INFORMATION MEMORANDUM
IN RESPECT OF THE
KENANGA CASH FUND
Manager:
Kenanga Investors Berhad (353563-P)
Trustee:
CIMB Commerce Trustee Berhad (313031-A)
(formerly known as BHLB Trustee Berhad)
This Information Memorandum is dated 22 March 2013
Investors are advised to read and understand the contents of this Information
Memorandum. If in doubt, please consult a professional adviser.
TABLE OF CONTENTS
Page No.
RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER
IV
CORPORATE DIRECTORY
V
DEFINITION
1
CHAPTER 1: KEY DATA
5
CHAPTER 2: RISK FACTORS
9
CHAPTER 3: FUND INFORMATION
11
3.1
Investment Objective
11
3.2
Investment Policy and Strategy
11
3.3
Asset Allocation
11
3.4
Benchmark
11
3.5
Risk Management
12
3.6
Permitted Investments
12
3.7
Investment Restrictions and Limits
12
3.8
Income Distribution and Distribution Options
13
3.9
Valuation of the Assets of the Fund
13
CHAPTER 4: FEES, CHARGES AND EXPENSES
14
4.1
Sales Charge
14
4.2
Redemption Charge
14
4.3
Switching Fee
14
4.4
Management Fee
14
4.5
Trustee Fee
14
4.6
Other Expenses Directly Related to the Fund
14
4.7
Reduction / Waiver of Fees
15
i
CHAPTER 5: TRANSACTION INFORMATION
16
5.1
Pricing Policy
16
5.2
Valuation Point of the Fund
16
5.3
Illustration on the computation of NAV and how the Management Fee and Trustee Fee are
calculated
16
5.4
Subscription of Units
16
5.5
Redemption of Units
17
5.6
Switching of Units
17
5.7
Periodic Reporting to Unit Holders
18
CHAPTER 6: MANAGEMENT COMPANY
19
6.1
The Manager
19
6.2
Functions of the Manager
19
6.3
Financial Position of the Manager
19
6.4
Board of Directors
20
6.5
The Investment Committee
22
6.6
The Management Team
22
6.7
The Investment Teams
24
6.8
Material Litigation
26
6.9
Conflict of Interest
26
6.10 Retirement and Removal of Manager
27
CHAPTER 7: TRUSTEE
28
7.1
Background of the Trustee
28
7.2
Financial position of the Trustee
28
7.3
Experience in Trustee Business
28
7.4
The Board of Directors
29
7.5
Key Personnel of the Trustee
29
7.6
Trustee’s Declaration
29
7.7
Duties and responsibilities of the Trustee
30
7.8
Trustee’s Statement of Responsibility
30
7.9
Trustee’s Delegate
30
ii
7.10 Material Litigation & Arbitration
30
7.11 Retirement and Removal of the Trustee
31
CHAPTER 8: RIGHTS AND LIABILITIES OF UNIT HOLDERS
32
8.1
Unit Holders’ Rights
32
8.2
Unit Holders’ Liabilities
32
CHAPTER 9: POWER TO CALL FOR UNIT HOLDERS’ MEETINGS
33
9.1
Meetings Directed by the Unit Holders
33
9.2
Meetings Summoned by the Trustee
33
9.3
Meetings Summoned by the Manager
33
9.4
Provisions Governing Unit Holders’ Meetings
33
9.5
Termination of the Fund
35
CHAPTER 10: OTHER INFORMATION
37
10.1 Unclaimed Moneys Policy
37
10.2 Anti Money Laundering Policy
37
10.3 Regulatory Approval
37
10.4 No Guarantee
37
10.5 Enquiries
38
iii
RESPONSIBILITY STATEMENTS AND STATEMENTS OF
DISCLAIMER
This Information Memorandum has been seen and approved by the directors of Kenanga
Investors Berhad 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.
The Securities Commission Malaysia has approved the issue, offer or invitation in respect of
the Kenanga Cash Fund, the subject of this Information Memorandum, and the approval
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
Kenanga Investors Berhad and takes no responsibility for the contents of the Information
Memorandum, 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 Information Memorandum.
iv
CORPORATE DIRECTORY
Manager
Name:
Registered Office:
Business Address:
Telephone number:
Facsimile number:
Customer Service
Hotline:
Email Address:
Website:
Kenanga Investors Berhad (353563-P)
8th Floor, Kenanga International
Jalan Sultan Ismail
50250 Kuala Lumpur
Suite 12.02, 12th Floor
Kenanga International
Jalan Sultan Ismail
50250 Kuala Lumpur
03-2057 3688
03-2161 8807 / 03-2713 5868
1-800-88-3737
info.trust@kenanga.com.my
www.kenangainvestors.com.my
Board of Directors
Datuk Syed Ahmad Alwee Alsree (Chairman)
Syed Zafilen Syed Alwee (Independent Director)
YM Raja Dato’ Seri Abdul Aziz bin Raja Salim (Independent Director)
Vivek Sharma (Independent Director)
Bruce Kho Yaw Huat
Abdul Razak bin Ahmad
Peter John Rayner
Investment Committee
Bruce Kho Yaw Huat (Chairman)
Syed Zafilen Syed Alwee (Independent Member)
Vivek Sharma (Independent Member)
Abdul Razak bin Ahmad
Peter John Rayner
Company Secretary
Name:
Business Address:
Telephone number:
Facsimile number:
Norliza Abd Samad (MAICSA 7011089)
9th Floor, Kenanga International
Jalan Sultan Ismail
50250 Kuala Lumpur.
03-2164 9080
03-2161 4990
v
Trustee
Name:
Registered Office:
Business Address:
Telephone number:
Facsimile number:
Trustee’s Delegate
Name:
Registered Office:
Business Address
Telephone number:
Facsimile number:
Auditors for the Fund
Name:
Address:
Telephone number:
Facsimile number:
CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee
Berhad) (313031-A)
5th Floor, Bangunan CIMB
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Malaysia
Level 7, Wisma Amanah Raya Berhad
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Malaysia
03-2084 8888
03-2095 5473
(Custodian Functions)
CIMB Group Nominees (Tempatan) Sdn Bhd (274740-T)
5th Floor, Bangunan CIMB
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Level 7 ,Wisma Amanah Raya Berhad
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
03-2084 8888
03-2093 3720
Ernst & Young
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
03-7495 8000
03-7495 7908
Tax Advisers for the Fund
Name:
Ernst & Young Tax Consultants Sdn Bhd (179793-K)
Address:
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
Telephone number:
03-7495 8000
Facsimile number:
03-2095 5332
Solicitors
Name:
Address:
Telephone number:
Facsimile number:
Raja, Darryl & Loh
18th Floor, Wisma Sime Darby
Jalan Raja Laut
50350 Kuala Lumpur
03-2694 9999
03-2698 4759
vi
DEFINITION
the Act or CMSA
The Capital Markets and Services Act 2007.
BAFIA
The Banking and Financial Institutions Act 1989.
Business Day
A day on which banks in Kuala Lumpur are open for normal
business.
BNM
Bank Negara Malaysia.
Cash Produce
In respect of any particular period, means all income and
capital of the Fund for that period and includes all cash
received by the Trustee in the form of:
(a)
dividends, bonuses and interests;
(b)
fees or charges charged by the Fund;
(c)
the proceeds of sale of rights and other cash received
pursuant to Clause 8.1.6 of the Deed; and paragraph
(b) of Clause 8.1.3 of the Deed;
(d)
any profit from the sale of the assets of the Fund; and
(e)
any other sum having the nature of capital or income
which the Manager and Trustee, having consulted the
auditor of the Fund, deem to be Cash Produce.
Deed
The deed entered into between the Manager and the
Trustee dated 16 August 2012 in respect of the Fund.
development financial
institution
Means a development financial institution prescribed by and
regulated under the Development Financial Institutions Act
2002.
Financial Year End
31st October.
financial institution
Means any of the following:
(i)
(ii)
(iii)
(iv)
(v)
a licensed bank;
a licensed investment bank;
an Islamic bank;
a development financial institution; or
a scheduled institution.
the Fund
The Kenanga Cash Fund, a wholesale fund issued pursuant
to the Guidelines.
Guidelines
The Guidelines on Wholesale Funds issued by the
Securities Commission.
1
Information Memorandum
This document, and includes any supplementary or
replacement Information Memorandums.
Initial Offer Period
A period when the Manager invites potential Investors to
participate in the Fund by subscribing for Units in the Fund,
during this period, Units are created, cancelled, sold and
repurchased at the Offer Price.
Islamic bank
Means a financial institution licensed or deemed to be
licensed under the Islamic Banking Act 1983.
licensed bank
Means a bank, including a banking and finance company,
licensed or deemed to be licensed pursuant to the BAFIA.
licensed investment bank
Means an investment bank licensed or deemed to be
licensed pursuant to the BAFIA.
MARC
Malaysian Rating Corporation Berhad.
Manager / Management
Company / KIB
Kenanga Investors Berhad (353563-P).
Management Fee
A percentage of the NAV of the Fund that is paid to the
Manager for managing the Fund.
medium-term
A period of between 1 to 2 years.
Net Asset Value or 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, at the valuation point. For the purpose of computing
the annual management fee and annual trustee fee, the
NAV of the Fund should be inclusive of the management fee
and the trustee fee for the relevant day.
NAV per Unit
Is the Net Asset Value of the Fund at a particular valuation
point divided by the number of Units in circulation at that
same valuation point.
Offer Price
means the price payable by an applicant for a Unit during
the Initial Offer Period.
Qualified Investors
Refers to:1. an individual whose total net personal assets exceed
RM3 million or its equivalent in foreign currencies;
2. a corporation with total net assets exceeding RM10
million or its equivalent in foreign currencies based on
the corporation’s audited accounts for its most recent
financial year;
3. a unit trust scheme or prescribed investment scheme as
defined under Section 2 of the CMSA;
4. a company registered as a trust company under the
Trust Companies Act 1949 which has discretion in the
investment of trust assets of a trust with total net assets
exceeding RM10 million or its equivalent in foreign
2
currencies;
5. a corporation that is a public company under the
Companies Act 1965 or under the laws of any other
country, which has been allowed by the SC to be a
trustee for the purposes of the CMSA and has discretion
in the investment of trust assets of a trust with total net
assets exceeding RM10 million or its equivalent in
foreign currencies;
6. a pension fund approved by the Director General of
Inland Revenue under section 150 of the Income Tax
Act 1967;
7. a holder of a Capital Markets Services License carrying
on the business of dealing in securities;
8. any other fund manager who holds a Capital Markets
Services License for the regulated activity of fund
management as defined under the Capital Markets and
Services Act 2007;
9. a person who acquires securities pursuant to an offer,
as principal, if the aggregate consideration for the
acquisition is not less than RM250,000 or its equivalent
in foreign currencies for each acquisition;
10. a licensed institution as defined under the BAFIA;
11. an Islamic bank as defined under the Islamic Banking
Act 1983; and
12. an insurance company licensed under the Insurance Act
1996.
RAM
RAM Rating Services Berhad.
RM or Ringgit Malaysia
The lawful currency of Malaysia.
relevant laws
Means laws, rules, regulations, guidelines, directives,
circulars, guidance notes and investment management
standards passed or issued by any relevant authority
relating to or connected with the fund management industry
in Malaysia.
scheduled institution
Means a corporation or any other organisation which carries
on building credit business, development finance business,
factoring business or leasing business but does not include
a co-operative society, a statutory body, a local authority, a
licensed bank, a licensed finance company, or a licensed
merchant bank carrying on the aforesaid businesses.
Securities Commission or
SC
The Securities Commission of Malaysia established under
the Securities Commission Act 1993.
short-term
A period of less than 1 year.
Special Resolution
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 three-fourths of the
value of the Units held by the Unit Holders voting at the
meeting in person or by proxy.
3
Trustee
CIMB Commerce Trustee Berhad (formerly known as BHLB
Trustee Berhad) (313031-A)
Trustee Fee
A percentage of the NAV of the Fund that is paid to the
Trustee for acting as the trustee for the Fund.
Unit
Is an undivided share in the beneficial interest and/or right in
the Fund and a measurement of the interest and/or right of
a Unit Holder in the Fund and means a Unit of the Fund.
Unit Holder / Investors
The Qualified Investors for the time being registered as the
holder of Units in the Fund.
General Words and Expressions
In this Information Memorandum, unless otherwise stated, monetary amounts are expressed
exclusive of government and statutory taxes (if any).
Any law, subsidiary legislation, guideline or regulation shall include any amendment,
modification, extension or re-enactment thereof.
4
CHAPTER 1: KEY DATA
This section contains a summary of the salient information about the Fund.
Information about the Fund
Name
Kenanga Cash Fund
Fund Type
Income
Fund Category
Money Market
Investment
Objective
The Fund seeks to provide Investors with regular income stream
while maintaining capital stability.
Note: Unless otherwise indicated by Unit Holders, any distributions
will be automatically reinvested as additional Units.
Investment Policy
and Strategy
The Fund seeks to achieve its objective by investing in deposits and
money market instruments.
The investment strategy will involve actively managing the
maturities of each investment to the extent possible to enhance the
returns of the Fund. The Fund will also be actively managed to
meet potential liquidity requirements of the Fund.
Asset Allocation
The Fund’s portfolio will be structured as follows:
• up to 100% of the NAV will be placed in deposits and money
market instruments, with at least 70% of the NAV placed in
deposits and/or money market instruments that have a
remaining maturity of 365 days or less.
Principal Risks
−
−
−
Benchmark
Maybank Overnight Repo Rate.
Interest Rate Risk
Liquidity Risk
Credit /Default Risk
Source: www.maybank2u.com
Investors should be aware that investing in the Fund is not the
same as placement of moneys in deposits. The capital and
returns of the Fund are not guaranteed and there are risks
involved. Hence, the risk profile of the Fund does not reflect
that of a deposit. The Fund has a higher risk profile than a
deposit.
Investors’ Profile
The Fund is suitable for Investors who:− seek to invest in a money market fund;
− seek regular income with capital stability;
5
−
−
have low risk tolerance; and
prefer a short to medium-term investment horizon.
Financial Year End
The period of twelve (12) months ending on the 31st day of October
of every calendar year, for the avoidance of doubt, the first financial
year shall commence on the date of this Information Memorandum.
Approved Fund
Size
500,000,000 Units.
Price per Unit
during the Initial
Offer Period
RM1.00.
Initial Offer Period
The Initial Offer Period is for the period of twenty one (21) days from
the date of this Information Memorandum.
Commencement
Date
The Fund will commence on the Business Day after the end of the
Initial Offer Period.
Transaction Information
Minimum Initial
Investment
RM50,000 or such other amount as the Manager may prescribe
from time to time.
Minimum Additional
Investment
RM10,000 or such other amount as the Manager may prescribe
from time to time.
Minimum
Redemption Amount
10,000 Units or such other amount as the Manager may prescribe
from time to time.
Conditions for
Redemption
Unit Holders may redeem their investments in the Fund on any
Business Day by completing the prescribed redemption request
form or such other manner as the Manager may accept and
returning it to the Manager on any Business Day; the redemption
request form is available at the office of the Manager.
All such requests must be received by us before 11 a.m. on any
Business Day. Any requests received after 11 a.m. will be treated
as having been received the following Business Day.
Redemption proceeds are based on the NAV per Unit of the Fund at
the close of a Business Day on the day the redemption request form
is received by the Manager.
Redemption proceeds will be paid to Unit Holders on the next
Business Day upon receipt of the redemption request form.
Transfer Facility
Transfer facility is not available for this Fund.
Switching Facility
Switching of Units is allowed at the discretion of the Manager and is
subject to such terms and conditions as the Manager may impose.
6
Kindly refer to Section 5.6 for further details on switching
transactions.
Fees and Charges
Fees and Charges directly incurred by Unit Holders
Sales Charge
None.
Redemption Charge
None.
Switching Fee
None.
Fees and Expenses indirectly incurred by Unit Holders
Management Fee
0.30% per annum of the NAV of the Fund. The Management Fee is
calculated on a daily basis and payable monthly.
Note: The Manager may in its own discretion, from time to time,
charge an annual management fee that is lower than that stated
above.
Trustee Fee
0.02% per annum of the NAV of the Fund. The Trustee Fee is
calculated daily and payable monthly.
Other Expenses
Only expenses directly incurred by the Fund will be charged to the
Fund. These expenses relate primarily to the administration of the
Fund. These expenses include auditor’s fees and other relevant
professional fees, foreign custodial charges (if applicable), cost of
distribution of quarterly/annual reports, tax certificates, reinvestment
statements and other notices to Unit Holders. Other fees/ expenses
directly related to the Fund, such as commissions paid to brokers
and taxes, are also paid out of the Fund.
Other Information
Reports
Unit Holders will receive the following statements and reports in a
financial year:
−
−
−
−
Confirmation of Investment Statements showing details of the
Units purchased and the application prices at which the Units
were purchased;
Monthly Statements of Account showing the balance of
Investors’ investments and all transactions made during the
month, distribution details and investment value based on the
NAV per Unit of the Fund as at the last trading day of that
month;
Quarterly Reports and Annual Report which provides an
account of the Fund including a detailed overview of the Fund,
investment strategies, performances, portfolio holdings and
account of the Fund; and
If distribution of returns is declared by the Fund, Unit Holders
will receive a Statement of Distribution of Returns and tax
7
statement/voucher for submission to the Inland Revenue Board
of Malaysia.
Distribution Policy
Subject to the availability of income, distribution of income will be
done on a weekly basis.
Distribution Options
The following distribution options are available for the Fund. Unit
Holders may specify their distribution preferences:-
Pay-out Option: Distribution proceeds paid directly to Unit
Holders; or
Reinvestment Option: Unit Holders may opt for distribution
proceeds to be reinvested as additional Units of the Fund at
NAV per Unit on the Business Day following the distribution
declaration date.
If Unit Holders do not indicate their preferred distribution option, any
distributions will be automatically reinvested as additional Units of
the Fund at the NAV per Unit on the Business Day following the
distribution declaration date.
For Unit Holders who select the pay-out option, the Manager shall
endeavour to pay all distribution proceeds in cash or cheque in
Ringgit Malaysia within 5 Business Days from the distribution
declaration date and in any event, the income distribution shall be
made no later than 14 Business Days from the distribution
declaration date, unless the distribution proceeds is less than
RM50.00. In such circumstances, the distribution proceeds will be
automatically reinvested as additional Units of the Fund at the NAV
per Unit on the Business Day following the distribution declaration
date.
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE INFORMATION MEMORANDUM
BEFORE SUBSCRIBING TO THE FUND. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE.
8
CHAPTER 2: RISK FACTORS
The Manager encourages investors to give careful consideration to the risks associated
when investing in the Fund. If in doubt, investors should seek independent financial and
taxation advice before investing in the Fund.
Below are some of the general risks which investors should be aware of when investing in
the Fund.
−
Market risk – Market risk arises because of factors that affect the entire market
place. Factors such as economic growth, political stability and social environment are
some examples of conditions that have an impact on businesses, whether positive or
negative. The Fund will be exposed to market uncertainties due to the factors stated
above and this in turn will affect the value of the investments either in a positive or
negative way.
−
Fund management risk – Investors rely on the experience and expertise of the fund
management team of the Manager to make investment decisions for the Fund. A
failure on the part of the fund management team to display the requisite experience
and expertise expected of them in making such decisions may jeopardize the Fund’s
performance and returns.
−
Performance risk – The performance of the Fund depends on the investments of
the Fund. If there is a default, there will be a negative impact on the performance of
the Fund. The performance of the Fund may also be affected if the allocation of
assets is not properly done. This is where the experience and expertise of the fund
managers are important as highlighted in the fund management risk write-up above.
In view of the aforesaid, there is never a guarantee that investing in the Fund will
produce the desired investment returns or the distribution of income.
−
Inflation risk – Inflation rate risk is the risk of potential loss in the purchasing power
of investment due to a general increase of consumer prices. Inflation erodes the
nominal rate of return giving a lower real rate of return. Investors are advised to take
note that the Fund is not designed with the objective of matching the inflation rate of
Malaysia.
−
Risk of non-compliance – The Fund has been established in accordance with the
provisions of the Deed and the Guidelines. There is a risk that the Manager may not
observe the rules whether intentionally or inadvertently. Whilst non-compliance with
the rules governing the Fund will not necessarily result in losses to the Fund,
Investors cannot discount the risk that losses may be suffered by the Fund if the noncompliance with the rules is sufficiently serious and may affect the value of the Fund.
This may occur, for instance, if the Manager decides to buy an instrument which is
not permitted, whether intentionally or inadvertently, and thereafter having to sell that
instrument at a loss to the Fund.
−
Operational risk – This risk refers to the possibility of a breakdown in the Manager’s
internal controls and policies. The breakdown may be a result of human error (for
instance the keying of wrong details), system failure (causing unnecessary
downtime) or even fraud (where employees of the Manager colludes with one
another). This risk may cause monetary loss to the Fund and/or inconvenience to
9
investors. The Manager will regularly review its internal policies and system capability
to minimize the occurrence of this risk. Additionally the Manager maintains a strict
segregation of duties to minimize occurrence of fraudulent practices amongst
employees of the Manager.
The specific risks affecting investments in this Fund may include but are not limited to:
−
Interest Rate risk – The risk refers to how the changes in the interest rate
environment would affect the performance of the money market portfolio. In the event
of a decreasing interest rate environment, banks may offer deposits with lower
interest rates, effectively reducing the potential returns of future deposits which in
turn will reduce the potential returns of a money market portfolio.
−
Liquidity risk – This risk refers to the possibility that the investments of the Fund
cannot be readily sold or converted into cash without incurring significant loss in
value. For example, disposing a relatively illiquid instrument may result in a
disadvantage to the Fund as there may not be a buyer, or sufficient buyers, available
for the said instrument. This lack of demand or low trading volume may cause the
value of the Fund to drop. This risk is mitigated through a diversified asset allocation
in terms of the type of instruments and the tenure of the investment instruments,
which include deposits and money market placements.
−
Credit/Default risk – This risk refers to the possibility that a financial institution
issuer of instruments will not be able to meet the scheduled interest and/or principal
repayments. This may lead to a reduction in the value of the Fund due to income
and/or capital losses. In general, this risk can be mitigated by investing in instruments
that are issued by financial institutions and the instruments carry credit ratings that
are at least of A3/P2 by RAM or its equivalent by MARC or any other recognised
local rating agencies. In the absence of a credit rating for the instrument, the
Manager would use the credit rating of the financial institution issuing the instrument.
10
CHAPTER 3: FUND INFORMATION
3.1
Investment Objective
The Fund seeks to provide Investors with regular income stream while maintaining capital
stability.
Any material changes to the investment objective of the Fund would require the approval of
Unit Holders.
Note: Unless otherwise indicated by Unit Holders, any distributions will be automatically
reinvested as additional Units.
3.2
Investment Policy and Strategy
The Fund seeks to achieve its objective by investing in deposits and money market
instruments.
The investment strategy will involve actively managing the maturities of each investment to
the extent possible to enhance the returns of the Fund. The Fund will also be actively
managed to meet potential liquidity requirements of the Fund.
3.3
Asset Allocation
In seeking to achieve the Fund’s investment objective, the Fund’s portfolio will be structured
as follows:
•
The Fund will invest up to 100% of the Fund’s NAV in deposits and money market
instruments, with at least 70% of the NAV placed in deposits and/or money market
instruments that have a remaining maturity of 365 days or less.
The above asset allocation is only indicative and will be reviewed from time to time at the
discretion of the Manager as to the general market and economic conditions. Specific risks
associated with such investments are elaborated in Chapter 2, Risk Factors above.
3.4
Benchmark
Maybank Overnight Repo Rate.
Source: www.maybank2u.com
Investors should be aware that investing in the Fund is not the same as placement of
moneys in deposits. The capital and returns of the Fund are not guaranteed and there
are risks involved. Hence, the risk profile of the Fund does not reflect that of a
deposit. The Fund has a higher risk profile than a deposit.
11
3.5
Risk Management
The risk management strategy of the Fund entails active management of the tenures
(maturities) of the investments in deposits and money market instruments issued by financial
institutions as well as setting limits on the credit quality (credit rating of A3/P2 or above by
RAM or its equivalent by MARC or any other recognized local credit rating agencies) of the
investments in the portfolio. In the event that a credit rating for the instrument is not
available, the Manager would use the credit rating of the financial institution issuing the
instrument.
3.6
Permitted Investments
Unless otherwise prohibited by the relevant authorities or any relevant law and provided
always that there are no inconsistencies with the objective of the Fund, the Fund may invest in
the following:
1. Placements of deposits with financial institutions;
2. Money market instruments issued by financial institutions, such as banker’s acceptance or
negotiable instruments of deposits, where the instruments carry a minimum credit rating of
A3/P2 by RAM or an equivalent credit rating by MARC or any other recognized local rating
agencies. In the absence of a credit rating for the instrument, the Manager would use the
credit rating of the financial institution issuing the instrument; or
3. Any other investment instruments as may be agreed upon between the Manager and the
Trustee from time to time.
3.7
Investment Restrictions and Limits
The permitted investments of the Fund as stated in Section 3.6 above are subject to the
following restrictions:a) The value of the Fund’s holding of permitted investments with a maturity date of no more
than 365 days must not be less than 70% of the Fund’s total NAV; and
b) The value of the Fund’s holding of all permitted investments with a remaining tenure of
more than 365 days but less than 732 days must not exceed 30% of the Fund’s total
NAV.
The above stated limits and restrictions shall be complied with at all times based on the most
up-to-date value of the Fund’s investments and instruments. However, a 5% allowance in
excess of any limits or restrictions may be permitted where the limit or restriction is breached
through the appreciation or depreciation in the NAV of the Fund (as a result of an
appreciation or depreciation in value of investments or as a result of the purchase of units or
payment made from the Fund). Once the relevant limit is breached, no further acquisitions of
the particular securities involved shall be made and the Manager should, within a reasonable
period of not more than three (3) months from the date of the breach take all necessary
steps and actions to rectify the breach.
The above restrictions and limits are not applicable to securities or instruments issued or
guaranteed by the Malaysian government or Bank Negara Malaysia.
12
3.8
Income Distribution and Distribution Options
Subject to the availability of income, distribution of income will be done on a weekly basis.
It should be noted that the actual distribution of income and the frequency of distribution as
indicated here are provisional and will depend on the availability of distributable surplus
(after deducting expenses incurred by the Fund i.e., Management Fee, Trustee Fee and any
other fund expenses).
The following distribution options are available for the Fund. Unit Holders may specify their
distribution preferences:
1. Pay-out Option: Distribution proceeds paid directly to Unit Holders; or
2. Reinvestment Option: Unit Holders may opt for distribution proceeds to be reinvested as
additional Units of the Fund at the NAV per Unit on the Business Day following the
distribution declaration date.
If Unit Holders do not indicate their preferred distribution option, any distributions will be
automatically reinvested as additional Units of the Fund at the NAV per Unit on the Business
Day following the distribution declaration date.
For Unit Holders who select the pay-out option, the Manager shall endeavour to pay all
distribution proceeds in cash or cheque in Ringgit Malaysia within 5 Business Days from the
distribution declaration date and in any event, the pay-out shall be made no later than 14
Business Days from the distribution declaration date, unless the distribution proceeds is less
than RM50.00. In such circumstances, the distribution proceeds will be automatically
reinvested as additional Units of the Fund at the NAV per Unit on the Business Day following
the distribution declaration date.
If distribution cheque(s) remain unclaimed for 6 months, the amount will be reinvested into
the Fund based on the prevailing NAV per Unit of the Fund.
3.9
Valuation of the Assets of the Fund
The Fund will be valued daily at the end of every Business Day. The Manager shall at all
times value the assets of the Fund in accordance with the following bases of valuation.
Accordingly:
1. Deposits placed with financial institutions will be valued with reference to the principal
value of such investments and interest accrued thereon for the relevant period.
2. Money market instruments such as banker’s acceptance and negotiable instruments of
deposits will be valued on a daily basis by reference to the principal value of such
investments and interest accrued thereon for the relevant period.
3. The valuation basis for any other forms of investment will be based on a methodology
agreed between the Manager and the Trustee.
13
CHAPTER 4: FEES, CHARGES AND EXPENSES
Fees and Charges directly incurred by Unit Holders.
4.1
Sales Charge
The Manager does not intend to impose any sales charge.
4.2
Redemption Charge
The Manager does not intend to impose any redemption charge.
4.3
Switching Fee
The Manager does not intend to impose any switching fee.
Fees and Expenses indirectly incurred by Unit Holders.
4.4
Management Fee
The Management Fee is 0.30% per annum of the NAV of the Fund. The Management Fee is
calculated daily and payable monthly.
Note: The Manager may in its own discretion, from time to time, charge an annual
management fee that is lower than that stated above.
Please refer to the illustration under item 5.3 below to see how the Management Fee is
calculated.
4.5
Trustee Fee
The Trustee Fee is 0.02% per annum of the NAV of the Fund. The Trustee Fee is calculated
daily and payable monthly.
Please refer to the illustration under item 5.3 below to see how the Trustee Fee is calculated.
4.6
Other Expenses Directly Related to the Fund
In administrating the Fund, there are expenses directly related to the Fund. These expenses
include auditor’s fees and other relevant professional fees, foreign custodial charges (if
applicable), cost of distribution of quarterly/annual reports, tax certificates, statements and
other notices to Unit Holders. In addition, there are fees/ expenses that are directly related
and necessary to the business of the Fund such as commissions paid to brokers and taxes,
that are also paid out of the Fund.
14
4.7
Reduction / Waiver of Fees
The Manager may, for any reason at any time, waive or reduce the amount of any fees or
other charges payable by the Unit Holders in respect of the Fund, either generally or
specifically and for any period or periods of time at its absolute discretion.
15
CHAPTER 5: TRANSACTION INFORMATION
5.1
Pricing Policy
The Manager will adopt a single pricing policy when calculating your subscription for and
redemption of Units which means that the selling price per Unit and the redemption price per
Unit will be transacted and quoted on a single price i.e., the NAV per Unit of the Fund.
The NAV per Unit of the Fund will be valued as at the next valuation point (at the end of
each Business Day) on a forward pricing basis and will be made available on the following
day.
Unit Holders may obtain the NAV per Unit of the Fund by contacting the Manager directly.
Investors will receive quarterly reports and an audited annual report each year from the
Manager.
5.2
Valuation Point of the Fund
The Fund will be valued at the end of every Business Day.
5.3
Illustration on the computation of NAV and how the Management Fee and
Trustee Fee are calculated
Example: Computation of NAV per Unit
Investments
Other Assets
Total Assets
Less: Liabilities
NAV of the Fund
(before deduction of Management and Trustee Fees)
Less:
Management Fee - Calculated on a Daily Basis
(0.30% per annum/365 days)
Trustee Fee - Calculated on a Daily Basis
(0.02% per annum/365days)
NAV of the Fund
(after deduction of Management and Trustee Fees)
Units In Circulation
NAV per Unit
NAV per Unit (Rounded to 4 decimal points)
5.4
RM
10,001,000.00
5,000.00
10,006,000.00
1,590.07
10,004,409.93
82.23
5.48
10,004,322.22
10,004,000.00
1.000032
1.0000
Subscription of Units
Application for Units should be made at or before the cut-off time of 11 a.m. on any Business
Day. The subscription form is available at the office of the Manager.
16
During the Initial Offer Period, Units of the Fund will be issued at the Offer Price. After the
Initial Offer Period, Investors will purchase Units at the NAV per Unit of the Fund at the next
valuation point after their application is accepted by the Manager.
5.5
Redemption of Units
Unit Holders may redeem their investments in the Fund on any Business Day by completing
the prescribed redemption request form or such other manner as the Manager may accept
and returning it to the Manager on any Business Day; the redemption request form is
available at the office of the Manager.
All such requests must be received by the Manager before 11 a.m. on any Business Day.
Any requests received after 11 a.m. will be treated as having been received the following
Business Day.
Redemption proceeds are based on the NAV per Unit of the Fund at the close of a Business
Day on the day the redemption request form is received by the Manager.
Redemption proceeds will be paid to Unit Holders on the next Business Day upon receipt of
the redemption request form.
The minimum redemption amount is set at 10,000 Units or such other amount as the
Manager may prescribe from time to time.
5.6
Switching of Units
The minimum number of Units for each switching transaction is 10,000 Units.
Switching of Units is allowed at the discretion of the Manager and is subject to such terms
and conditions as the Manager may impose.
Unit Holders may at the discretion of the Manager switch their Units into units of wholesale
funds or unit trust funds established by the Manager. Unit Holders must contact the
Manager to obtain details on the wholesale funds or unit trust funds which they can switch
into.
Qualified Investors who have invested in other wholesale funds established by the Manager
may switch their units into the Fund if switching facility is provided by the wholesale fund
they have initially invested in.
Any switching transaction is subject to the conditions set out below:
1. unit holders who originally purchased units of a fund with a “sales charge” imposed will
switch into any of the other funds at the net asset value per unit of that fund.
2. unit holders who originally purchased units of a fund with NO “sales charge” imposed
who switches into any other funds with NO “sales charge” imposed will switch at the net
asset value per unit of that fund.
3. However, if a unit holder who originally purchased units of a fund with NO “sales charge”
imposed decides to switch into a fund with a “sales charge” imposed, the unit holder will
switch at the net asset value per unit of that fund and will incur the “sales charge”
17
imposed by the fund they intend to switch into. Thereafter, any subsequent switches into
any of the other funds will be at the net asset value per unit of that fund.
Please refer to the table below for an illustration on how the switching facility works:
SWITCHING FROM
SWITCHING TO
CURRENT FUND
INTENDED FUND
*fund with NO “sales charge”
*fund with “sales charge”
*fund with “sales
charge”
Switch at the net asset value
per unit of the fund.
Switch at the net asset value
per unit of the fund.
*fund with NO “sales
charge”
Switch at the net asset value
per unit of the fund.
Switch at the net asset value
per unit of the fund, however,
the unit holder will have to
incur the sales charge imposed
by the fund they intend to
switch into.
5.7
Periodic Reporting to Unit Holders
During every Financial Year of the Fund, Unit Holder will receive:
1. Confirmation of Investment Statements detailing his investment, which will be sent within
ten (10) Business Days from the date monies are received by the Manager for
investment in the Fund. This confirmation will include details of the Units purchased and
the purchase price;
2. Monthly Statements of Account which shows the balance of Unit Holders’ investments
and all transactions made during the month, distribution details and investment value;
3. Quarterly Reports which provides a brief overview of the Fund including key risk factors,
investment outlook for the quarter, the Fund’s financial performance, credit risk, level of
borrowings, market outlook, changes in the key investment team, illiquid holdings, details
on portfolio holdings, information on fund performance and volatility and unaudited
accounts of the Fund for the quarter. The Quarterly Reports will be dispatched to all Unit
Holders within two (2) months from the close of each financial quarter;
4. An Annual Report which provides a detailed overview of the Fund including key risk
factors, investment outlook for the year, the Fund’s financial performance, credit risk,
level of borrowings, market outlook, changes in the key investment team, illiquid
holdings, details on portfolio holdings, information on fund performance and volatility and
audited accounts of the Fund for the year. The Annual Report will be dispatched to all
Unit Holders within two (2) months from the close of each Financial Year; and
5. If distribution of returns is declared by the Fund, Unit Holders will receive a Statement of
Distribution of Returns, detailing the nature and amount of returns distributed by the
Fund and a tax statement/voucher for submission to the Inland Revenue Board of
Malaysia.
18
CHAPTER 6: MANAGEMENT COMPANY
6.1
The Manager
Kenanga Investors Berhad has its principal place of business at Suite 12.02, 12th Floor,
Kenanga International, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
The Manager, was incorporated as a public limited company on 2 August 1995 under the
Companies Act 1965 with an authorized share capital of RM20,000,000.00 comprising
20,000,000 ordinary shares of RM1.00 each of which 6,765,300 are issued and fully paid up.
KIB is 100% owned by Kenanga Investment Bank Berhad which is a wholly-own subsidiary
of K & N Kenanga Holdings Berhad.
The Manager is licensed and authorised to conduct business in distributing unit trust funds
and fund management under the CMSA. As at 30 September 2012, the Manager manages
11 unit trust funds and other funds from government agencies, pension funds, insurance,
corporate and individual clients with a total fund size of RM3.2 billion. The Manager has the
services of 51 experienced personnel (39 executives, 9 of which are Capital Markets and
Services Representative’s Licence Holder, and 12 non-executives).
6.2
Functions of the Manager
KIB is responsible for the day-to-day management, marketing and administration of the
Fund, where its key functions include:
a) Endeavouring that the Fund is managed in a sound and professional manner in
accordance with its investment objectives, the provisions of this Information
Memorandum and the Deed;
b) Endeavouring that the Fund is properly administered and to arrange for sale and
redemption of Units of the Fund;
c) Issuing the Fund’s quarterly and annual reports, and monthly statement of accounts to
Unit Holders;
d) Keeping proper records of the Fund; and
e) Keeping Unit Holders informed on material matters relating to the Fund.
6.3
Financial Position of the Manager
The audited financial results of KIB for the financial years ended 31 December 2009 to 31
December 2011 are summarised below:
Paid-up capital
Shareholders’ funds
Revenue
Profit before taxation
Profit after taxation
Year ended
31 Dec 2011
RM’000
6,765
12,777
10,234
(1,473)
(1,290)
19
Year ended
31 Dec 2010
RM’000
6,765
14,067
10,790
875
439
Year ended
31 Dec 2009
RM’000
6,765
13,627
9,161
(21)
(1)
6.4
Board of Directors
The Board of Directors is responsible for the overall management of the Manager and its
funds. The Board not only ensures corporate governance is practised but policies and
guidelines are adhered to. The Board will sit once every quarter, or more often should the
need arise.
Datuk Syed Ahmad Alwee Alsree (Chairman)
Date of Appointment: 11 October 2006
Datuk Syed Ahmad Alwee Alsree was appointed Chairman of KIB on 1 January 2008 after
having been appointed to the Board in October 2006. He was appointed as a Non-Executive
Director of K&N Kenanga Holdings Berhad on 28 August 2009 and had, on 26 July 2011, redesignated as Deputy Chairman. Datuk Syed Ahmad Alwee Alsree is also the Group
Executive Director of Cahya Mata Sarawak Berhad (CMSB). He had earlier joined CMS in
February 2004 as Group General Manager – Human Resources where he was responsible
for the smooth operations and integration of the various human resource departments within
CMS Group. He was appointed as Deputy Group Managing Director of CMSB in September
2006 and subsequently re-designated as Group Executive Director in August 2008. Datuk
Syed Ahmad graduated with a Bachelor of Law (LL.B.) from the National University of
Singapore, and practiced law in Singapore for over ten (10) years prior to joining CMS
Group.
Apart from K&N Kenanga Holdings Berhad and CMSB, Datuk Syed Ahmad is a director of
KKB Engineering Berhad, Kenanga Investment Bank Berhad and SIG Gases Berhad. He is
Chairman of Samalaju Aluminium Industries Sdn Bhd (formerly known as Similajau
Aluminium Industries Sdn Bhd) and a director of several CMS subsidiaries in financial
services, property development and education.
Syed Zafilen Syed Alwee (Independent Director)
Date of Appointment: 12 May 2008
Syed Zafilen Syed Alwee was appointed as the Director of KIB on 12 May 2008. He has
spent his career in managing various sectors of operations of companies such as sales,
marketing, technical, management, finance in local listed companies as well as multinational
including Patimas, Lityan, Cahya Mata Sarawak, Lucent Technologies, Motorola, Mobil and
others as well as being ownership of two other companies. He is currently undergoing an
MBA programme in Finance at the University of Manchester.
YM Raja Dato’ Seri Abdul Aziz bin Raja Salim (Independent Director)
Date of Appointment: 24 February 2012
YM Raja Dato’ Seri Abdul Aziz bin Raja Salim was appointed as the Director of KIB on 24
February 2012. He is an Honorary Fellow of the Malaysian Institute of Taxation, Fellow of
the Chartered Association of Certified Accountants, United Kingdom, Fellow of the Chartered
Institute of Management Accountants ("CIMA"), United Kingdom and a Chartered
Accountant (Malaysia).
He served as Director General of Inland Revenue Malaysia from 1980 to 1990 and
Accountant General Malaysia from 1990 to 1994. After his retirement from the Government
service, he was appointed as Chairman of BSN Commercial Bank (M) Berhad from 1995 to
1999. He was a Board Member of several Government agencies and organisations as well
20
as Deputy Chairman of the Employees Provident Fund and Deputy Chairman of the
Universiti Pertanian Malaysia Council. YM Raja Dato' Seri Abdul Aziz was the President of
CIMA, Malaysia from 1976 to 1993 and a council member of CIMA, United Kingdom from
1990 to 1996. He was awarded the CIMA Gold Medal in recognition of his outstanding
service to the Accounting Profession. He was a council member of the Malaysian Institute of
Accountants ("MIA") until September 2005 and still sits on many MIA committees. At
present, he is also the Chairman of Gamuda Berhad.
YM Raja Dato' Seri Abdul Aziz is a Director of K & N Kenanga Holdings Berhad, Kenanga
Islamic Investors Berhad (Formerly known as Kenanga Fund Management Berhad), Hong
Leong Industries Berhad, Jerneh Asia Bhd, PPB Group Berhad, Panasonic Manufacturing
Malaysia Berhad and Southern Steel Berhad.
Vivek Sharma (Independent Director)
Date of Appointment: 1 October 2012
Vivek Sharma was appointed as the Director of KIB on 1 October 2012. He has over 20
years experience in building and leading businesses in South East Asia in the fields of
higher education, insurance, wealth management, and real estate. He is currently Managing
Director of VS Development, a company which focuses on property development. In
financial services, he was a Director of Investments at Merrill Lynch and a business leader at
CiGNA in South East Asia. He was also Executive Director, Asia for Laureate Higher
Education Group, as well as Director of Development, Asia for INSEAD.
He holds a BSc. Economics (Finance) from the Wharton School at the University of
Pennsylvania and a MBA from IMD in Lausanne, Switzerland.
Bruce Kho Yaw Huat
Date of Appointment: 29 June 2010
Bruce Kho Yaw Huat was appointed as the Director of KIB on 29 June 2010. Bruce has
significant experience in building and leading financial management firms. His experience
spans thirty-five (35) years within the fields of finance and management, twenty four (24) of
which were as the Chief Executive Officer, and later Chairman, of the Allianz Group’s Asian
asset management business, a market leader in the provision of asset management
services.
Abdul Razak bin Ahmad (Chief Executive Officer/ Executive Director)
Date of Appointment: 19 July 2010
Abdul Razak bin Ahmad was appointed as Chief Executive Office / Executive Director of
KIB on 19 July 2010. He has more than twenty (20) years of experience in the financial
industry; mainly Asset Management, Unit Trust Business, Corporate Banking and Treasury.
He had held Senior Management positions and directorship in three Investment
Management Organizations in Malaysia. He holds a Bachelor Degree of Science majoring in
Business Administration (Finance) Magna Cum Laude from University of Southwestern
Louisiana, USA. He is a holder of the Capital Markets Services Representative’s License
and a Certified Financial Planner.
21
Peter John Rayner
Date of Appointment: 11 November 2010
Peter John Rayner was appointed a Director (and Investment Committee member) of KIB
on 11 November 2010. He has over thirty (30) years successful experience in building &
leading businesses in the fields of Chartered Accounting, Stock Broking, Private Equity and
Asset Management. He has held many senior positions including as Chief Executive Officer
of both Allianz Global Investors & Saltbush Funds Management in Australia, Executive
Director of private equity firm Audant Capital, Head of Institutional Investment at Perpetual
Investments and National Chief Financial Officer of a major Australian hospital group. He is
currently a Director of two Australian private family companies. He holds a business degree
(majoring in Accounting & Finance) from Charles Sturt University in Australia, and is a CPA.
6.5
The Investment Committee
The Investment Committee formulates, establishes and implements investment strategies
and policies. The committee will continually review and monitor the success of these
strategies and policies using predetermined benchmarks towards achieving a proper
performance for the Fund. The Committee will also ensure investment guidelines and
regulations are complied with. The Investment Committee will meet at least once every
quarterly or more often should the need arise.
Members of the Investment Committee for the Fund are as follows:
•
•
•
•
•
Bruce Kho Yaw Huat (Chairman)
Syed Zafilen Syed Alwee (Independent Member)
Vivek Sharma (Independent Member)
Abdul Razak bin Ahmad
Peter John Rayner
Please refer to the Board of Director’s section for more details on their profile.
6.6
The Management Team
Abdul Razak bin Ahmad
Chief Executive Officer/ Executive Director
Abdul Razak bin Ahmad’s profile is as set out above under the Board of Director’s section.
Shahariah binti Shaharudin
Head, Institutional Business
Shahariah binti Shaharudin joined KIB in April 2011 overseeing the Manager’s institutional
business. Shahariah brings with her twenty (20) years of experience in the financial services
industry. She began her career in a local bank and has extensive experience in both Retail
and Corporate Banking. Subsequently she joined a stock broking company as Head of
Dealing managing Institutional Trade. In 2006, she joined RHB Investment Management Sdn
Bhd under Strategic Business and Market Development Division where her core
responsibility is sourcing business and servicing both retail and wholesale clients ranging
from unit trust, corporate and government agencies to insurance companies.
22
She graduated with Bachelor of Arts Degree in Business Studies from Knox College, Illinois
and Master of Arts in Economics from University of Illinois, Springfield, USA. She holds
Capital Markets Services Representative’s License.
Yap Siok Hoon
Head, Retail Client Solutions & Services Group
Yap Siok Hoon joined KIB in May 2012 as Head of the Retail Client Solutions & Services
Group, overseeing the Manager’s retail unit trust business. Siok Hoon brings with her fifteen
(15) years of experience in the asset management industry and holds a Bachelor (First
Class Honours) in Business Administration degree from Universiti Utara Malaysia. She
started her career with Hong Leong Asset Management (HLAM) in April 1997 and has held
many senior management positions, ultimately rising to a position of General Manager,
Client Solutions Group, in July 2011. This role saw her managing the departments of both
Retail and Institutional Business Development and Customer Experience. Her specific
experience includes distribution channel sales and marketing support, agency and
Institutional Unit Trust Adviser (IUTA) development, training and product development.
Noor Aini Shaik Awab
Head, Operations
Noor Aini Shaik Awab joined the Kenanga Group in 2006, as Head of Operations of
Kenanga Asset Management Sdn Berhad and subsequently was transferred to Kenanga
Fund Management Berhad. Started her career with Schroders Investment Management
(Singapore) Limited; and brings with her more than twenty (20) years of experience in
securities administration operations, local and regional settlements, and had spearheaded
the implementation of various back-office systems. She holds a Diploma in Business
Administration and Diploma in National Computer Studies. She was appointed as the Head
of Operations of KIB on 13 October 2010.
Mariam Veronica Abu Bakkar Seddek
Head of Compliance
Mariam Veronica joined the Manager in July 2012 as Head of Compliance. She graduated
with a Bachelor of Science in Accounting from University of Wales Cardiff, United Kingdom
in 1998. She worked as a teacher in the UK for a year before joining the Securities
Commission in 1999. She served the SC for 8.5 years where she specialised in auditing
asset management companies. Thereafter, she served as the Head of Compliance in a fund
management company for 4 years.
Milo Lo
Head, Information Technology
Milo Lo joined KIB in March 2001. He is responsible for managing the IT and
communications infrastructure as well as identifying, selecting, implementing and
maintaining of company's technology system in line with its business direction and
operational requirements. Milo has more than twenty-five (25) years working experience in
financial services and the unit trust industry. Prior to joining KIB, he worked in a listed
financial institution from 1986 to 2001. He had been one of the pioneer staff in the IT
23
department of that company and was responsible for setting-up and implementing the
financial institution’s Full-Fledged Banking System and Regional Computer Centers.
6.7
The Investment Teams
The Manager’s various investment teams meet informally on a daily basis with a formal
meeting (the Investment Sub-Committee) occurring 15 times a year (at times considered
appropriate), to amongst other things, monitor the changing investment landscape and reassess market conditions in terms of opportunity and risk. This activity seeks to ensure the
investment strategies and policies of all funds managed by the Manager are consistently
matched with the prevailing market environment and outlook.
The designated fund manager for the Fund is Wong Yew Joe (Joe). His direct team
includes Fixed Income and Credit and Research team member Syhiful Zamri bin Abdul Azid
(Syhiful) Director of Investment, Credit and Advisory.
Please refer to the particulars of Joe and Syhiful set out below.
Notwithstanding the direct involvement of the specialist investment professionals managing
the Fund, other Investment Team Members of the Manager, also noted below, will offer
focused input, continually challenging the investment thesis of the designated fund manager.
This activity occurs via the Investment sub-committee (noted above), where all investment
decisions, views and portfolio outcomes are rigorously debated, scrutinized and tested with
the intention of maximising a risk / return outcome consistent with client requirements and /
or fund mandate guidelines.
Wong Yew Joe
Director of Investment, Fixed Income
Wong Yew Joe joined KIB in April 2011, bringing with him more than eleven (11) years of
experience in the fund management industry. Prior to this, he has been in RHB Investment
Management Sdn Bhd (RHBIM) for a total of seven (7) years. As the Head of Fixed Income
in RHBIM, he was responsible for all fixed income investments, totalling about RM 9 billion
worth of funds managed by RHBIM. Prior to RHBIM, he was with SBB Asset Management
Sdn Bhd for a year as a Credit Analyst. Before that, he was with BHLB Asset Management
Sdn Bhd and his principal involvement there was in business development and corporate
marketing. Yew Joe is a graduate from the University of Southern Queensland with a
Bachelor’s Degree, majoring in Accounting and Finance.
Syhiful Zamri bin Abdul Azid
Director of Investment, Credit and Advisory
Syhiful Zamri bin Abdul Azid joined KIB in April 2011. Prior to this, he was with RHB
Investment Management Sdn Bhd (RHBIM) as Head of Fund Management Research for
more than three (3) years. He has also been with KAF Investment Bank for more than five
(5) years before joining RHBIM. He has wide experience in both equity and fixed income
research and had exposures doing financial analysis and marketing of unit trust funds. He
graduated with an Honours Degree from De Montfort University (UK) with Bachelor in
Accounting and Finance. He has more than ten (10) years experience in the industry.
24
Other fund managers include:
Chen Fan Fai
Director of Investment
Chen Fan Fai joined the Kenanga Group in March 2007 bringing with him more than sixteen
(16) years experience managing portfolios invested in regional equities and bonds. On 1
November 2010, he was transferred to his current position in KIB. Prior to joining the
Kenanga Group, he was the Chief Investment Officer of Allianz Life Insurance Malaysia
Berhad. He has also held senior investment positions with UOB Asset Management Limited,
OCBC Asset Management Limited and Singapore Unit Trust Limited. Fan Fai holds a
bachelor degree in engineering (Royal Melbourne Institute of Technology), an MBA (Loyola
University of Chicago) and an MSc in Accounting (University of Illinois).
Tammi Lim Geok Wah
Director of Investment, Equities
Tammi Lim joined KIB in October 2011. Prior to this, she was attached to RHB Investment
Management as Head of Equities for over four (4) years where she was responsible for the
management of institutional funds, unit trust funds and corporate accounts. She began her
career as an investment analyst in TA Securities Holding Berhad servicing both institutional
and retail clients. Thereafter, she moved on to the fund management industry with Asialife
Insurance Berhad and Manulife Insurance Berhad where she was responsible for the
management of both company’s life funds as well as investment-linked funds. She has more
than eighteen (18) years experience in the fund management industry. She graduated from
the University of Toledo, Ohio with a Masters of Business Administration, majoring in
Finance.
Chew Hwee Mei
Associate Director, Investment
Chew Hwee Mei joined KIB in October 2011 bringing along with her more than 11 years of
experience in the fund management industry. Prior to joining KIB, she was with RHB
Investment Management Sdn Bhd for more than four (4) years as Assistant Vice President
and before that, she was attached with Allianz Life Insurance Malaysia Berhad. She has
experience in managing a whole range of funds including unit trust funds, corporate as well
as individual clients. Hwee Mei graduated from Murdoch University with a Bachelor of
Commerce, majoring in Accounting and Finance and holds an MBA (Finance) from
Nottingham University.
Nik Hazim Nik Mohamed
Senior Portfolio Manager
Nik Hazim Nik Mohamed joined KIB in April 2009 as a fund manager. Prior to this, he was
with Permodalan Nasional Berhad (PNB) having almost fourteen (14) years experience in
the company. During his stint in PNB, he had started out managing international funds for
proprietary accounts and later on public funds in Singapore. He also has wide experience in
managing local unit trust fund for PNB and had exposures doing financial analysis and
marketing of unit trust funds. He graduated with an Honours Degree from Universiti Utara
Malaysia in Bachelor in Business Administration majoring in Finance.
25
Tan Lip Kwang
Portfolio Manager
Tan Lip Kwang joined Kenanga Group in May 2007. He started as an analyst in Kenanga
Fund Management Berhad and trained as a generalist specializing in Malaysia market. He
was promoted as a Portfolio Manager in August 2009 after obtaining his Capital Markets
Services Representative’s License in July 2009. Prior to Kenanga Fund Management
Berhad, he was an internal auditor with Public Bank for one and a half year. Lip Kwang holds
a Bachelor Degree in Finance from Lancaster University and a MSC in Actuarial Science
from City University of London. Lip Kwang was appointed as the Portfolio Manager of KIB on
1 November 2010.
6.8
Material Litigation
As at 30 September 2012, save as disclosed below, the Manager is not engaged in any
litigation or arbitration proceedings, either as plaintiff or defendant which has a material
effect on the financial position of the Manager, and the Board of Directors is not aware of
any proceedings pending or threatened, or of any fact likely to give rise to any such
proceedings which might materially and adversely affect the position or business of the
Manager.
An ex-employee of the Manager who was dismissed by the Manager has filed an action
under section 20(3) of the Industrial Relations Act 1967 to challenge his dismissal. The exemployee contends that his dismissal was without just cause or excuse and is seeking to be
reinstated to his former position without any loss of salary and benefits.
The matter came up for further submissions on 31 January 2011 before the Industrial Court
in Kuching. The Learned Chairman then adjourned the matter and informed us that he will
be handing down his written decision on the above matter in due course. As at 30
September 2012, the Learned Chairman has yet to deliver his decision on the case.
The Directors are of the opinion that the claim has no bearing on the performance of the
Fund and that it has no adverse effect on the capability of the Manager in discharging its
duties and responsibilities to the Unit Holders of the Fund.
6.9
Conflict of Interest
The Directors and Investment Committee members should avoid conflicts of interest arising,
or if conflicts arise, ensure that the Fund is not disadvantaged by the transaction concerned.
Any transaction carried out for or on behalf of the Fund must be executed on terms that are
the best available to the Fund and which are no less favourable to the Fund than arm’s
length transactions between independent parties. In the event that any of the Directors or
Investment Committee members is directly or indirectly involved, he or she would have to
abstain from being involved with any decision making process of the said transaction.
KIB has in place policies and procedures which regulates its employees’ securities dealings.
Quarterly declaration of securities trading is required of all employees to ensure that there is
no potential conflict of interest between the employees’ securities trading and the execution
of the employees’ duties to the company and customers of the company.
26
6.10
Retirement and Removal of Manager
Manager’s Right to Retire
The Manager has a right to retire in favour of some other corporation by giving to the Trustee
three (3) months' notice in writing of their desire so to do, or such other period as the Trustee
and the Manager may agree upon, and subject to the fulfilment of the following conditions:
•
•
•
the retiring Manager shall appoint such corporation by writing under the seal of the
retiring Manager as the fund manager of the Fund in its stead and assign and transfer to
such corporation all its rights and duties as fund manager of the Fund;
such corporation shall enter into such deed or deeds as the Trustee may consider to be
necessary or desirable to secure the due performance of its duties as fund manager for
the Fund; and
upon the payment to the Trustee of all sums due from us to the Trustee at the date of
such retirement, the retiring Manager shall be absolved and released from all further
obligations under the Deed but without prejudice to the rights of the Trustee or any Unit
Holder or other person in respect of any act or omission on our part prior to such
retirement and the new fund manager may and shall thereafter exercise all the powers
and enjoy all the rights and shall be subject to all the duties and obligations as fully as
though such new fund manager had been originally a party to the Deed.
Removal of the Manager
The Manager may be removed by the Trustee by way of a Special Resolution passed at a
Unit Holders’ meeting (details on Unit Holders Meetings are provided in Chapter 9, Power to
Call for Meetings) convened on the grounds that the Manager:
•
•
•
has failed or neglected to carry out their duties to the satisfaction of the Trustee and
the Trustee considers that it would be in the Unit Holders interest to do so after the
Trustee has given notice to the Manager of its opinion and the reasons for that opinion,
and has considered any representations made by the Manager in respect of that
opinion, and after consultation with the relevant authorities;
unless expressly directed otherwise by the relevant authorities, if the Manager is in
breach of any of its obligations or duties under the Deed or the relevant laws, or has
ceased to be eligible to be a fund manager under the relevant laws; or
the Manager has gone into liquidation, except for the purpose of amalgamation or
reconstruction or some similar purpose, or has had a receiver appointed or has ceased
to carry on business.
The Manager shall upon receipt of a written notice from the Trustee cease to be the fund
manager of the Fund by the mere fact of the Manager’s receipt of the notice. The Trustee
shall, at the same time, by writing appoint some other corporation already approved by the
relevant authorities to be the fund manager of the Fund; such corporation shall have entered
into such deed or deeds as the Trustee may consider to be necessary or desirable to secure
the due performance of its duties as fund manager for the Fund.
27
CHAPTER 7: TRUSTEE
7.1
Background of the Trustee
CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) was
incorporated on 25 August 1994 and registered as a trust company under the Trust
Companies Act, 1949 and having its registered office at 5th Floor, Bangunan CIMB, Jalan
Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. The Trustee is qualified to
act as a trustee for collective investment schemes approved under the Capital Markets and
Services Act, 2007. CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee
Berhad) has an authorized capital of 500,000 shares of RM10.00 each. 350,000 shares are
issued (paid up RM5 each).
Shareholders
CIMB Bank Berhad
S.B. Venture Capital Corporation Sdn Bhd
S.B. Properties Sdn Bhd
CIMB Holdings Sdn Bhd
CIMB Berhad
Total
7.2
%
20
20
20
20
20
100
Financial position of the Trustee
The following is a summary of the past performance of the Trustee based on audited
accounts for the last 3 years:
Financial Year Ended 31 December
Paid-up capital
2009
(RM)
1,750,000
2010
(RM)
1,750,000
2011
(RM)
1,750,000
Shareholders’ funds
6,600,962
6,496,563
5,696,309
Turnover
6,288,772
7,112,941
7,037,826
Profit before taxation
1,802,326
2,588,078
3,339,506
Profit after taxation
1,354,399
1,936,057
2,465,070
7.3
Experience in Trustee Business
As at 30 September 2012, CIMB Commerce Trustee Berhad (formerly known as BHLB
Trustee Berhad) acts as trustee to one (1) real estate investment trust funds, fifty five (55)
unit trust funds and ten (10) wholesale funds.
In addition to overseeing these funds, CIMB Commerce Trustee Berhad (formerly known as
BHLB Trustee Berhad) also acts as trustee to private debt securities issues such as bonds
and notes. Other than being the administrator of deceased’s estates, executor of wills,
trustee for minors or incapacitated persons, CIMB Commerce Trustee Berhad (formerly
28
known as BHLB Trustee Berhad) also acts as trustee for public, charitable, staff retirement,
and pension/ gratuity fund scheme, custodian trustee for associations, clubs and others.
CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) is supported by
25 staffs comprise of 23 executives and 2 non executive as at 30 September 2012.
7.4
The Board of Directors
The following table sets out information regarding the Board of Directors of the Trustee:
Name
Zahardin bin Omardin
Loh Shai Weng
Chan Swee Liang Carolina
Liew Pik Yoong
7.5
Directorship
Independent Director and Chairman, Non-Executive
Non-Independent Director, Non-Executive
Non-Independent Director, Non-Executive
Alternate Director to Chan Swee Liang Carolina
Key Personnel of the Trustee
Lee Kooi Yoke (Head of Operations)
Ms Lee holds a Bachelor Degree in Administration (Finance) from Griffith University,
Australia; and a member of CPA Australia, Malaysia Institute of Accountant and Financial
Planning Association Malaysia. She has more than 20 years of working experience in the
financial industry. Prior to joining CIMB Trustee Services, she was heading the operations of
a unit trust management company and before that, investment operations of one of the
largest insurance company.
Jeslin Ng Lai Peng (Associate Director, Corporate Trust)
Ms Ng holds a Bachelor of Arts (Honours) Degree in Business Administration from the
University of Bolton and London Chamber of Commerce & Industry (LCCI) qualification and
has more than ten (10) years of experience in accounting and trust operations.
Law Oi Meng (Senior Manager, Corporate Trust)
Ms. Law holds a Bachelor Degree in Information Technology from the University of Southern
Queensland and has more than ten (10) years of working experience in developing and
implementing IT systems and trust operations.
Linda Ong Gaik Bee (Associate Director - Legal and Compliance)
Ms. Ong holds a degree in Bachelor of Law from University of Buckingham, in England, UK
and was admitted to the Malaysian Bar as an Advocate and Solicitor prior to joining the trust
industry. She is currently overseeing the legal and compliance of CIMB Trustee Services.
She has more than nine years of experience in the trust industry.
Azida Binti Abdul Aziz, (Manager, Corporate Trust)
She holds a Diploma in Accountancy from Universiti Teknologi Mara. She has more than 6
years experience in trust operations.
7.6
Trustee’s Declaration
The Trustee is independent of the Manager. The Trustee will carry out transactions on an
arm’s length basis and on terms which are best available for the Fund, as well as act at all
29
times in the best interest of the Fund’s investors. The Trustee also has adequate procedures
and processes in place to prevent or control conflicts of interest.
7.7
Duties and responsibilities of the Trustee
The Trustee’s functions, duties and responsibilities are set out in the Deed. The general
function, duties and responsibility of the Trustee include, but are not limited to, the following:
a) Take into custody the investments of the Fund and hold the investments in trust for the
Unit Holders;
b) Ensure that the Manager operates and administers the Fund in accordance with the
provisions of the Deed, the Guidelines and acceptable business practice within the fund
management industry;
c) As soon as practicable notify the SC of any irregularity or breach of the provisions of the
Deed, the Guidelines and any other matters which in the Trustee's opinions may indicate
that the interests of Unit Holders are not served;
d) Exercise reasonable diligence in carrying out its functions and duties, in actively
monitoring the operations and management of the Fund by the Manager to safeguard
the interests of Unit Holders;
e) Maintain, or cause the Manager to maintain, proper accounting records and other
records as are necessary to enable a complete and accurate view of the Fund to be
formed and to ensure that the Fund is operated and managed in accordance with the
Deed, Information Memorandum, the the Guidelines and securities law.; and
f) Require that the accounts be audited at least annually.
The Trustee has covenanted in the Deed that it will exercise all due diligence and vigilance
in carrying out its functions and duties, and in safeguarding the rights and interests of
Investors.
7.8
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 rules of law.
7.9
Trustee’s Delegate
CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) has appointed
CIMB Group Nominees (Tempatan) Sdn Bhd as the Trustee’s delegate to perform custodial
function. CIMB Group Nominees (Tempatan) Sdn Bhd is a wholly owned subsidiary of CIMB
Bank Berhad. Its custodial function includes safekeeping, settlement and corporate action
related processing and cash and security reporting.
All investments are automatically registered in the name of the Fund. CIMB Group Nominees
(Tempatan) Sdn Bhd acts only in accordance with instructions from the Trustee.
7.10
Material Litigation & Arbitration
As at 30 September 2012, the Trustee is not engaged in any material litigation and
arbitration, including those pending or threatened, and is not aware of any facts likely to give
30
rise to any proceedings which might materially affect the business/financial position of the
Trustee or any of its delegates.
7.11
Retirement and Removal of the Trustee
Trustee’s Right to Retire
Provided always that the Manager has in place a corporation approved by the relevant
authorities to act as the trustee of the Fund, the Trustee may retire upon the expiration of three
(3) months' (or such other period as the Manager and the Trustee may agree upon) notice in
writing to the Manager of its desire so to do.
The Trustee shall on retirement vest or transfer, or cause to be vested or transferred, the
custody of or control over the assets of the Fund in or to such new trustee and shall deliver to
such new trustee all books, documents, records and other property whatsoever relating to the
Fund and in the Trustee’s possession. The costs and expenses incidental thereto shall be
paid from the Fund.
Removal of the Trustee
The Manager is obliged to give Unit Holders notice in writing to consider the removal of the
Trustee if the Trustee fails or neglects to carry out its duties as stipulated in the Deed and
under the relevant laws. The Manager shall take all reasonable steps to replace the Trustee
as soon as practicable after becoming aware that:
•
the Trustee has ceased to exist;
•
the Trustee has not been validly appointed;
•
the Trustee is not eligible to be appointed or act as a trustee under the Guidelines;
•
the Trustee has failed or refused to act as Trustee in accordance with the provisions
and covenants of the Deed and the provisions of the Guidelines;
•
a receiver has been appointed over the whole or substantial part of the assets or
undertaking of the Trustee and has not ceased to act under the appointment, or a
petition is presented for the winding up of the Trustee (other than for the purpose of
and followed by a reconstruction, unless during or following such reconstruction the
Trustee becomes or is declared to be insolvent); or
•
the Trustee is under investigation for conduct that contravenes the Trust Companies
Act 1949, the Trustee Act 1949, the Companies Act 1965 or any securities law.
The Trustee may be removed and another trustee may be appointed by Special Resolution
of the Unit Holders at a duly convened meeting of which notice has been given to the Unit
Holders in accordance with the Deed (details on Unit Holders Meetings are provided in
Chapter 9, Power to Call for Meetings).
31
CHAPTER 8: RIGHTS AND LIABILITIES OF UNIT HOLDERS
8.1
Unit Holders’ Rights
As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right:
1. to receive distributions, if any, from the Fund;
2. to participate in any increase in the NAV of Units of the Fund;
3. to call for Unit Holders’ Meetings and to vote for the removal of the Trustee or the
Manager through a Special Resolution;
4. to receive monthly statements, quarterly and annual reports on the Fund; and
5. to exercise such other rights and privileges as provided for in the Deed.
However, Unit Holders would not have the right to require the transfer to them any of the
investments of the Fund. Neither would Unit Holders have the right to interfere with or to
question the exercise by the Trustee (or by the Manager on the Trustee’s behalf) of the
rights of the Trustee as trustee of the investments of the Fund.
8.2
Unit Holders’ Liabilities
As a Unit Holder of the Fund, and subject to the provisions of the Deed, Unit Holders’
liabilities would be limited to the following:
Unit Holders would not be liable for nor would Unit Holders be required to pay any amount in
addition to the payment for Units of the Fund as set out in this Information Memorandum and
the Deed.
Unit Holders would not be liable to indemnify the Trustee and/or the Manager in the event
that the liabilities incurred by the Trustee and/or the Manager on behalf of the Fund exceed
the NAV of the Fund.
32
CHAPTER 9: POWER TO CALL FOR UNIT HOLDERS’
MEETINGS
9.1
Meetings Directed by the Unit Holders
Unit Holders may call for a meeting for any purpose.
Unless otherwise required or allowed by the relevant laws, the Manager shall, within twentyone (21) days of receiving a direction from not less than fifty (50) or one-tenth (1/10) of Unit
Holders at the registered office of the Manager, summon a meeting of the Unit Holders by:
(a)
sending by post at least fourteen (14) days before the date of the proposed meeting a
notice of the proposed meeting to all the Unit Holders; and
(b)
specifying in the notice the place and time of the meeting and the terms of the
resolutions to be proposed at the meeting.
9.2
Meetings Summoned by the Trustee
The Trustee may summon a meeting of Unit Holders for any purpose whatsoever by:
(a)
giving at least fourteen (14) days written notice of the meeting to Unit Holders; and
(b)
specifying in the notice the place and time of the meeting and the terms of the
resolutions to be proposed at the meeting.
9.3
Meetings Summoned by the Manager
The Manager may summon a meeting of Unit Holders for any purpose whatsoever by:
(a)
giving at least fourteen (14) days written notice of the meeting to Unit Holders; and
(b)
specifying in the notice the place and time of the meeting and the terms of the
resolutions to be proposed at the meeting.
9.4
Provisions Governing Unit Holders’ Meetings
Quorum
The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders, whether
present in person or by proxy, provided that if the Fund has five (5) or less Unit Holders, the
quorum required for a meeting of the Unit Holders of the Fund 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 at the time of the
meeting.
33
If within one (1) hour from the time appointed for the meeting a quorum is not present, the
meeting if convened upon the request of Unit Holders shall be dissolved. In any other case,
it shall stand adjourned to such day and time seven (7) days thereafter and to such place as
may be appointed by the Chairman; at such adjourned meeting, the Unit Holders present in
person or by proxy shall be the quorum for the transaction of business including the passing
of Special Resolutions if the quorum prescribed by the Deed is not present after one (1) hour
from the time appointed for the adjourned meeting.
Resolutions passed at a meeting of Unit Holders bind all Unit Holders whether or not they
were present at the meeting at which the resolutions were passed. No objection may be
made as to any vote cast unless such objection is made at the meeting.
Voting by Proxy
Every instrument of proxy whether for a specific meeting or otherwise shall, as nearly as
circumstances admit, be in the following form or in such other form as the Manager may
accept:
I/We, ..................................., being a Unit Holder of ......... Units in the ..................... Fund,
hereby appoint ............................. or failing him/her, the Chairman of the meeting, as my/our
proxy to vote for me/us and on my/our behalf at the Unit Holders' meeting to be held on the
........ day of ................ 20.... and at any adjournment thereof. My said proxy has my
instructions to vote:
(a)*
(b)*
(c)*
in favour of the resolutions as stated in the notice of meeting;
against the resolutions as stated in the notice of meeting;
as he/she deems fit in respect of the resolutions as stated in the notice of meeting.
* Delete as applicable
SIGNED by the said .................... on the .......... day of ........................ 20.... in the presence
of:
(Witness's signature)
(Signature of Unit Holder)
The instrument appointing a proxy must be duly stamped, if required, and deposited at the
office of the Manager not less than forty-eight (48) hours before the time appointed for the
meeting or adjourned meeting as the case may be at which the person named in such
instrument proposes to vote.
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or the
power of attorney or other authority under which the proxy was signed or the sale of Units in
respect of which the proxy was given provided that no intimation in writing of such death,
insanity, revocation or sale shall have been received at the place so appointed for the deposit
of proxies or if no such place is appointed at the business office of the Manager before the
commencement of the meeting or adjourned meeting at which the proxy is used.
Chairman of the Meeting
The meeting will be chaired if the meeting was convened at the instance of the Unit Holders or
the Trustee, by a person appointed by the Unit Holders present at the meeting or, where no
such appointment is made, a nominee of the Trustee; or if the meeting was convened at the
instance of the Manager, by a person appointed by the Manager.
34
The decision of the Chairman of the meeting on any matter shall be final.
9.5
Termination of the Fund
The Fund may be terminated or wound up should the following events occur:
•
•
The SC’s approval is revoked under section 212(7)(A) of the Act;
A Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the
Fund; and
Such other events and situations as provided in the Deed.
•
Upon the termination of the Fund, the Trustee shall:
a)
sell all the assets of the Fund then remaining in its hands and pay out of the Fund any
liabilities of the Fund; such sale and payment shall be carried out and completed in such
manner and within such period as the Trustee considers to be in the best interests of the
Unit Holders; and
b)
from time to time distribute to the Unit Holders, in proportion to the number of Units held
by them respectively:
i)
the net cash proceeds available for the purpose of such distribution and derived
from the sale of the investments and assets of the Fund less any payments for
liabilities of the Fund; and
ii)
any available Cash Produce;
provided always that the Trustee shall not be bound, except in the case of final distribution, to
distribute any of the moneys for the time being in his hands the amount of which is insufficient
for payment to the Unit Holders of fifty (50) sen in respect of each Unit and provided also that
the Trustee shall be entitled to retain out of any such moneys in his hands full provision for all
costs, charges, taxes, expenses, claims and demands incurred, made or anticipated by the
Trustee in connection with or arising out of the winding-up of the Fund and, out of the moneys
so retained, to be indemnified against any such costs, charges, taxes, expenses, claims and
demands; each such distribution shall be made only against the production of such evidence
as the Trustee may require of the title of the Unit Holder relating to the Units in respect of
which the distribution is made.
In the event of the Fund is terminated, the Trustee shall be at liberty to call upon the
Manager to grant the Trustee, and the Manager shall so grant, a full and complete release
from the Deed and the Manager shall indemnify the Trustee against any claims arising out of
the Trustee's execution of the Deed provided always that such claims have not been caused
by any failure on the part of the Trustee to exercise the degree of care and diligence
required of a trustee as contemplated by the Deed and all relevant laws.
Where the termination of the Fund and the winding-up of the Fund have been occasioned by
any of the events set out herein:
a)
if the Manager has gone into liquidation, except for the purpose of reconstruction or
amalgamation upon terms previously approved in writing by the Trustee and the relevant
authorities;
35
b)
if, in the opinion of the Trustee, the Manager has ceased to carry on business; or
c)
if, in the opinion of the Trustee, the Manager has to the prejudice of Unit Holders failed to
comply with the provisions of the Deed or contravened any of the provisions of any
relevant law;
the Trustee shall summon for a Unit Holders’ meeting to get directions from the Unit Holders. If
a Special Resolution is passed to terminate the trust and wind-up the Fund, the Trustee shall
apply to the Court for an order confirming such Special Resolution. The Trustee shall, as soon
as it becomes aware that the Fund is to be terminated and wound-up, inform the relevant
authorities of the same. The Trustee shall also arrange for a final review and audit of the final
accounts of the Fund by the auditor of the Fund.
36
CHAPTER 10: OTHER INFORMATION
10.1
Unclaimed Moneys Policy
Redemption proceeds payable to Unit Holders who have requested for full or partial
redemption of their investments in the Fund that remain unclaimed after twelve (12) months
as prescribed by the Unclaimed Moneys Act, 1965 (revised 1989), shall be lodged with the
Registrar of Unclaimed Moneys in accordance with the provisions of the Unclaimed Moneys
Act, 1965.
10.2
Anti Money Laundering Policy
Application for Units must be accompanied by proper identification documents for our
verification. All Investors will be checked against various reliable sources for money
laundering information. Any cases which are suspicious will be reported to our compliance
officer who may then report the matter to the SC and BNM.
Money laundering is a process intended to conceal the benefits derived from unlawful
activities which are related, directly or indirectly, to any serious offence so that they appear
to have originated from a legitimate source.
The Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLA) is the act that
provides for the offence of money laundering and also the measures to be taken for the
prevention of money laundering and terrorism financing offences. The Financial Intelligent
Unit of BNM has been established to carry out the functions as the competent authority
under the AMLA. All market intermediaries under the CMSA and fund management
companies approved by the Securities Commission under the CMSA are obliged to comply
with the provisions of the AMLA.
10.3
Regulatory Approval
The Fund is subject to the approval of the SC under section 212 of the Act.
10.4
No Guarantee
The Manager of the Fund does not guarantee the performance or success of the Fund.
Investors are advised to read the Information Memorandum and obtain professional advice
before subscribing to the Fund.
37
10.5
Enquiries
All enquiries about the investment should be directed in writing to:Kenanga Investors Berhad
Suite 12.02, 12th Floor
Kenanga International
Jalan Sultan Ismail,
50250 Kuala Lumpur
Telephone No.: 03-2057 3688/ 03-2713 3188
Facsimile No.: 03-2161 8807/03-2713 5868
Email: info.trust@kenanga.com.my
38
Kenanga Investors Berhad
Suite 12.02, 12th floor, Kenanga International
Jalan Sultan Ismail, 50250 Kuala Lumpur
Malaysia
Tel: 03-2057 3688
Fax: 03-2161 8807/ 03-2713 5868
Website: www.kenangainvestors.com.my
Email: info.trust@kenanga.com.my
Kuching Regional Office:
Kota Kinabalu Regional Office:
Tel: 082-343 022 Fax: 082-343 066
Tel: 088-269 678 Fax: 088-259 678
This First Supplemental Information Memorandum in relation to Kenanga Cash Fund is dated 1
November 2013 and is supplemental to the Information Memorandum dated 22 March 2013.
The First Supplemental Information Memorandum is to be read in conjunction with the
Information Memorandum dated 22 March 2013.
FIRST SUPPLEMENTAL INFORMATION MEMORANDUM
IN RESPECT OF THE
KENANGA CASH FUND
Manager:
Kenanga Investors Berhad (353563-P)
Trustee:
CIMB Commerce Trustee Berhad (313031-A)
DISCLAIMER: INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE
CONTENTS OF THE INFORMATION MEMORANDUM DATED 22 MARCH 2013
AND THE FIRST SUPPLEMENTAL INFORMATION MEMORANDUM DATED 1
NOVEMBER 2013. IF IN DOUBT, PLEASE CONSULT YOUR BANKER, LAWYER,
STOCKBROKER OR A PROFESSIONAL ADVISER.
THIS FIRST SUPPLEMENTAL INFORMATION MEMORANDUM IS DATED 1
NOVEMBER 2013.
This First Supplemental Information Memorandum in relation to Kenanga Cash Fund is dated 1
November 2013 and is supplemental to the Information Memorandum dated 22 March 2013.
The First Supplemental Information Memorandum is to be read in conjunction with the
Information Memorandum dated 22 March 2013.
RESPONSIBILITY STATEMENT
This First Supplemental Information Memorandum has been seen and approved by the
directors of Kenanga Investors Berhad 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.
STATEMENT OF DISCLAIMER
The Securities Commission Malaysia has authorized this First Supplemental Information
Memorandum dated 1 November 2013 and the Information Memorandum dated 22 March
2013, 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
Kenanga Investors Berhad and takes no responsibility for the contents of this First
Supplemental Information Memorandum, 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 contents of this First
Supplemental Information Memorandum.
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.
i
This First Supplemental Information Memorandum in relation to Kenanga Cash Fund is dated 1
November 2013 and is supplemental to the Information Memorandum dated 22 March 2013.
The First Supplemental Information Memorandum is to be read in conjunction with the
Information Memorandum dated 22 March 2013.
Unless otherwise provided in this First Supplemental Information Memorandum dated 1
November 2013, all the capitalized terms used herein shall have the same meanings as
ascribed to them in the Information Memorandum dated 22 March 2013.
EXPLANATORY NOTE:
This First Supplemental Information Memorandum dated 1 November 2013 has been issued to
inform investors of the change in distribution policy of Kenanga Cash Fund, whereby subject
to the availability of income, distribution of income will be done on a monthly basis instead of
on a weekly basis.
A.
CHANGES IN THE DEFINITION SECTION
(1)
AMENDMENTS – (Page 1) – Changes in the definition of Deed
The definition of Deed will be deleted in its entirety and replaced with the following:
The deed entered between the Manager and the Trustee dated 16 August 2012 in respect of the Fund
as modified by the first supplemental deed dated 9 October 2013.
B.
CHANGES IN CHAPTER 1: KEY DATA SECTION
(1)
AMENDMENTS – (Page 8) - Change of Distribution Policy
The distribution policy as set out in Chapter 1, the “Key Data” section will be deleted in its entirety and
replaced with the following:
Other Information
Distribution Policy
C.
Subject to the availability of income, distribution
of income will be done on a monthly basis.
CHANGES IN CHAPTER 3: FUND INFORMATION
(1) AMENDMENTS – (Page 13) – Change in Distribution Policy
The first sentence under Section 3.8 - Income Distribution and Distribution Options will be
deleted in its entirety and replaced with the following:
“Subject to the availability of income, distribution of income will be done on a monthly basis.”
1