UNITED CASH FUND 2 This Replacement Information Memorandum is dated 13 December 2016. This Replacement Information Memorandum is issued to replace the Information Memorandum for United Cash Fund 2 dated 14 July 2016. Manager: UOB Asset Management (Malaysia) Berhad (Company No. 219478-X) Trustee: Pacific Trustees Berhad (Company No. 317001-A) SOPHISTICATED INVESTORS ARE ADVISED TO READ THIS REPLACEMENT INFORMATION MEMORANDUM AND OBTAIN PROFESSIONAL ADVICE BEFORE SUBSCRIBING TO UNITS OF THE FUND. THIS FUND IS OFFERED FOR SALE TO SOPHISTICATED INVESTORS ONLY. THIS FUND IS NOT OFFERED FOR SALE TO U.S. PERSON(S). FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE SOPHISTICATED INVESTORS, SEE "RISK FACTORS" COMMENCING ON PAGE 5.
Transcript
UNITED CASH FUND 2
This Replacement Information Memorandum is dated 13 December 2016. This Replacement Information Memorandum is issued to replace the Information Memorandum for United Cash Fund 2 dated 14 July 2016.
SOPHISTICATED INVESTORS ARE ADVISED TO READ THIS REPLACEMENT INFORMATION MEMORANDUM AND OBTAIN PROFESSIONAL ADVICE BEFORE SUBSCRIBING TO UNITS OF THE FUND. THIS FUND IS OFFERED FOR SALE TO SOPHISTICATED INVESTORS ONLY. THIS FUND IS NOT OFFERED FOR SALE TO U.S. PERSON(S). FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE SOPHISTICATED INVESTORS, SEE "RISK FACTORS" COMMENCING ON PAGE 5.
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RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER
Responsibility Statements This Replacement Information Memorandum in respect of the United Cash Fund 2 has been seen and approved by the directors of UOB Asset Management (Malaysia) 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. Statements of Disclaimer The Securities Commission Malaysia will not be liable for any non-disclosure on the part of UOB Asset Management (Malaysia) Berhad and takes no responsibility for the contents of this Replacement 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 Replacement Information Memorandum. SOPHISTICATED INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. SOPHISTICATED INVESTORS WHO ARE UNABLE TO MAKE THEIR OWN EVALUATION ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS. Additional Statements Sophisticated Investors are advised to read this Replacement Information Memorandum and obtain professional advice before subscribing to Units of the United Cash Fund 2. Sophisticated Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws and regulations including any statement in the Replacement Information Memorandum that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the Replacement Information Memorandum or the conduct of any other person in relation to the Fund. The United Cash Fund 2 may only be offered for sale to Sophisticated Investors and investors must ensure that they are Sophisticated Investors before making an investment in the United Cash Fund 2. In the event that the Manager becomes aware that a person who is not eligible to apply for Units is in fact holding Units, the Manager shall be deemed to have received a redemption request in respect of such Units on the Business Day following the day the Manager first became aware of the Unit Holder’s ineligibility. The Fund will not be offered for sale in the United States of America, its territories or possessions and all areas subject to its jurisdiction, or U.S. Person(s). Accordingly, Sophisticated Investors may be required to certify that they are not U.S. Person(s) before making an investment in the Fund. Additional Disclosures on Personal Information Sophisticated Investors are advised to read and understand the full personal data or information related disclosures which will be given to you together with the application form before purchasing Units of the Fund. The said disclosures consist of, but is not limited to, UOB Asset Management (Malaysia) Berhad being entitled to transfer, release and disclose from time to time any information relating to the Unit Holders to any of UOB Asset Management (Malaysia) Berhad’s parent company, subsidiaries, associate companies, affiliates, delegates, service providers and/or agents (including any outsourcing agents and/or data processors) for any purpose on the basis that the recipients shall
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continue to maintain the confidentiality of information disclosed as required by laws, regulations or directives, regulatory agency, government body or authority, or in relation to any legal action to any court.
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TABLE OF CONTENTS
RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER ........................................... I
TABLE OF CONTENTS ......................................................................................................................... III
2.1 GENERAL RISKS OF INVESTING IN THE FUND ........................................................................................................ 5 2.2 SPECIFIC RISKS RELATED TO THE FUND ................................................................................................................ 5 2.3 RISK MANAGEMENT STRATEGIES ............................................................................................................................ 6
CHAPTER 3: TRANSACTION INFORMATION ...................................................................................... 7
3.1 PRICING POLICY ......................................................................................................................................................... 7 3.2 COMPUTATION OF NAV AND NAV PER UNIT ............................................................................................................ 7 3.3 PRICING OF UNITS...................................................................................................................................................... 7 3.4 SALE OF UNITS ........................................................................................................................................................... 8 3.5 REDEMPTION OF UNITS ............................................................................................................................................. 8 3.6 PERIODIC REPORTING TO UNIT HOLDERS .............................................................................................................. 9 3.7 BASES OF VALUATION OF THE ASSETS OF THE FUND AND VALUATION FOR THE FUND.................................. 9
CHAPTER 4: THE MANAGER .............................................................................................................. 10
4.1 BACKGROUND & EXPERIENCE OF THE MANAGER ............................................................................................... 10 4.2 ROLE, DUTIES AND RESPONSIBILITIES OF THE MANAGER ................................................................................. 10 4.3 THE MANAGEMENT TEAM ........................................................................................................................................ 10 4.4 INVESTMENT TEAM .................................................................................................................................................. 11
CHAPTER 5: THE TRUSTEE................................................................................................................ 12
5.1 ABOUT PACIFIC TRUSTEES BERHAD ..................................................................................................................... 12 5.2 EXPERIENCE IN TRUSTEE BUSINESS .................................................................................................................... 12 5.3 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE .............................................................................................. 12 5.4 STATEMENT OF RESPONSIBILITY OF THE TRUSTEE ........................................................................................... 12 5.5 TRUSTEE’S DELEGATE (CUSTODIAN) .................................................................................................................... 13 5.6 DISCLOSURE ON RELATED-PARTY TRANSACTIONS AND CONFLICT OF INTERESTS....................................... 13
CHAPTER 6: RIGHTS AND LIABILITIES OF UNIT HOLDERS .......................................................... 14
6.1 RIGHTS OF UNIT HOLDERS ..................................................................................................................................... 14 6.2 LIABILITIES OF UNIT HOLDERS ............................................................................................................................... 14
CHAPTER 7: POWER TO CALL FOR A UNIT HOLDERS’ MEETING ............................................... 15
7.1 MEETINGS DIRECTED BY THE UNIT HOLDERS...................................................................................................... 15 7.2 TERMINATION OF THE FUND ................................................................................................................................... 15
CHAPTER 8: ADDITIONAL INFORMATION ........................................................................................ 16
Mr Wong Kim Choong Mr Thio Boon Kiat (alternate to Mr Wong Kim Choong)
Ms Lim Suet Ling Mr Seow Lun Hoo Mr Khoo Chock Seang Encik Izlan Bin Izhab Dato’ Dr Choong Tuck Yew
Trustee Pacific Trustees Berhad
(Company No. 317001-A)
Auditors for the Fund Ernst & Young
Tax Advisers for the Fund Deloitte Tax Services Sdn Bhd
Solicitors for the Manager Wei Chien & Partners
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DEFINITIONS
Base Currency means the base currency of the Fund, i.e. Ringgit Malaysia.
Business Day
means a day on which banks in Kuala Lumpur are open for business.
CMSA
means the Capital Markets and Services Act 2007 (as may be amended from time to time).
Deed
means the deed entered into between the Manager and the Trustee dated 15 December 2015 including any supplementary deed(s) in relation to the Fund.
Deposits means money market deposits and/or fixed deposits placed with the financial institutions.
financial institution means, (a) if the institution is in Malaysia:
(i) licensed bank*; (ii) licensed investment bank*; (iii) licensed Islamic bank
#; or
(iv) development financial institutions regulated under the Development Financial Institutions Act 2002; and
(b) if the institution is outside Malaysia, any institution that is
licensed, registered, approved or authorized by the relevant banking regulator to provide financial services.
Note: * has the same meaning as prescribed under the Financial Services
Act 2013. # a bank licensed under the Islamic Financial Services Act 2013.
Fund means the United Cash Fund 2.
GST means goods and services tax.
IUTA means an institutional unit trust adviser registered with the Federation of Investment Managers Malaysia.
Manager, UOBAM(M), us, our, we
means UOB Asset Management (Malaysia) Berhad.
MYR, RM means Ringgit Malaysia, the official currency of Malaysia.
Net Asset Value (NAV)
means the net asset value of the Fund, which 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 the annual trustee fee, the NAV of the Fund is inclusive of the management fee and the trustee fee for the relevant day.
NAV per Unit means the NAV of the Fund divided by the number of Units in circulation, at the valuation point.
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Replacement Information Memorandum
means this document, and includes any supplementary or replacement information memorandum.
Securities Commission, the SC
means the Securities Commission Malaysia.
Short Term
means a period of less than one (1) year.
Sophisticated Investor(s)
refers to: an individual whose total net personal assets, or total net joint assets
with his or her spouse, exceed three million ringgit or its equivalent in foreign currencies, excluding the value of the individual’s primary residence;
an individual who has a gross annual income exceeding three hundred thousand ringgit or its equivalent in foreign currencies per annum in the preceding twelve months;
an individual who, jointly with his or her spouse, has a gross annual income exceeding four hundred thousand ringgit or its equivalent in foreign currencies in the preceding twelve months;
a corporation with total net assets exceeding ten million ringgit or its equivalent in foreign currencies based on the last audited accounts;
a partnership with total net assets exceeding ten million ringgit or its equivalent in foreign currencies;
a unit trust scheme or prescribed investment scheme; a private retirement scheme; a closed-end fund approved by the Securities Commission; a company that is registered as a trust company under the Trust
Companies Act 1949 which has assets under management exceeding ten million ringgit or its equivalent in foreign currencies;
a corporation that is a public company under the Companies Act 1965 which is approved by the Securities Commission to be a trustee under the CMSA and has assets under management exceeding ten million ringgit or its equivalent in foreign currencies;
a statutory body established by an Act of Parliament or an enactment of any state in Malaysia;
a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967;
a holder of a capital markets services licence issued or an executive director or a chief executive officer of a holder of a capital markets services licence;
a licensed institution as defined in the Financial Services Act 2013; an Islamic bank as defined in the Islamic Financial Services Act
2013; an insurance company registered under the Financial Services Act
2013; a takaful operator registered under the Islamic Financial Services Act
2013; a bank licensee or insurance licensee as defined under the Labuan
Financial Services and Securities Act 2010; an Islamic bank licensee or takaful licensee as defined under the
Labuan Islamic Financial Services and Securities Act 2010; and any other investor as may be defined by the Securities Commission
from time to time.
Special Resolution means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority of not less than three-fourths of the Unit Holders present and voting at the meeting in person or by proxy; for the avoidance of doubt, “three-fourths of the Unit Holders present and voting” means three-fourths of the votes cast by the Unit Holders present and voting; for the purposes of winding-up the Fund, “Special Resolution” means a resolution passed at a meeting of Unit
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Holders duly convened in accordance with the Deed by a majority in number holding not less than three-fourths of the value of the votes cast by the Unit Holders present and voting at the meeting in person or by proxy.
the Trustee
means Pacific Trustees Berhad.
Unit(s) refers to 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.
Unit Holder or Unit Holders
means a Sophisticated Investor for the time being who is registered pursuant to the Deed as a holder of Units, including persons jointly registered.
U.S. (United States) Person(s)
means: a) a U.S. citizen (including dual citizen); b) a U.S. resident alien for tax purposes; c) a U.S. partnership; d) a U.S. corporation; e) any estate other than a non-U.S. estate; f) any trust if:
i) a court within the U.S. is able to exercise primary supervision over the administration of the trust;
ii) one or more U.S. Persons have the authority to control all substantial decisions of the trust; and
g) any other person that is not a non-U.S. person.
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CHAPTER 1: KEY DATA OF THE FUND
This section contains a summary of the salient information about the Fund.
Fund Information
Name of Fund United Cash Fund 2
Fund Type Income
Fund Category Money Market
Base Currency MYR
Investment Objective
The Fund aims to provide investors with income1 and liquidity
2 by
investing in RM denominated Deposits. Note: 1
Income distribution (if any) will be in the form of additional Units. 2 Liquidity means that investors will receive their redemption proceeds
next Business Day after redemption application is received by the Manager on or before the cut-off time. Any material change to the Fund’s investment objective would require Unit Holders’ approval.
Investment Policy and Strategy
The Fund seeks to achieve its investment objective by investing 100% of its NAV in RM denominated Deposits which have a maturity period of not more than 366 days. A portfolio of Deposits with different maturity profiles will be constructed to meet the Fund’s liquidity requirement while maximizing portfolio returns. In order to achieve the investment objective, the Manager may also invest up to 100% of the Fund’s NAV in a single financial institution or with multiple financial institutions.
Asset Allocation
100% of the Fund’s NAV will be invested in RM denominated Deposits which have a maturity period of not more than 366 days.
Principal Risks Associated with the Fund
Credit/default risk
Interest rate risk
Liquidity risk
Income distribution risk
Performance Benchmark
Bank Negara Malaysia Interbank Weighted Average Overnight Rate http://www.bnm.gov.my/index.php?ch=statistic&pg=stats_convinterbkrates The risk profile of the Fund is not the same as the risk profile of the performance benchmark. There is no guarantee that the Fund will outperform the benchmark.
Targeted Investors
The Fund is suitable for Sophisticated Investors: (i) who are conservative and seek regular income*; (ii) who require liquidity**;
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(iii) who are risk averse; and (iv) who prefer a Short Term investment horizon. Note: * Income distribution (if any) will be in the form of additional Units. ** Liquidity means that investors will receive their redemption proceeds next Business Day after redemption application is received by the Manager on or before the cut-off time.
Permitted Investments
Unless otherwise prohibited by the relevant regulatory authorities or any relevant law and provided always that there are no inconsistencies with the objective of the Fund, the Fund is permitted under the Deed to invest in the following local investments: 1. RM denominated Deposits which have a maturity period of not more
than 366 days; and 2. Any other form of investments as may be agreed upon by the
Manager and the Trustee from time to time.
FEES AND CHARGES RELATED TO THE FUND
This table describes the fees and charges that you may incur DIRECTLY when you buy or sell Units of the Fund. All the fees and charges below are exclusive of GST.
Sales Charge
Manager Nil
Authorized distributors Nil.
Redemption Charge
Nil
Switching Fee
Nil.
Transfer Fee Not applicable.
Other Charges Charges, for instance bank charges, telegraphic charges and courier charges, shall be borne by the Unit Holder.
This table describes the fees, charges and expenses that you may incur INDIRECTLY when you invest in the Fund. All the fees and charges below are exclusive of GST.
Annual Management Fee
Up to 0.60% per annum of the NAV of the Fund calculated and accrued on a daily basis.
Note: The Manager may in its own discretion, from time to time, charge an annual management fee that is lower than that stated above.
Annual Trustee Fee
Up to 0.04% per annum of the NAV of the Fund, accrued daily and paid monthly, subject to a minimum of RM12,000 per annum. Please refer to Section 3.2 for details of GST calculation.
Other Expenses
Only fees and expenses that are directly related and necessary in operating and administering the Fund may be charged to the Fund in accordance with the Deed. These include the following:
audit fees;
commission or fees paid to dealers;
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tax adviser’s fee;
taxes and other duties imposed by the government and/or other authorities;
valuation fees incurred for the valuation of any investment of the Fund by independent valuers for the benefit of the Fund;
independent investment committee members fee;
cost for modification of the Deed save where such modification is for the benefit of the Manager and/or the Trustee;
cost of convening meetings of Unit Holders save where such meeting is convened for the benefit of the Manager and/or the Trustee;
bank charges;
printing and postages of annual and quarterly reports; and
any tax such as GST and/or other indirect or similar tax now or hereafter imposed by law or required to be paid in connection with any costs, fees and expenses incurred by the Fund.
Rebates and Soft Commission
It is our policy to channel all rebates, if any, received from stockbrokers or dealers to the Fund. However, soft commissions received for goods and services which are of demonstrable benefit to Unit Holders such as fundamental databases, financial wire services, technical analysis software and stock quotation system incidental to investment management of the Fund are retained by us.
TRANSACTION INFORMATION
Minimum Initial Investment
RM10,000 or such other lower amount as the Manager may from time to time accept.
Minimum Additional Investment
RM1,000 or such other lower amount as the Manager may from time to
time accept.
Minimum Redemption Amount
1,000 Units or such other lesser amount of Units as the Manager may from time to time decide.
Minimum Holding 1,000 Units or such other lesser amount of Units as the Manager may from time to time decide.
Switching Facility
The minimum switching amount is 1,000 Units. Switching facility is available for the Fund subject to the Fund Manager’s discretion.
Transfer Facility Transfer facility is not available for the Fund.
Eligibility to Subscribe The Fund is only offered for sale to Sophisticated Investors. In the event that the Manager becomes aware that a Unit Holder who is not eligible to apply for Units is in fact holding Units, the Manager shall be deemed to have received a redemption request in respect of such Units on the Business Day following the day the Manager first became aware of the Unit Holder’s ineligibility.
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OTHER INFORMATION
Distribution Policy
Subject to the availability of income, distribution will be made monthly.
Mode of Distribution
Distribution (if any) will be automatically reinvested into the Unit Holder(s)’ accounts in the form of additional Units in the Fund at no cost. The number of Units will be computed based on the NAV per Unit on the day the distribution is declared (“Distribution Date”) and the reinvestment will be made on the first Business Day immediately following the Distribution Date.
Financial Year End 30 November
Deed The deed dated 15 December 2015 in respect of the Fund entered into between the Manager and the Trustee, including any supplementary deed(s) in relation to the Fund.
Goods and Services Tax Act 2014
All fees and charges payable to the Manager and the Trustee are subject to goods and services tax as may be imposed by the government or other authorities from time to time.
Avenue for Advice
If you have any queries or require further information, please contact us at 03-2732 1181. Alternatively, you may contact any of our authorized distributors.
THERE ARE FEES AND CHARGES INVOLVED AND SOPHISTICATED INVESTORS ARE ADVISED TO CONSIDER THE FEES AND CHARGES BEFORE INVESTING IN THE FUND. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SOPHISTICATED INVESTORS SHOULD CONSIDER, PLEASE REFER TO THE “RISK FACTORS” SECTION COMMENCING ON PAGE 5.
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CHAPTER 2: RISK FACTORS
The Manager encourages Unit Holders to give careful consideration to the risks associated when investing in the Fund and, accordingly, to obtain independent financial and taxation advice before investing in the Fund. 2.1 GENERAL RISKS OF INVESTING IN THE FUND Below are some of the general risks which Unit Holders should be aware of when investing in the Fund: a) Market Risk Market risk refers to potential losses that may arise from changes in the market conditions which may affect the market prices of the investments of the Fund and hence the NAV of the Fund. Market conditions are generally affected by, amongst others, social environment, political and economic stability. b) Management Risk The performance of the Fund is affected by the experience, expertise and investment strategy of the Manager. A lack of experience, knowledge and expertise, as well as poor execution of the investment strategy of the Fund may affect the returns of the Fund and may result in a loss of the capital invested. c) Inflation Risk Inflation risk is a risk of an investor’s investment not growing at a rate that keeps pace with the inflation rate, thereby decreasing the investor’s purchasing power even though the investment in monetary terms may have increased. d) Non-compliance Risk Non-adherence with laws, rules, regulations, prescribed practices, internal policies and procedures may adversely affect the Fund’s investment when the Manager takes action to rectify the non-compliance. Investment goals may also be affected should the Manager not adhere to the investment mandate (such as the Fund’s investment objective and investment policy and strategy). The non-adherence may be the outcome from human error (for instance the oversight of the Manager) or system failure (causing unnecessary downtime). The magnitude of such risk and its impact on the Fund and/or Unit Holders are dependent on the nature and severity of the non-compliance. In order to mitigate this risk, the Manager has stringent internal controls and ensures that compliance monitoring processes are undertaken. 2.2 SPECIFIC RISKS RELATED TO THE FUND Below are some of the specific risks when investing in the Fund: a) Credit/Default Risk This refers to the creditworthiness of the financial institutions and its expected ability to make timely payment of interest and principal. Default happens when the financial institutions are not able to make timely payments of interest and/or principal. This may cause the Fund to suffer the loss of capital and/or income and adversely affect the NAV of the Fund.
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b) Interest Rate Risk Interest rates offered by the financial institutions will fluctuate according to the Overnight Policy Rate (”OPR”) determined by Bank Negara Malaysia and this has direct correlation with the Fund’s investment in Deposits. The Fund will enjoy higher interest income when interest rates rise and vice versa. Upon the revision of the OPR, rates for pre-existing Deposit placements will remain unchanged. The change in the OPR will only affect new placements made after such change. Note: Since the Fund adopts the accrual accounting approach for its valuation of Deposits, there will not be any mark-to-market gain or loss due to interest rate movements. Based on the accrual valuation approach, all Deposits placed with financial institutions will be valued each day by reference to the principal value of such Deposits and the interests will be accrued daily for the relevant period. c) Liquidity Risk This is the risk that where there is insufficient cash available to meet redemption requirements, the Manager may be required to prematurely unwind positions in longer term placements resulting in foregone interest. d) Income Distribution Risk It should be noted that the distribution of income is not guaranteed. Circumstances preventing the distribution of income include, among others, unavailability of sufficient realised gains or realised income to enable income distribution. As per the SC Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework, distribution of income should only be made from realised gains or realised income. 2.3 RISK MANAGEMENT STRATEGIES The Manager seeks to mitigate the risks associated with the Fund by imposing stringent internal controls, compliance monitoring, and by virtue of its experience, skills and diligence. This includes monitoring the interest rate environment, placing Deposits of various tenors with financial institutions to cater for liquidity and monitoring the creditworthiness of the financial institutions. THE ABOVE SHOULD NOT BE CONSIDERED TO BE AN EXHAUSTIVE LIST OF THE RISKS WHICH POTENTIAL SOPHISTICATED INVESTORS SHOULD CONSIDER BEFORE INVESTING INTO THE FUND. POTENTIAL SOPHISTICATED INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE FUND MAY BE EXPOSED TO OTHER RISKS FROM TIME TO TIME. YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF AN INVESTMENT. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THIS REPLACEMENT INFORMATION MEMORANDUM AND, IF NECESSARY, CONSULT YOUR ADVISER(S) BEFORE MAKING AN INVESTMENT DECISION.
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CHAPTER 3: TRANSACTION INFORMATION
3.1 PRICING POLICY The Manager adopts a single pricing policy which means that the selling price and redemption price of Units will be quoted based on a single price, i.e., the NAV per Unit. The daily NAV per Unit is calculated at the next valuation point on a forward pricing basis. 3.2 COMPUTATION OF NAV AND NAV PER UNIT 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 is inclusive of the management fee and trustee fee for the relevant day. The NAV per Unit of the Fund at a valuation point is determined by dividing the NAV of the Fund at that valuation point by the number of Units in circulation of the Fund at the same valuation point. An illustration of computation of NAV and the NAV per Unit for a particular day:- Example: RM Investments 85,937,316 Other assets 3,596,911
Total assets 89,534,227 Less: Liabilities (508,561)
NAV of the Fund (before deduction of daily accrued management fee and trustee fee)
89,025,666
Less: Management fee - calculated on a daily basis (0.60% per annum/365days) x RM89,025,666 (1,463)
6% GST on management fee (6% x RM1,463) (88)
Trustee fee - calculated on a daily basis (0.04% per annum/365days) x RM89,025,666 (98)
6% GST on trustee fee (6% x RM98) (6)
NAV of the Fund (after deduction of daily accrued management fee, trustee fee and GST)
89,024,011
Units in circulation 80,000,000 NAV per Unit 1.1128001 NAV per Unit (Rounded up to 4 decimal points) 1.1128
Please note that the calculation set out above is for illustration purposes only. 3.3 PRICING OF UNITS The daily NAV per Unit of the Fund is valued at the next valuation point after a redemption request is received by the Manager, i.e., on forward price basis.
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Policy on rounding adjustment In calculating a Unit Holder’s investments, the NAV per Unit of the Fund will be rounded up to four decimal places. Units allocated to a Unit Holder will be rounded up to two decimal places.
3.4 SALE OF UNITS
Minimum Initial Investment
RM10,000 or such other lower amount as the Manager may from time to time accept.
Minimum Additional Investment
RM1,000 or such other lower amount as the Manager may from time to
time accept.
The Fund is open for subscription on each Business Day. Subscriptions are deemed to be received upon (i) the receipt of complete documentation and information as required by the Manager; and (ii) cleared payments. Application for Units must be received by the Manager before the cut-off time of 4.00p.m. on any Business Day. Any application received after 4.00p.m. on any Business Day will be taken as an application made on the next Business Day. Sophisticated Investors are required to complete application forms, which are available at: (a) the head office of the Manager; or (b) authorized distributors of the Manager throughout Malaysia. For the convenience of applicants, all authorized distributors are authorized to accept the application forms accompanied by the necessary remittance for onward transmission to the Manager. Note: The Manager reserves the right to accept or reject any application in whole or part thereof without assigning any reason. SOPHISTICATED INVESTORS ARE ADVISED NOT TO MAKE ANY PAYMENTS IN CASH IN RESPECT OF THEIR INVESTMENTS WHEN PURCHASING UNITS OF A FUND. PLEASE BE ADVISED THAT IF THE SOPHISTICATED INVESTOR INVESTS IN UNITS THROUGH AN IUTA WHICH ADOPTS THE NOMINEE SYSTEM OF OWNERSHIP, THE SOPHISTICATED INVESTOR WOULD NOT BE CONSIDERED TO BE A UNIT HOLDER UNDER THE DEED AS THE SOPHISTICATED INVESTOR’S NAME WILL NOT APPEAR IN THE REGISTER OF UNIT HOLDERS. THE SOPHISTICATED INVESTOR MAY CONSEQUENTLY NOT HAVE ALL THE RIGHTS ORDINARILY EXERCISABLE BY A UNIT HOLDER (FOR EXAMPLE, THE RIGHT TO CALL FOR A UNIT HOLDERS’ MEETING AND TO VOTE THEREAT). 3.5 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 head office of the Manager and also offices of the authorized distributors. There is no restriction on the number of times a Unit Holder can redeem.
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Units redeemed before the cut-off time of 4.00p.m. on any Business Day (T) will be redeemed at the NAV per Unit of the Fund at the close of Business Day on the day the redemption form is received by the Manager. The redemption proceed will be paid on the next Business Day (T+1). Any redemption request received after 4.00p.m. on any Business Day (T) will be taken as a redemption request made on the next Business Day. The redemption proceed will be paid on the second (2
nd )
Business Day (T+2) following the receipt of the redemption request.
The minimum redemption amount is 1,000 Units or such other lesser Units as the Manager may from time to time decide. However, if the redemption request leaves a Unit Holder with less than 1,000 Units (minimum holdings), the Manager will request the Unit Holder to redeem the remaining Units in the Unit Holder’s account. 3.6 PERIODIC REPORTING TO UNIT HOLDERS Unit Holders will receive the following statements and reports:
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;
Monthly statements of account which shows the balance of Unit Holders’ investments and all transactions made during the month, distribution details and investment value;
Quarterly reports and annual reports which will be sent to all Unit Holders within two (2) months from the end of each financial quarter; and
If distribution is declared by the Fund, Unit Holders will receive a statement of distribution, detailing the nature and amount of distribution by the Fund and a tax statement or voucher for submission to the Inland Revenue Board of Malaysia upon their request.
3.7 BASES OF VALUATION OF THE ASSETS OF THE FUND AND VALUATION FOR THE FUND
3.7.1 BASES OF VALUATION OF THE ASSETS OF THE FUND
Investment Instruments
Valuation Basis
Deposits For Deposits placed with financial institution, valuation will be performed by reference to the principal value provided by the financial institution that issues or provides such investments including interests accrued thereon for the relevant period, if any.
Any other instruments Fair value as determined in good faith by the Manager, on methods or bases which have been verified by the auditors of the Fund and approved by the Trustee.
3.7.2 VALUATION FOR THE FUND
The Fund will be valued daily at 5.00pm on every Business Day. The valuation of the Fund will be carried out in a fair and accurate manner. Unit Holders may contact the Manager directly during business hours to obtain the latest price of the Fund. Please refer to the Corporate Directory section at page IV for contact details.
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CHAPTER 4: THE MANAGER
4.1 BACKGROUND & EXPERIENCE OF THE MANAGER UOB Asset Management (Malaysia) Berhad holds the capital markets and services licence for fund management in Malaysia under the CMSA since January 1997. In January 2014, UOBAM(M) has obtained the approval from the SC to deal in securities restricted to unit trust products. UOBAM(M) has more than 19 years’ experience in providing fund management, for both institutional and retail clients. UOBAM(M) is substantially owned by UOB Asset Management Ltd (“UOBAM”), headquartered in Singapore. UOBAM has more than 30 years of experience managing collective investment schemes and discretionary funds.
4.2 ROLE, DUTIES AND RESPONSIBILITIES OF THE MANAGER The Manager 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 objective, the provisions of this Replacement 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 to the Unit Holders; d) keeping proper records of the Fund; and e) keeping the Unit Holders informed on material matters relating to the Fund. 4.3 THE MANAGEMENT TEAM The key personnel of the management team are as follows: Ms Lim Suet Ling - Executive Director and Chief Executive Officer Ms Lim Suet Ling is the chief executive officer and executive director of UOBAM(M). She graduated with a Bachelor of Business Administration (Hons) from the National University of Singapore in 1989 and is also a chartered financial analyst. She has more than 20 years of experience in the industry and has particular expertise in Malaysian and Asia ex-Japan equities. Her mandates have been wide ranging with varying investment styles and focus. She has held senior positions including the Malaysia equity team head of UOB Asset Management Ltd and has been portfolio manager of several funds in both Malaysia and Singapore. She was promoted to executive director and chief executive officer of UOBAM(M) in 2005 to oversee the growth of the company. Ms Lim holds a capital markets and services representative's licence for the regulated activity of fund management. Mr Francis Eng Tuck Meng – Chief Investment Officer Mr Francis Eng has more than 17 years of investment-related experience including fund management and equities research. Prior to being with UOBAM(M), he was a senior analyst with a foreign securities firm and was part of the equities research team that was ranked by Greenwich and Asiamoney. Mr Francis Eng is a Chartered Financial Analyst (“CFA”) charterholder. He holds a Bachelor of Economics degree with a double major in actuarial studies and finance. Mr Zach Goh Kah Heng – Compliance Officer Mr Zach Goh Kah Heng has more than 10 years of experience in the field of banking and finance. He is the designated person responsible for legal and compliance matters of UOBAM(M). Prior to joining UOBAM(M), he was in legal practice and previously he was the legal manager in a foreign Islamic financial institution in Malaysia. He holds a Bachelor of Law (LLB Hons) from Northumbria University at Newcastle, UK and a Certificate of Legal Practice. He was admitted as an advocate and solicitor of the High Court of Malaya in 2013.
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Ms Jennifer Lim Pei Pei – Head of Business Development & Marketing Ms Jennifer Lim is the head of business development & marketing in UOBAM(M). She graduated with Bachelor of Accounting (Hons) from Universiti Utara Malaysia. She has more than 16 years of experience in marketing of investment products and services. Prior to joining UOBAM(M), Jennifer was with a local unit trust company, responsible for training, marketing & financial planning. Ms Kong Mei Hwa - Head of Operations Ms Kong Mei Hwa is currently the head of operations of UOBAM(M). She joined UOBAM(M) in March 2003. Prior to this position, she was the credit control executive in a local broking firm. She holds a Bachelor of Commerce (Economics)(Hons) from Curtin University of Technology, Perth, Western Australia. She has more than 15 years of working experience in financial services, including stock broking and asset management. 4.4 INVESTMENT TEAM The key members of the investment team are as follows and the investment team meet at least once a month or as and when circumstances require: Ms Lim Suet Ling - Executive Director and Chief Executive Officer (Her profile is as set out in Section 4.3 above.) Mr Francis Eng Tuck Meng - Chief Investment Officer (His profile is as set out in Section 4.3 above.) Mr Chang Kang Shyang – Head of Fixed Income, Portfolio Manager and the designated fund manager for the Fund Chang Kang Shyang is the head of fixed income at UOBAM(M). He holds a Bachelor of Accountancy (Hons) degree from Universiti Utara Malaysia and is also a CFA charterholder. He began his career in an audit firm before joining the financial industry. He has more than 18 years of experience in the financial industry and has been mainly involved in various treasury activities. Prior to joining UOBAM(M), he was attached to the fixed income desk at a local bank. Mr Chang holds a capital markets and services representative’s licence for the regulated activity of fund management.
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CHAPTER 5: THE TRUSTEE
5.1 ABOUT PACIFIC TRUSTEES BERHAD Pacific Trustees Berhad (“PTB”) has been appointed as the Trustee of the Fund. The Trustee will act as trustee and custodian of the assets of the Fund and safeguard the interests of the Unit Holders. In performing its duties, the Trustee shall exercise all due care and vigilance in conducting its functions and duties in accordance with the provision of the Deed, SC Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (“Guidelines”), CMSA and other relevant laws. The Trustee is also responsible to ensure that the Manager performs its duties in accordance with the Deed, Guidelines and CMSA. PTB was incorporated on 21
st September 1994 under the Companies Act 1965 and is registered as a
trust company under the Trust Companies Act 1949 on 29th September 1995 with its registered
address at Unit A-9-8, 9th Floor, Megan Avenue 1, No.189, Jalan Tun Razak, Off Persiaran
Hampshire, 50400 Kuala Lumpur. PTB had registered with the SC to act as trustee for unit trust funds since 11
th May 2005. PTB has over twenty one (21) years of experience in handling trustee business.
5.2 EXPERIENCE IN TRUSTEE BUSINESS
PTB is managed by a team of professionals with relevant experiences and qualifications with over 21 years of experience as trustee in providing a wide range of trust services which includes acting as bond trustees, security trustees and share trustees for private debt securities (PDS), asset-backed securitisation, trustees for collective investment scheme including REITs, escrow agent, custodian, e-money, trustees for clubs (golf and non-golf), timesharing schemes, sharefarming schemes, memorial parks, wills writing, administration of private and charitable trust, and others. 5.3 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE The Trustee’s main role and responsibility is to act as Trustee to safeguard the interest of the Unit Holders, in accordance with the provisions of the Deed, CMSA, Guidelines and other relevant laws and also act as custodian by holding the assets of the Fund in favour of the Unit Holders. Among other things, the Trustee is required to:-
Monitor the administration of the Fund by the Manager to ensure that it is in accordance with the Deed, Guidelines, CMSA and securities law;
Ensure that proper records are kept for all transactions, distribution, interests and income received and distributed in respect of the Fund;
Require the Manager to keep it fully informed as to the details of the Manager’s policies on investments and changes thereof;
Ensure that the accounts be audited at least annually and that the Manager forwards to Unit Holders a copy of those accounts within two (2) months from the end of the financial year;
Be responsible for the collection and periodical distribution of income earned from the investment portfolio to the Unit Holders (subject to such duty being delegated to the Manager); and
Report to the SC if it considers that the Manager has not acted in the Unit Holders’ interest or in accordance with the provision of the Deed or has not complied with the Guidelines.
5.4 STATEMENT OF RESPONSIBILITY OF THE TRUSTEE The Trustee has given its willingness to assume the position as trustee of the Fund and is willing to assume all its obligations in accordance with the Deed, CMSA and all relevant laws. In respect of monies paid by an investor for the application of Units, the Trustee’s responsibility arises when the
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monies are received in the relevant account of the Trustee for the Fund and in respect of a redemption request, the Trustee’s responsibility is discharged once it has paid the redemption amount to the Manager. 5.5 TRUSTEE’S DELEGATE (CUSTODIAN) PTB also acts as the custodian of the assets of the Fund. The custodian’s comprehensive custody and clearing services cover traditional settlement processing and safekeeping as well as corporate related services including cash and security reporting, income collection and corporate event processing. All investments are registered into the name of the Fund. 5.6 DISCLOSURE ON RELATED-PARTY TRANSACTIONS AND CONFLICT OF INTERESTS As at 31 May 2016, there are no existing and/or proposed related party transactions involving or in connection with the Fund. Should there be any proposed related party transaction(s) entered into by the Trustee, such transaction(s) will be on terms that are no less favourable to the Fund and neither will it be prejudicial to the interest of the Unit Holders.
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CHAPTER 6: RIGHTS AND LIABILITIES OF UNIT HOLDERS
6.1 RIGHTS OF UNIT HOLDERS As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right to:
receive distributions of income, if any;
participate in any increase in the value of the Units;
call for Unit Holders’ meetings and to vote for the removal of the Trustee or the Manager through a Special Resolution;
receive monthly statements, quarterly and annual reports on the Fund; and
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 assets 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 the registered owner of such assets. 6.2 LIABILITIES OF UNIT HOLDERS As a Unit Holder of the Fund, and subject to the provisions of the Deed, your liabilities would be limited to the following: 1) A Unit Holder would not be liable for any amount in excess of the purchase price paid for the
Units as determined in accordance with the Deed at the time the Units were purchased and any charges payable in relation thereto.
2) A Unit Holder 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 value of the assets of the Fund.
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CHAPTER 7: POWER TO CALL FOR A UNIT HOLDERS’ MEETING
7.1 MEETINGS DIRECTED BY THE UNIT HOLDERS Unless otherwise required or allowed by the relevant laws, the Manager shall, within twenty-one (21) days of receiving a direction from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is less, summon a meeting of the Unit Holders by: (a) sending by post or facsimile 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. The Unit Holders may direct the Manager to summon a meeting for any purpose including, without limitation, for the purpose of: (1) requiring the retirement or removal of the Manager; (2) requiring the retirement or removal of the Trustee; (3) considering the most recent audited financial statements of the Fund; (4) giving to the Trustee such directions as the meeting thinks proper (and the Trustee shall be
required to give effect to such directions only if it is indemnified to its satisfaction); or (5) considering any matter in relation to the Deed; provided always that the Manager shall not be obliged to summon such a meeting unless a direction has been received from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is the lesser number. 7.2 TERMINATION OF THE FUND The Fund may be terminated or wound up upon the occurrence of any of the following events: (a) a Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund,
following occurrence of events stipulated under section 301(1) of the CMSA and the court has confirmed the resolution, as required under section 301(2) of the CMSA;
(b) a Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund;
and (c) by the Manager at any time in its absolute discretion subject to compliance with the relevant
laws.
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CHAPTER 8: ADDITIONAL INFORMATION
8.1 UNCLAIMED MONEYS If the cheques for the payment of moneys to Unit Holders are not presented for payment, and those moneys remain unclaimed for such period as may be prescribed by the Unclaimed Moneys Act, 1965, the Manager shall lodge such moneys with the registrar of unclaimed moneys in accordance with the provisions of the Unclaimed Moneys Act, 1965. 8.2 ANTI-MONEY LAUNDERING POLICIES AND PROCEDURES The Manager has in place a know your client (KYC) policy where procedures are in place to verify clients’ identification by obtaining satisfactory evidence of clients’ identity and source of funds before opening an account or establishing a business relationship. The Manager reserves the right to reject any subscription if information or documentation required is incomplete or insufficient. 8.3 NO GUARANTEE
The Manager does not guarantee the performance or success of the Fund. Sophisticated Investors are advised to read this Replacement Information Memorandum and obtain professional advice before subscribing to the Fund. 8.4 ENQUIRIES All enquiries about the investment should be sent via email to [email protected] or directed in writing to: UOB Asset Management (Malaysia) Berhad Level 22, Vista Tower The Intermark 348, Jalan Tun Razak 50400 Kuala Lumpur Telephone number: +603 2732 1181 Facsimile number: +603 2164 8188 Email address: [email protected] Website: www.uobam.com.my Institutional Unit Trust Advisers and Authorized Distributors For more details on the list of appointed IUTAs or authorized distributors, please contact the Manager.
