cannot always be foreseen. Therefore, it is not always possible to protect your investment against all risks. The investments of the Fund carry risks and we recommend that you read the whole Info Memo to assess the risks of the Fund. 9. PRICING POLICY NAV The NAV of the Fund is determined by deducting the value of all the Fund s liabilities from the value of all the Fund s assets, as at the valuation point. For the purpose of computing the trustee fee, the NAV of the Fund should be inclusive of the trustee fee for the relevant week. The NAV per Unit is determined when the NAV of the Fund is divided by the total number of Units in circulation at the valuation point. Selling Price The selling price of Units is fixed at the offer price during the offer period. The selling price does not include any sales charge. Sales charge, if any, will be computed separately. Redemption Price The redemption price of Units is fixed at the offer price during the offer period. After the offer period, the redemption price is the NAV per Unit as at the next valuation point of the Fund (forward pricing) after a redemption request is received by the Manager. The redemption price does not include any redemption charge. Redemption charge, if any, will be computed separately. 10. VALUATION OF THE FUND Valuation Point of the Fund The valuation point of the Fund is at 5.00 p.m. every Wednesday. If Wednesday is not a Business Day, the valuation point of the Fund will be at 5.00 p.m. on the following Business Day. However, certain foreign markets in which the Fund may invest in have different time zones from that of Malaysia. Accordingly, the valuation of the Fund will only be completed by 5.00 p.m. on the next Business Day ( T+1 ), when the closing prices of the foreign markets would be available. As such, the price of the Fund will be published two (2) Business Days later. 14

18 Valuation of Assets The Manager shall ensure that the assets of the Fund are valued fairly and appropriately. Deposits placed with financial institution(s) will be valued weekly by reference to the principal value of such Deposits and the interests and/or profit accrued thereon for the relevant period. Money market instruments are valued weekly at cost, adjusted for amortisation of premium on accretion of discount over their par value at the time of acquisition, less provision for any diminution in value. Derivatives are marked-to-market on a weekly basis, where possible. Otherwise the derivative positions will be valued at fair value, as determined in good faith by the Manager based on methods or bases which have been verified by the auditor and approved by the Trustee. Foreign Exchange Translation Foreign exchange translation of foreign investments for a particular Business Day is determined based on the bid exchange rate quoted by Bloomberg at UK time 4.00 p.m. which is equivalent to p.m. or a.m. midnight (Malaysia time) on the same day, or such other time as prescribed by FIMM or any relevant laws. 11. PARTIES TO THE FUND 11.1 Manager The Manager is a member of Malayan Banking Berhad Group ( Maybank Group ) and was established on 5 March 1997 following the corporatization of the Investment Department of Maybank Investment Bank Berhad ( MIB ). MIB, which was incorporated on 28 September 1973, is the investment banking arm of the Maybank Group. The Manager is wholly-owned by Maybank Asset Management Group Berhad, a wholly-owned subsidiary of Maybank. The Manager is a holder of a capital markets services licence under the Act. The Manager has over 30 years of experience including the period prior to its corporatization at MIB in managing investments ranging from equities, fixed income securities, money market instruments to unit trust funds and wholesale funds mainly on behalf of corporations, institutions, insurance and takaful companies and individuals. As at LPD, the Manager s total assets under management is approximately RM billion which includes twenty (20) wholesale funds and nine (9) unit trust funds. As at LPD, Maybank AM has staff strength of fifty-two (52) personnel comprising of fifty-one (51) executives and one (1) non-executive. Board of Directors: Datuk Mohaiyani Binti Shamsudin Datuk Karunakaran a/l Ramasamy Loh Lee Soon Nor Azamin bin Salleh Badrul Hisyam bin Abu Bakar Mohd Shariff bin Sulaiman 15

19 Functions and key personnel of the Manager The Manager holds a capital markets services licence and is responsible for the day to day management of the Fund in accordance with, amongst others, the provisions of the Deed, the Act, the relevant SC s guidelines and the Manager s internal policies; and for the development and implementation of appropriate investment strategies. The main tasks performed by the Manager include: (a) (b) (c) (d) (e) (f) Selecting and managing investments of the Fund; Executing, supervising and valuing investments of the Fund; Conducting the sale and redemption of Units in the Fund; Issuing reports on the Fund s performance; Distributing income to Unit Holders; and Keeping proper records of the Fund. The Manager s key personnel are as follows: Badrul Hisyam bin Abu Bakar (Chief Executive Officer) Abdul Razak bin Ahmad (Chief Investment Officer) Fatimatul Zainulha Mohamed Isa (Head of Compliance) Christopher Geh (Regional Head of Sales and Marketing) Wan Khatijah Wan Ahmad (Head of Fund Accounting and Operations) Fund Management Team And Designated Fund Manager The Manager s key members of the fund management team comprise the following: Suzana Thosam Abdul Razak bin Ahmad The Manager s fund management team formulates, establishes and implements investment strategies and policies. The fund management team will review and monitor the success of these strategies and policies using predetermined benchmarks towards achieving a proper performance for the Fund. The fund management team will also ensure investment guidelines and regulations are complied with. The fund management team will meet at least once a month or more should the need arise. The profile of the designated fund manager is as follows: Suzana Thosam Suzana Thosam, money market executive, is the designated fund manager for the Fund. She joined the Manager in December She has 20 years of experience in the fund management industry. Prior to joining the Manager, she was working at RHB Investment Management Sdn Bhd (now known as RHB Asset Management Sdn Bhd) for 10 years in various units such as operation department, administration and accounting unit. She is a holder of capital markets services representative s licence Manager s delegate The Manager has delegated its back office functions (i.e. the fund accounting and valuation function, clearing and settlement and maintenance of the register of unit holders) to Maybank Securities Services which is a unit within Malayan Banking Berhad ( MBB ). MBB was incorporated in Malaysia on 31 May 1960 and has been offering registrar and transfer agency services since late In 2013, MBB expanded its suite of services to include fund accounting and valuation services. 16

20 11.2 Trustee TMF Trustees Malaysia Berhad (Company No W) was incorporated in Malaysia on 1 April 2003 under the Companies Act 1965 and registered as a trust company under the Trust Companies Act 1949 on 9 October Its registered and business address is at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, Kuala Lumpur, Malaysia. The Trustee is part of TMF Group, an independent global service provider in the trust and fiduciary sector. The group has more than 120 offices in 80 jurisdictions in the world. The Trustee started in Malaysia in 1992 with its first office in Labuan International Business Financial Centre (IBFC), providing trust and fiduciary services. The Kuala Lumpur office was established in 2003 to support the Labuan office in servicing Malaysian clients and to undertake domestic trust business Duties and Responsibilities of the Trustee The Trustee s main functions are to act as trustee and custodian of the assets of the Fund and to safeguard the interests of Unit Holders of the Fund. In carrying out these functions and duties, the Trustee has to exercise all due care, skills, diligence and vigilance and is required to act in accordance with the provisions of the Deed, all relevant laws and the Guidelines. Apart from being the legal owner of the Fund s assets, the Trustee is also responsible for ensuring that the Manager performs its duties and obligations in accordance with the provisions of the Deed, all relevant laws and the Guidelines Trustee s Statement of Responsibility The Trustee has given its willingness to assume the position as Trustee of the Fund and all the obligations in accordance with the Deed, all relevant laws and the Guidelines. 12. SALIENT TERMS OF THE DEED 12.1 Rights of the Unit Holders A Unit Holder has the right, amongst others: (a) (b) (c) (d) (e) to receive distribution of income (if any); to participate in any increase in the value of the Units; to call for Unit Holders meetings, and to vote for the removal of the Trustee through Special Resolution; to receive annual and quarterly reports of the Fund; and to enjoy such other rights and privileges as set out in the Deed. No Unit Holder shall be entitled to require the transfer to him of any of the assets of the Fund or be entitled to interfere with or question the exercise by the Trustee, or the Manager on its behalf, of the rights of the Trustee as the registered owner of such assets Liabilities of Unit Holders No Unit Holder is liable for any amount in excess of the purchase price paid for the Units as determined in accordance to the Deed at the time the Units were purchased. 17

21 A Unit Holder shall not be under any obligation to indemnify the Manager and/or the Trustee in the event that the liabilities incurred by the Manager and/or the Trustee in the name of or on behalf of the Fund pursuant to and/or in the performance of the provisions of the Deed exceed the value of the assets of the Fund, and any right of indemnity of the Manager and/or the Trustee shall be limited to recourse to the Fund Termination of the Fund The Fund shall be terminated or wound up on the Maturity Date of the Fund or should a Special Resolution be passed at a Unit Holders meeting to terminate or wind up the Fund Power to call for a Meeting by Unit Holders A Unit Holders meeting may be called by the Manager, Trustee and/or Unit Holders. Any such meeting must be convened in accordance with the Deed and/or the Guidelines. The Unit Holders may apply to the Manager to summon a meeting for any purpose including without limitation, for the purpose of: (a) (b) (c) (d) (e) requiring the retirement or removal of the Manager; requiring the retirement or removal of the Trustee; considering the most recent financial statements of the Fund; giving to the Trustee such directions as the meeting thinks proper; or considering any matter in relation to the Deed, provided always that the Manager shall not be obliged to summon such a meeting unless a direction has been received from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is the lesser number. Every question arising at any meeting shall be decided in the first instance by a show of hands unless a poll is demanded or if it be a question which under the Deed requires a Special Resolution, in which case a poll shall be taken. On a show of hands every Unit Holder who is present or by proxy shall have one vote. The quorum for a meeting of Unit Holders is five (5) Unit Holders, whether present in person or by proxy, provided always that if the Fund has five (5) or less Unit Holders, the quorum required for a meeting of the Unit Holders shall be two (2) Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least twenty five per centum (25%) of the Units in circulation of the Fund at the time of the meeting. 13. ANTI-MONEY LAUNDERING POLICY The Manager has established a set of policies and procedures to prevent money laundering activities and to report transactions if it appears to be suspicious, in compliance with the provisions of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act, 2001 ( AMLA ). In view of these, the Manager has the duty to ensure the following are strictly adhered to:- i) Compliance with laws: the Manager shall ensure that laws and regulations are adhered, the business is conducted in conformity with high ethical standards and that service is not provided where there is good reason to suppose that transactions are associated with money laundering activities. 18

22 ii) iii) iv) Co-operation with law enforcement agencies: The Manager shall co-operate fully with law enforcement agencies. This includes taking appropriate measures such as disclosure of information by us to the Financial Intelligence and Enforcement Department of Bank Negara Malaysia. Policies, procedures and training: The Manager shall adopt policies consistent with the principles set out under the AMLA and ensure that the staff is informed of these policies and provide adequate training to such staff on matters provided under the AMLA. Know your customer: The Manager shall obtain satisfactory evidence of the customer s identity and have effective procedure for verifying the bona fides of the customer. 14. IMPLEMENTATION OF GOODS AND SERVICES TAX ACT 2014 All fees and charges payable to the Manager and the Trustee are subject to goods and services tax as may be imposed by the government or other authorities from time to time. 19