aammma aannna ahhhrraaayyyaa …...v latest practicable date (lpd) as at 31 st january 2014, being...
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THIS INFORMATION MEMORANDUM IS DATED 2 8TH
FEBRUARY 2014.
MANAGER : AMANAHRAYA INVESTMENT MANAGEMENT SDN BHD
TRUSTEE : PB TRUSTEE SERVICES BERHAD
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE
INFORMATION MEMORANDUM. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL
ADVISER.
UNITS OF AMANAHRAYA ISLAMIC CASH MANAGEMENT FUND CAN ONLY BE SOLD
TO QUALIFIED INVESTORS AS PRESCRIBED UNDER PARAGRAPH 3.02 OF
GUIDELINES ON WHOLESALE FUND.
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MMMaaannnaaagggeeemmmeeennnttt FFFuuunnnddd (((AAARRRIIICCCMMMFFF)))
i
ABOUT THIS DOCUMENTS
Responsibility Statement This Information Memorandum has been reviewed and approved by the Directors of AmanahRaya Investment Management Sdn Bhd
and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable
inquiries, they confirm to the best of their knowledge and belief, there are no false or misleading statements, or omission of other facts
which would make any statement in the Information Memorandum false or misleading.
Datuk Mohamed Adnan bin Ali (Chairman) (Independent/ Non-Executive)
Meor Khairi bin Meor Mohd Bazid (Managing Director/Chief Executive Officer)
Azhar bin Harun (Independent/ Non-Executive)
Dato’ Haji Che Pee bin Samsudin (Non-Independent/Non-Executive)
Haji Zulkifly bin Sulaiman (Independent/Non-Executive)
Hawariah binti Idris (Non-Independent/Non-Executive)
Investors are advised to note that recourse for false or misleading statements or acts made in connection with the Information
Management is directly available through Sections 248, 249 and 357 of the Capital Markets and Services Act 2007.
Statements of Disclaimer
The Securities Commission has approved the issue, offer or invitation in respect of the wholesale fund, the subject of this
Information Memorandum, and that the approval shall not be taken to indicate that the Securities Commission recommends the
investment.
The Securities Commission will not be liable for any non-disclosure on the part of the AmanahRaya Investment Management Sdn
Bhd 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.
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 PROFESSIONAL ADVISERS IMMEDIATELY. AmanahRaya Islamic Cash Management Fund has been certified as being Shariah compliant by the Shariah Adviser
appointed for the fund.
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TABLE OF CONTENTS
ABOUT THIS DOCUMENTS i
TABLE OF CONTENTS ii
GLOSSARY OF TERMS iii
CORPORATE DIRECTORY v
1. KEY DATA INFORMATION 1
2. FUND DETAILS 4
2.1 General Information 4
2.2 Fees and Charges 4
2.3 Investment Strategies and Policies 6
2.4 Valuation of Assets 9
3. SALE AND PURCHASE OF UNITS 10
3.1 Pricing of Units 10
4. RIGHT AND LIABILITIES OF UNIT HOLDERS 12
4.1 Rights of Unit Holders 12
4.2 Liabilities of Unit Holders 12
4.3 Unclaimed Monies 12
5. CLIENT COMMUNICATION 13
6. THE MANAGEMENT COMPANY 14
6.1 The Manager 14
6.2 Summary of Financial Position of ARIM 14
6.3 Role of The Manager 14
6.4 The Board of Directors 15
6.5 The Investment Committee 15
6.6 Profile of the Key Management Staff of ARIM 15
6.7 The Investment Team 17
6.8 Circumstances That May Lead Towards The Retirement, Removal or Replacement of
The Management Company 17
6.9 Powers of The Manager to Remove The Trustee 17
6.10 Policy on Conflict of Interest 17
6.11 Policies and Procedures on Anti Money Laundering 18
6.12 Material Litigations 18
7. THE TRUSTEE 19
8. SALIENT TERMS OF THE DEEDS 22
iii
9. SHARIAH ADVISER 26
10. TAXATION 28
11. STATEMENT OF CONSENT 34
12. DOCUMENTS AVAILABLE FOR INSPECTION 35
13. UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT 36
14. DIRECTOR’S DECLARATION 37
iv
GLOSSARY OF TERMS
AmanahRaya
Investment
Management or ARIM
or the Manager
AmanahRaya Investment Management Sdn Bhd (309646-H)
ARB Amanah Raya Berhad (344986-V).
ARICMF or The Fund AmanahRaya Islamic Cash Management Fund.
Assets of the Fund A unit trust’s holdings, which may include derivatives securities, cash and bank
deposits, other money market instruments and all amounts due to the Fund.
BNM Bank Negara Malaysia.
Business Day(s) A day on which Bursa Malaysia is open for trading.
Bursa Malaysia Bursa Malaysia Berhad
Collecting Points Any branch, outlet or any premise only as a conduit used to facilitate purchase
and redemption of unit trust funds. Collection Points are not distribution points
for marketing and distribution of unit trusts in accordance to the Guidelines on
Marketing And Distribution of Unit Trusts issued by SC.
Common Fund Shall have the same meaning as prescribed under Clause 25 of the PTCA 1995,
vis-à-vis all capital money available for investments which are held by ARB
after the date of which PTCA 1995 is in force, shall form the common fund
and shall be invested in any investments permitted by law of investment of
trust funds.
CMSA 2007 Capital Markets and Services Act 2007
Deed, The Deed The Deed dated 7th
November 2007 and supplemental deed(s), if applicable,
entered into between the Manager and the Trustee, agreeing to be bound by the
provisions of the Deed.
Financial Institutions Any locally incorporated institutions that are licensed and regulated by BNM
and/or SC or foreign incorporated institutions that are regulated by the
equivalent regulatory authority abroad.
FIMM Federation of Investment Managers Malaysia.
Forward Pricing The Buying/Selling price for units is the NAV per unit of the Fund as at the next
valuation point, after the request for redemption/purchase is received by the Manager.
General Investment
Account (GIA)
An investment account based on either Mudharabah or Murabahah that works
on profit sharing basis and fixed profit income basis respectively.
GII Government Investment Issue which are government securities based on
Islamic principles, issued by the Government of Malaysia and placed on
competitive tender with maturities of one year or more.
Guidelines Guidelines on Wholesale Funds dated 18th
February 2009 issued by the SC.
IBFIM IBFIM (763075-W)
v
Latest Practicable Date
(LPD) As at 31
st January 2014, being the latest practicable date for the purposes of
ascertaining certain information contained in this Information Memorandum.
MARC Malaysian Rating Corporation Berhad (364803-V).
NAV or Net Asset
Value
Net Asset Value 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
The Net Asset Value of the Fund divided by the total number of units in issue.
Person
For the purpose of Unit holder it includes but not limited to a firm, a body
corporate, an unincorporated association, an authority, an Individual and non-
Individual.
PB Trustee or Trustee
PB Trustee Services Berhad (7968-T).
PTCA 1995
Public Trustee Corporation Act 1995.
Qualified Investors As per the definition stated in the Guidelines on Wholesale Fund dated 18
th
February 2009 issued by the SC.
RAM Ratings
RAM Rating Services Berhad, a subsidiary of RAM Holdings Berhad
(formerly known as Rating Agency Malaysia Berhad).
SACSC
Shariah Advisory Council of the Securities Commission.
SC
Securities Commission.
SC Guidelines or
Guidelines
The Guidelines on Unit Trust Funds issued by the SC and includes any
schedules, appendices and guidelines contained therein and any amendments or
modification made thereto, from time to time.
Selling Price
NAV per unit of the Fund and the price at which the Manager sells the Units to
the Unit Holders.
Shariah Requirements
A phrase or expression which generally means making sure that any human
conducts must not involve any elements which are prohibited by the Shariah and
that in performing and that in performing that conduct all the essential
elements that make up the conduct must be present and each essential
element must meet all the necessary conditions required by the Shariah for
that element.
Shariah
Islamic Law comprising the whole body of rulings pertaining to human
conducts derived from sources of Shariah.
The Shariah Adviser
Refers to IBFIM (763075-W) or any Shariah Adviser appointed for the Fund which
includes its permitted assigns,successors in title and any new or replacement
Shariah Adviser;
Short Term
A period of less than 3 years.
Special Resolution
A resolution passed at a meeting of Unit Holders duly convened in accordance
with the Deed and carried by a majority of not less than three-fourths of the Unit
Holders voting thereat upon a show of hands of hands or if a poll is duly
demanded and taken by a majority consisting of not less than three-fourths in
number of the votes given on such poll.
vi
Sukuk
Means certificates of equal value which evidence undivided ownership or
investment in the assets using Shariah principles and concepts endorsed by the
Shariah Advisory Council of the Securities Commission, but shall not include any
agreement for a financing/investment where the financier/investor and
customer/investee are signatories the agreement and where the
financing/investment of money is in the ordinary course of business of the
financier/investor, and any promissory note issued under the terms of such
agreement;
The Act
Capital Markets and Service Act 2007 including all amendments thereto and all
regulations, rules and guidelines issued in connection therewith.
The Fund
Refers to AmanahRaya Islamic Cash Management Fund.
The Information
Memorandum
or Info Memo
Information Memorandum for AmanahRaya Islamic Cash Management Fund.
UIC
Unit In Circulation refer to total number of units in issue at a point in time.
Unit holder
The person registered as the holder of a unit or units including persons jointly
registered.
vii
CORPORATE DIRECTORY
The Manager & Investment Manager:
AmanahRaya Investment Management Sdn Bhd
Business address
Tingkat 7 & 8 Wisma AmanahRaya
No 2 Jalan Ampang
50508 Kuala Lumpur
Tel: (03) 2687 5300
Fax: (03) 2687 5200
Registered address
Tingkat 11 Wisma AmanahRaya
No 2 Jalan Ampang
50508 Kuala Lumpur
Tel: (03) 2055 7388
Fax: (03) 2078 8187
Principal Banker:
Malayan Banking Berhad (3813-K)
No 105, Jalan Bunus, Off Masjid India
50100 Kuala Lumpur
Tel: (03) 2691 1568
Fax: (03) 2691 1768
Tax Consultant of the Fund:
Ernst & Young Tax Consultants Sdn Bhd
(179793-K)
Level 23A, Menara Milenium, Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
Tel: (03) 7495 8000
Fax: (03) 2095 5332
Board of Directors
Datuk Mohamed Adnan bin Ali (Chairman) *
Meor Khairi bin Meor Mohd Bazid (Managing
Director/Chief Executive Officer)
Dato’ Haji Che Pee bin Samsudin
Azhar bin Harun *
Haji Zulkifly bin Sulaiman *
Hawariah binti Idris
*Independent member
Investment Committee
Datuk Mohamed Adnan bin Ali (Chairman)*
Azhar bin Harun*
Haji Zulkifly bin Sulaiman*
*Independent member
Audit Committee
Datuk Mohamed Adnan bin Ali (Chairman)*
Dato’ Haji Che Pee bin Samsudin
* Independent member
Risk Management & Compliance Committee
Azhar bin Harun (Chairman)*
Datuk Mohamed Adnan bin Ali*
*Independent member
Company Secretary
Norhaslinda Samin (LS8512)
Jerry Jesudian a/l Joseph Alexander (MAICSA 7019735)
Tingkat 11, Wisma AmanahRaya
No 2 Jalan Ampang
50508 Kuala Lumpur
The Trustee:
PB Trustee Services Berhad (7968-T)
17th Floor, Menara Public Bank,
No 146, Jalan Ampang,
50450 Kuala Lumpur
Tel : (03) 2176 7902
Fax : (03) 2164 3285
The Custodian :
Bank Muamalat Malaysia Berhad (6175-W)
Treasury Processing & Settlement
Level 24 Menara Bumiputra, Jalan Melaka
50100 Kuala Lumpur
Tel. No: 03-20591227 /03-20591240
Fax No: 03-26933202
Shariah Adviser:
IBFIM (763075-W)
3rd Floor, Menara Takaful Malaysia
Jalan Sultan Sulaiman
50000 Kuala Lumpur
Tel : (03) 2031 1010
Fax : (03) 2078 5250
Website : www.ibfim.com
1
1. KEY DATA INFORMATION
Fund Name
AmanahRaya Islamic Cash Management Fund (ARICMF).
Fund Category
Wholesale Islamic Money Market Fund.
Fund Type
Income.
Initial Offer Period
(IOP)
1 day.
NAV per unit during
IOP
RM1.0000.
Financial Year End 30th
September.
Asset Allocation
The Fund may invest up to 100% in short-term Islamic financial
instruments with maturity of not more than 365 days. Up to 10% of the
NAV of the Fund may be invested in short-term sukuk, Islamic money
market instruments and Islamic Negotiable Instruments with remaining
maturity exceeding 365 days but no longer than 732 days.
Benchmark
Maybank Islamic Overnight Repo Rate
(obtainable from www.maybank2u.com.my).
Investment Strategy
The Fund shall invest up to 100% of its NAV in a diversified portfolio
of good value short-term Islamic financial instruments carrying a
minimum credit rating of AA3/P1 (RAM or equivalent) and Islamic
money market instruments, including Islamic Negotiable Instruments,
Islamic Accepted Bills, Islamic commercial papers and an equivalent
form of Islamic deposit with licensed financial institutions.
Investor’s Profile
The Fund is primarily suitable for low risk investors who are
generally conservative, risk averse and prefer a short-term investment.
Qualified Investors
Qualified Investors are defined by SC’s Guidelines on Wholesale Funds dated
18th February 2009 as follows :-
(a) an individual whose total net personal assets exceed RM3 million or
its equivalent in foreign currencies;
(b) a corporation with total net assets exceeding RM10 million or its
equivalent in foreign currencies based on the last audited accounts;
(c) a unit trust scheme or prescribed investment scheme;
(d) 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 currencies;
2
(e) 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;
(f) a pension fund approved by the Director General of Inland Revenue
under section 150 of the Income Tax Act 1967;
(g) a holder of a Capital Markets Services Licence carrying on the
business of dealing in securities;
(h) any other fund manager;
(i) 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;
(j) a licensed institution;
(k) an Islamic bank; and
(l) an insurance company licensed under the Insurance Act 1996.
Principal Risks of
Investing in the Fund
• Market Risk
• Credit/ default risk
• Interest rate or Price risk
• Liquidity risk
Sales Charge (% of
NAV per unit)
Nil.
Other Charges
Any applicable bank charges and other bank fees incurred as a
result of purchasing or withdrawal of units will be borne by the investor.
Switching Fee
At the Manager’s discretion.
Transfer Fee
Not applicable.
Redemption Fee
Nil.
Management Fee
Up to 0.5% per annum of the NAV of the Fund.
Trustee Fee
Up to 0.08% per annum of the NAV of the Fund, subject to a
minimum of RM18,000 per annum.
3
Fund Expenses
These include audit fee, tax fee and administration expenses.
Minimum Initial
Investment
RM100,000
(to be paid via Telegraphic Transfer – payable to “AmanahRaya
Investment Management Sdn Bhd”).
Minimum Units Held
500,000 units.
Minimum Additional
Investment
RM1,000
(to be paid via Telegraphic Transfer – payable to “AmanahRaya
Investment Management Sdn Bhd”).
Frequency and
Minimum
Units
Redeemed
Minimum 10,000 units or RM 10,000 whichever is higher.
Period of Payment of
Redemption Proceeds
Next Business Day after the redemption application is received by the
Manager at or before 10.30a.m. on any Business Day. Any redemption
received after the cut-off time will be considered to be received on the
next Business Day, at the Manager’s discretion.
Switching Facility
At the Manager’s discretion.
Switching from Shariah-compliant unit trust funds to conventional
funds is discouraged, especially to Muslim unit holders.
Transfer Facility
Transferred is prohibited.
Distribution Policy
The Fund endeavors to distribute income on a monthly basis by way of
reinvestment in the form of additional units.
The Trustee
PB Trustee Services Berhad
THERE ARE FEES AND CHARGES INVOLVED AND INVESTORS ARE ADVISED TO CONSIDER THE FEES
AND CHARGES BEFORE INVESTING IN THE FUND.
UNIT PRICES AND DISTRIBUTION PAYABLE, IF ANY, MAY GO DOWN AS WELL AS UP. FOR
INFORMATION CONCERNING SPECIFIC RISKS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE “SPECIFIC RISK” COMMENCING ON PAGE 6 .
PAST PERFORMANCE OF THE FUND IS NOT AN INDICATION OF ITS FUTURE PERFORMANCE.
INVESTOR WHO INTEND TO FINANCE AN INVESTMENT IN A SHARIAH-COMPLIANT FUND, OR FOR THAT
MATTER ANY SHARIAH-COMPLIANT INVESTMENT, ARE ADVISED TO SEEK FOR ISLAMIC FINANCING TO
FINANCE THEIR INVESTMENT.
4
2. FUND DETAILS
2.1 General Information
Approved Fund Size
1,518.75 million units
Initial Offer Period
(IOP)
1 day. Proceeds received from investors will be invested on the following
day.
Initial Offer Price
NAV per unit during Initial Offer Period is RM1.0000
Manager’s Single
Pricing Regime
The single pricing which equates to sales and redemptions quoted and
transacted on a single price (i.e. NAV per unit), offer many advantages to
investors. Under this practice, distribution charge (service charge) are
separately disclosed, therefore it is easier to understand and fairer to
investors as they can see what they are being charged. Such transparency
would also facilitate the investor in comparing the different charges
imposed by various distribution channels and assist investors in making
an informed decision about their choice of investment products as well as
the preferred distribution channel. In addition, with all charges separately
stated, investors are able to clearly gauge or ascertain the performance of
their investment.
Minimum Initial
Investment
RM100,000 (Ringgit Malaysia One Hundred Thousand only) – to be paid
via Telegraphic Transfer – payable to “AmanahRaya Investment
Management Sdn Bhd”
Minimum Additional
Investment
RM1,000 (Ringgit Malaysia One Thousand only) – to be paid via
Telegraphic Transfer – payable to “AmanahRaya Investment
Management Sdn Bhd”
Minimum Units Held
The minimum units to be held by a Unit Holder in order to remain in the
Fund are 500,000 units.
2.2 Fees and Charges
Fees payable by the Investor (directly incurred by the investors when investing in the Fund, unless otherwise stated)
:-
Sales Charge
Nil
Redemption Fee
No redemption charge levied on the redemption of units for the Fund.
Transfer Fee
Not applicable as transfer from one Unit Holder to another is prohibited
for this Fund.
Switching Fee
Switching from ARICMF to other Funds managed by the Manager may
or may not incur fee.
Management Fee
The Fund pays an annual management fee of up to 0.5% of the NAV to
the Manager for managing the Fund. The management fee is calculated
on a daily basis and paid monthly to the Manager.
5
Illustration:
For example, the NAV of the Fund is RM30 million. Then, the daily
accrued management fee that paid monthly to the Manager is:
Assuming the daily NAV is unchanged at RM30 million, then the daily
accrued management fee is: RM30 million x 0.5% x 1/365 = RM410.96
and Monthly amount paid to the Manager: RM410.96 X 30 = RM12, 328, 80
Trustee Fee
The Fund pays an annual trustee fee (inclusive of local custodian fee but
excluding foreign sub-custodian fee) of up to 0.08% per annum of the
NAV of the Fund, subject to a minimum fee of RM18,000 per annum. In
addition to the annual trustee fee, which includes the transaction fee, i.e.
the fee incurred for handling purchase/sale of local investments, the
Trustee may be reimbursed by the Fund for any expenses properly
incurred by it in the performance of its duties and responsibilities.
The trustee fee is calculated daily and paid monthly.
Illustration:
Assuming the NAV of the Fund is RM30 million throughout the month, and the Trustee fee is 0.08% p.a., then the daily accrued trustee fee would
be: RM30 million x 0.08% x 1/365 = RM65.75 and
Monthly amount paid to the Trustee: RM65.75 X 30 = RM1, 972.50
Administrative Fee
Only direct fees or costs incurred will be paid out of the Fund. These
include the following:
• Commissions/fees paid to brokers/dealers in affecting dealings in the
investments of the Fund;
• Tax and other duties charged on the Fund by the Government and
other authorities;
• The fee and other expenses properly incurred by the auditor
appointed for the Fund;
• Fees for the valuation of any investments of the Fund by
independent valuers for the benefit of the fund;
• Cost incurred for the modification of the Deed of the Fund other than
those for the benefit of the Management Company or Trustee;
• Cost incurred for any meeting of the Unit Holders other than those
convened by, or for the benefit of, the Management Company or
Trustee; and
• Other fees/expenses directly related to the Fund.
Expenses related to the issuance of this Info Memo will be borne by the
Manager.
There are fees and charges involved and investors are advised
to consider the fees and charges before investing in the Fund.
Policy on Stock
Broking Rebates
and Soft
Commissions
The Manager or any delegate thereof must not retain any rebate from, or
otherwise share in any commissions with, any broker in consideration for
direct dealings in the investments of the Fund. Accordingly, any rebate or
shared commission should be directed to the account of the Fund
concerned.
However, the Manager or any delegate thereof may and intends to retain
goods and services (“soft commissions”) from any broker, only of the
goods and services which are of demonstrable benefit to the Unit Holders
such as research materials and computer software that are incidental to
the investment management activities of the Fund.
Distribution Policy
The Fund endeavors to distribute income on a monthly basis by way
of reinvestment in the form of additional units. There is no incidental
6
cost associated with the reinvestment.
2.3 Investment Strategies and Policies
Objective
The Fund seeks to provide investors with a regular income stream and
high level of liquidity to meet cash flow requirement while maintaining
capital preservation.
Investor’s Profile
The Fund is primarily suitable for low risk investors who are generally
conservative, risk averse and prefer a short-term Shariah compliant
investment.
Asset Allocation
The Fund may invest up to 100% in short-term sukuk with maturity of not
more than 365 day. Up to 10% of the NAV of the Fund may be invested
in short-term sukuk, Islamic money market instruments and Islamic
Negotiable Instruments with remaining maturity exceeding 365 days but
no longer than 732 days.
Investment
Strategies and
Policies
The Fund shall invest up to 100% of its NAV in a diversified portfolio of
good value short-term Islamic financial instruments carrying a minimum
credit rating of AA3/P1 (RAM or its equivalent) and Islamic money
market instruments, including Islamic Negotiable Instruments, Islamic
Accepted Bills, Islamic commercial papers and an equivalent form of
Islamic deposit with licensed financial institutions.
In selecting good value financial instruments, the following are the more
important considerations:
• issuer’s and/or guarantor’s industry and business medium- to long-
term outlook;
• issuer’s and/or guarantor’s financial strength and gearing levels;
• issuer’s and/or guarantor’s cash-flow quality and volatility;
• issuer’s and/or guarantor’s expected future cash-flow and ability to
pay profit and principal;
• issuer’s and/or guarantor’s ratings by RAM or MARC;
• duration and interest rate sensitivity;
• collateral type and value, and claims priority; and
• price and yield-to-maturity.
Specific Risks of the
Fund
There are specific risks associated with the Shariah compliant securities/
instruments in which the Fund will invest. These include:
Market Risk
Market risk arises due to fluctuations in market values of investments.
Such fluctuations occur because of factors that affect the entire market.
Market risk cannot be eliminated by diversification. It stems from the fact
that there are economy-wide perils which threaten all businesses. Hence
investors will be exposed to market uncertainties, and no matter how
many securities are held, fluctuations in the economy, political and social
environment will affect the market price of the investments.
7
Credit/Default Risk
Credit or default risk is a concern for sukuk. The risk arises when an
issuer is unable to service any income payments or pay the principal
amount upon redemption. In such cases, investors may suffer significant
capital losses with respect to their capital invested and income foregone.
The management of credit risk is largely accounted for by the Fund’s
management of issue-specific risk. This refers to the emphasis on credit
analysis conducted to determine issuer’s or guarantor’s ability to service
promised payments.
Interest Rate or Price Risk
All fixed income investors are exposed to interest rate risk. Changes in
the level of interest rates will cause demand for sukuk to change inversely.
This risk can largely be eliminated by holding the Shariah compliant
instruments until maturity, thereby locking in price and yields. However,
whether the Fund will hold any Shariah compliant instrument until maturity
will depend on the actual and expected changes in interest rates. The Fund
also manages interest rate risk by considering each Shariah compliant
instrument’s sensitivity to interest changes as measured by its duration. When
interest rates are expected to increase, the Fund would switch to Shariah
compliant instruments with lower duration that are less sensitive to interest
rate changes. (Note: Interest rate is a general economic indicator that will
have the impact on the management of the Fund regardless of whether it is a
Shariah-compliant fund or otherwise. It does not in any way suggest that this
Fund will invest in conventional financial instrument. All investments
carried out for this Fund are in accordance with Shariah requirements.)
Liquidity Risk
Liquidity risk is the risk that the instrument invested in cannot be readily
sold and converted into cash. This can occur when trading volume for the
instrument is low and / or when there is a lack of demand for the
instrument. In managing the liquidity risk, the Fund will employ liquidity
or ‘volume traded’ analysis on primary and secondary markets for all the
instrument types. Where applicable, the Fund will look into the historical
volume transacted for the instruments in question. Thereafter, the
appropriate asset allocation can be made for each Shariah compliant
security/instrument with regard to reducing liquidity to a comfortable
level in relation to that Shariah compliant security/instrument’s risk
return profile. Liquidity risk is managed by the Fund’s credit selection
and diversification policies.
Risk Management
The Fund has in place a proper risk management structures throughout
the entire investment management process. Various measures include:
(a) Adhering to the Fund’s investment objectives, policies and strategies
of the Fund;
(b) Undertaking stringent evaluation of movements in market prices
and regularly monitoring, reviewing and reporting to the
Investment Committee to ensure that all the Fund’s investment
objectives are met;
(c) Employing active and effective asset allocation strategy;
(d) Employing a stringent screening process by conducting fundamental
analysis of economic, political and social factors to evaluate their
likely effects on the performance of the markets and sectors;
8
(e) Practicing prudent liquidity management in a timely and cost
effective manner; and
(f) May use Shariah-compliant financial derivatives for the purposes of
hedging only when deemed appropriate after taking into account the costs of hedging.
Benchmark
Maybank Islamic Overnight Repo Rate
(obtainable from www.maybank2u.com.my)
Permitted
Investments and
Investment
Restrictions
The Fund may invest in the following investments subject to the SC
Guidelines, Shariah r e q u i r e m e n t , the Fund’s objective and as
approved by the Shariah Advisory Council of the SC and/or the Shariah
Adviser:
1. All sukuk issued in Malaysia and rated by approved rating agencies
such as Government Investment Issues, Islamic Accepted Bills,
Bank Negara Monetary Notes-i, Islamic Negotiable Instruments,
Cagamas sukuk and any other Islamic money market instruments;
2. Other obligations issued or guaranteed by the Malaysian
Government, Bank Negara Malaysia, State Governments and
Government- related agencies;
3. Corporate sukuk traded in Islamic money market and either bank-
guaranteed or carrying a minimum rating at least AA3/P1 rating by
RAM, or MARC equivalent; and
4. Islamic deposits with licensed financial institutions and
placements of money at call with investment banks.
Investment Limits
The restrictions and investment limits for this Fund are as follows:-
1. The value of a fund’s investments in permitted investments must not
be less than 90% of the fund’s NAV;
2. The value of a fund’s investments in permitted investments which
have a remaining maturity period of not more than 365days must not
be less than 90% of the fund’s NAV;
3. The value of a fund’s investments in permitted investments which
have a remaining maturity period of more than 365 days but fewer
than 732 days must not exceed 10% of the fund’s NAV;
4. The value of the fund’s investments in Islamic debentures and
Islamic money market instruments issued by any single issuer must
not exceed 20% of the fund’s NAV;
5. The issuer limit in (4) may be increased to 30% if the Islamic
debentures are rated by any domestic or global rating agency to be of
the best quality and offer highest safety for timely payment of profit
and principal;
6. The value of a fund’s placement in Islamic deposits with any single
licensed institution, must not exceed 20% of the fund’s NAV;
7. The value of the fund’s investments in Islamic debentures and
Islamic money market instruments issued by any group of
companies must not exceed 30% of the fund’s NAV;
8. A fund’s investments in Islamic debentures must not exceed 20% of
the securities issued by any single issuer; and
9. A fund’s investments in Islamic money market instruments must not
exceed 20% of the instruments issued by any single issuer.
The above limits and restrictions must be complied with at all times based
on the most up-to-date value of the Fund and value of the investments.
However, under the Guidelines, a 5% allowance in excess of any limit or
restriction may be permitted where the limit or restriction is breached
through the appreciation or depreciation of the NAV of the Fund (whether
as a result of an appreciation or depreciation in the value of the
9
investments or as a result of repurchase of units or payment made
from the Fund). The Manager will not make any further acquisitions
to which the relevant limit is breached and the Manager should within
a reasonable period of not more than 3 months from the date of the
breach take all necessary steps and actions to rectify the breach.
2.4 Valuation of Assets
In undertaking any of its investments, the Manager will ensure that all the assets of the Fund will be valued fairly. For
unlisted Shariah compliant securities, if reliable quotation exists, market value would be used. In the absence of reliable
market quotation, valuation would be based on the average price obtained from at least 3 independent dealers. The
valuation of these Shariah compliant securities will be calculated fortnightly or more frequent when the needs arise. These
methods of valuation are verified by the auditor of the Fund and approved by the Trustee.
Policies on Gearing
and Minimum
Liquid Assets
Requirements
The Fund is not permitted to borrow cash or other assets (including the
borrowing of Shariah compliant securities within the meaning of the
Guidelines on Securities Borrowing and Lending) in connection with its
activities.
Further, the Fund may not assume, guarantee, endorse or otherwise
become directly or contingently liable for or in connection with any
obligation or indebtedness of any person. As this is a wholesale Islamic
money market fund and highly liquid, there will be no minimum limit for
Islamic liquid assets.
Shariah Investment
Guidelines, Cleansing
Process and Zakat
(tithe) for the
Fund
The following matters are adopted by IBFIM in determining the Shariah
status of investments of the Fund.
Shariah Investment Guidelines
Sukuk and Islamic money market instruments :
IBFIM will review any sukuk and/or Islamic money market instruments based
on the data available at Bond Info Hub (www.bondinfo.bnm.gov.my) and
Fully Automated System For Issuing/Tendering (https://fast.bnm.gov.my).
Cleansing for the Fund
Wrong Investment
This refers to Shariah non-compliant investment made by the
Manager. The said investment will be disposed of/withdrawn with
immediate effect. In the event of the investment resulted in gain (through
capital gain and/or dividend/profit), the gain is to be channeled to
baitulmal or any other charitable bodies as advised by the Shariah
Adviser. If the disposal of the investment resulted in losses to the
Fund, the losses are to be borne by the Manager.
Zakat (tithe) for the Fund
The Fund does not pay zakat on behalf of Muslim individuals and
Islamic legal entities who are investors of the Fund. Thus, investors are
advised to pay zakat on their own.
10
3. SALE AND PURCHASE OF UNITS
3.1 Pricing of Units
Computation of NAV
Net Asset Value of the Fund is determined by deducting the value of the
Fund’s liabilities from the value of 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.
As an illustration, if for example the NAV of the Fund is RM 50,000,000
and the number of Units in Circulation is 100,000,000, then the
NAV per Unit is:-
RM 50,000,000 = RM 0.5000
100,000,000
Pricing of Units
The prices of Units of the Funds are determined by using the forward
pricing formula where prices are based on the NAV per Unit of the
relevant Fund at the end of a Business Day after the application for Unit
is received by the Manager.
The single pricing which equates to sales and redemptions quoted and
transacted on a single price (i.e. NAV per unit), offer many advantages to
investors. Under this practice, distribution charge (service charge) are
separately disclosed, therefore it is easier to understand and fairer to
investors as they can see what they are being charged. Such transparency
would also facilitate the investor in comparing the different charges
imposed by various distribution channels and assist investors in making
an informed decision about their choice of investment products as well as
the preferred distribution channel. In addition, with all charges separately
stated, investors are able to clearly gauge or ascertain the performance of
their investment.
Service Charge
The Manager does not impose a service charge on the purchase of Units
of ARICMF by investors. Units are sold by the Manager at NAV per unit.
Repurchase Charge
The Manager does not impose a repurchase charge on the purchase of
units of ARICMF by the Manager. Units are purchased by the Manager at
NAV per unit.
Frequency of
Valuation
Valuation of the Fund is carried out at the end of each Business Day. As
forward pricing method is used for this Fund, any request received at or
before 10.30a.m. on any Business Day, the units would be created and/or
cancelled based on the NAV per Unit at the end of that Business Day.
Any request received after the cut-off time will be considered to be
received on the next Business Day, at the Manager’s discretion.
Sale of Units
Investors can obtain the Info Memo, account opening form and
investment application form from ARIM’s Office or any authorized
agent. The Info Memo is also available at the Managers website at
www.arim.com.my. The Fund application from can be handed directly
to ARIM’s Office, or any authorized agent or sent by mail, together with
a copy of TT Form, cheque or bank draft made payable to
“AmanahRaya Investment Management Sdn Bhd” . If payment is by
cheque and Bank Draft, it must be cross and drawn on a local bank. The
investment of the Fund shall only commenced upon the Bank’s clearance
of the cheque and bank draft.\ Bank charges, where relevant, for
outstation cheques will be borne by the investors. Individual or joint-
11
application must be accompanied by a copy of the applicant’s identity
card or passport or other document of identification. Application by a
corporation must be accompanied by a certified true copy of its
Memorandum and Articles of Association. Certificate of Incorporation,
Form 24, Form 44, Form 49 and Board Resolution relating to the
investment, a list of their authorized signatories and their respective
specimen signatures.
Investors are also required to sign off a “Declaration Form” as
verification to indicate that they comply with the requirement referring to
“Qualified Investors” as stated in the Guidelines on Wholesale Fund.
Sale of Units will only be honored upon cheque clearance. If sale of Units
is by way of telegraphic transfer, a bank validated fund transfer form
must be presented as evidence as good for payment.
Redemption of Units
Unit Holders may redeem their Shariah compliant investments in the
Fund at any point in time by simply completing the redemption
application form and returning it to the Manager on any Business Day.
Redemption must be made in terms of units and not Ringgit Malaysia
(RM) values. The amount to be received by the Unit Holder for
redemption of units will be calculated by multiplying the number of units
redeemed by the NAV of the Fund.
Payment of
Redemption Proceeds
The Manager may repurchase Units utilizing its own fund where Unit
Holders will be paid within the next Business Day from the day the
redemption application is received by the Manager at or before the cut-off
time of 10.30a.m. Any redemption received after the cut-off time will be
considered to be received on the next Business Day, at the Manager’s
discretion. Alternatively, the Manager may request the Trustee to cancel
units of the Fund for the purpose of meeting Unit Holders redemption
requests.
There is no restriction on the number of times and units a Unit Holder can
redeem. Nonetheless, the Manager shall not be bound to comply with the
request for partial redemption, if this request resulted in the Unit Holder’s
holding being less than 500,000 units in the Fund.
Transfer
Ownership of Units
Transfer of ownership of investments is not allowed for this Fund.
Switching Facilities
Switching from this Fund into other funds managed by the Manager may
be permitted at the Manager’s discretion. If permitted, Unit Holders of
this Fund will have to redeem the units and acquire the intended fund at
the Manager’s prevailing Selling Price per Unit. Switching from Shariah-
compliant unit trust funds to conventional funds is discouraged, especially
for Muslim unit holders.
Cut off Time to
Purchase and Redeem
A valid application to purchase or redeem units of the Fund received by
ARIM before 10.30 a.m will be processed using the NAV per unit
calculated at the end of the same Business Day at the Manager’s
discretion, any application received after 10.30 a.m or on a non-Business
Day will be processed using the NAV per unit calculated at the end of the
next Business Day.
Any incomplete application will not be processed, pending receipt of all
necessary information.
12
4. RIGHT AND LIABILITIES OF UNIT HOLDERS
4.1 Rights of Unit Holders
A Unit Holder has the right, among others, to the followings:
(a) To receive the distribution of income, participate in any increase in the value of the units and to other such rights and
privileges as set out under the Deed for the Fund;
(b) To call for Unit Holders meetings, and to vote for the removal of the Trustee or the Manager through a special
resolution; and
(c) To receive annual and interim reports.
However, a Unit Holder would not have the right to require the transfer to the Unit Holder of any of the investments of the
Fund. Neither would a Unit Holder have the right to interfere with or question the exercise by the Trustee or the Manager
on his/her behalf, of the rights of the Trustee as trustee of the investments of the Fund.
4.2 Liabilities of Unit Holders
(a) No Unit Holder is liable for any amount in excess of the purchase price paid for the Units as determined
pursuant to the Deed at the time the Units were purchased;
(b) Unit holders shall not be under any obligation to indemnify the Trustee and/or the Manager in the event that the
liabilities incurred by the Trustee and the Manager in the name of or on behalf of the Fund pursuant to and/or in the
performance of the provisions of the Deed exceed the NAV of the Fund, and any right of indemnity of the Trustee
and/or the Manager shall be limited to recourse to the Fund.
4.3 Unclaimed Monies
Any moneys payable to Unit Holders which remain unclaimed after one year from the date of payment will be handled by
the Manager in accordance with the requirements of the Unclaimed Monies Act, 1965.
Prospective Unit Holders should read and understand the contents of the Information Memorandum and, if necessary,
should consult their adviser(s).
13
5. CLIENT COMMUNICATION
Unit Holders will/can receive regular updates on the Fund and on their investment through:
(i) Newspapers
From time to time, Unit Holders will be able to obtain information pertaining to the Fund from the Fund from the
press. The Fund’s daily unit buying and selling prices, the NAV per unit, annual management fee and sales charge
will be quoted in at least 2 major newspapers to enable Unit Holders to monitor their investments.
(ii) Financial Reports
The Manager will provide Unit Holders with an annual report within 2 months of the Fund’s financial year-end
and quarterly reports within 2 months of the end of the quarterly period covered. A Financial Statement audited by
the Fund’s appointed auditors will be included in the annual report. The Trustee will prepare a report to Unit
Holders in the annual report stating its opinion on the conduct of the Manager, in particular whether the
Manager had managed the Fund in accordance with the limitation on its investment powers as set out in the Deed
and whether the Manager had acted in accordance with the Deed, guidelines on unit trusts, securities laws and other
relevant laws.
(iii) Statement of Investment
The Manager will issue a statement to Unit Holders confirming the current shareholdings and transactions
relating to their units in the Fund every month.
(iv) Customer Service
ARIM will be pleased to provide more detailed information on your investments should you require this
service.
Our Customer Service personnel will always be willing to assist you in enquiries on the products, your investments
and other administrative matters.
You can contact our Customer Service personnel through the following:
Telephone : (03) 2687 5200 / 5277
Facsimile : (03) 2687 5399 e-mail : [email protected]
14
6. THE MANAGEMENT COMPANY
6.1 The Manager
AmanahRaya Investment Management Sdn Bhd (“ARIM”) is a licensed asset management company under the Capital
Markets and Services Act and a wholly-owned subsidiary of Amanah Raya Berhad. As at December 2011, the authorized
and paid-up capital of ARIM stood at RM25 million and RM10 million respectively.
Asset under management as at 31st
December 2013 is approximately RM6.847 billion, which makes ARIM one of the
biggest non-bank backed fund management companies in Malaysia. The asset under management covers both
Shariah and non-Shariah mandates. Over the years, ARIM has invested vast resources in building up its infrastructure to
provide a top notch fund management service.
ARIM also has wealth of experience and competency in managing multiple asset classes, for both Ringgit and non-Ringgit
based investments, which include but not limited to equity, fixed income, unit trust, property, structured products and
private equity.
Currently, ARIM’s list of clients include reputable pension funds, insurance companies, government agencies, non-
profit foundations, public listed companies and high net-worth individuals.
6.2 Summary of Financial Position of ARIM
6.3 Role of The Manager
The Manager is responsible for the investment management and marketing of the Fund; servicing Unit Holders
needs; keeping proper administrative records of Unit Holders and the Fund; ensuring compliance with stringent
internal procedures and guidelines of relevant authorities.
Unaudited
Results for ten
(10) months
ended 31st
December 2013
Audited
Financial Year Ended 31st December
2012 2011 2010 2009
Paid-up Capital 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000
Shareholder’s Funds 14,694,386 13,390,940 13,219,657 13,299,064 10,763,387
Turnover 15,725,569 16,789,380 12,537,008 11,430,902 8,544,515
Pre-Tax
Profit/(Loss) 7,140,790 4,000,404 4,043,132 3,142,755 977,267
After Tax Profit/(Loss) 5,303,447 2,693,308 3,295,593 2,535,677 1,224,594
15
6.4 THE BOARD OF DIRECTORS
There are six (6) members on the Board of Directors of ARIM consisting of three (3) Independent Directors and three (3) Non-
Independent Directors. The Board of Directors oversees the management and operations of ARIM and meets quarterly.
Role of Directors
The Board of directors is responsible for the overall management of ARIM and its funds. The Board not only ensures corporate
governance is practiced but policies and guidelines are adhered to.
Members of The Board of Directors
Datuk Mohamed Adnan bin Ali (Chairman) (Independent Non-Executive)
Meor Khairi bin Meor Mohd Bazid (Managing Director/Chief Executive Officer)
Azhar bin Harun (Independent/Non-Executive)
Dato’ Haji Che Pee bin Samsudin (Non-Independent/Non-Executive)
Haji Zulkifly bin Sulaiman (Independent/Non-Executive
Hawariah binti Idris (Non-Independent/Non-Executive)
6.5 THE INVESTMENT COMMITTEE
There are three (3) members on the Investment Committee of ARIM consisting three (3) Independent Members.
Role of the Investment Committee
The investment committee approves or recommends investment policies and procedures. The committee will continuously monitor
the implementation of the investment policies against the predetermined benchmarks towards achieving a proper performance of
the Fund. The investment committee will meet at least once every quarter or such other times as may be decided by the Chairman.
Members of the Investment Committee
Datuk Mohd Adnan Bin Ali (Chairman)
Azhar bin Harun
Haji Zulkifly bin Sulaiman
6.6 Profile of the Key Management Staff of ARIM Meor Khairi Meor Mohd Bazid (Managing Director / Chief Executive Officer)
Meor Khairi Meor Mohd Bazid was appointed to the Board on 27 February 2013. He holds a Bachelor of Business
Administration (Finance) and Master of Business Administration (Finance) from University of Toledo, Ohio, USA. He was a
recipient of Jabatan Perkhidmatan Awam's full scholarships at both undergraduate and graduate levels.
He began his working career as a Corporate Banking Officer at Arab Malaysian Merchant Bank in 1992, which back then was the
biggest merchant bank in the country. In 1993, he joint DR Group Holdings as Assistant Finance Manager, where he was
responsible in overseeing the group's cash flows, investment as well as insurance portfolio. His career then progressed into fund
management industry when he began working as Assistant Portfolio Manager at SJ Asset Management ("SJAM") in 1995 and was
appointed as the Chief Investment Officer of SJAM in 2003.
In April 2008, after almost thirteen years, he left the aforementioned company to join ARIM, first as General Manager, Equity
Research and later as the Chief Investment Officer. Besides overseeing the Research Department, he is also responsible in
formulating the asset allocation and equity strategies. He has more than a decade of experience in investment in the Asian region.
He had done extensive research work and company visits around the region in the last 13 years.
He holds a Capital Markets and Services Representative’s License under the Capital Markets & Services Act (2007) since 1995. He
is familiar with investment product, trading system and risk management developments.
Mohd Amir Shah Basir (Chief Operating Officer)
Mohd Amir Shah joined Amanah Raya Berhad as an Accountant in year 2004 and was attached to various Departments including
Operations and Accounts and Finance Department. He was entrusted to oversee the Trust and Estate Accounts and Operations
besides managing the Company’s and Group’s Accounts. He joined ARIM in year 2008. Prior to joining Amanah Raya Berhad, he was working at PriceWaterHouseCoopers (“PwC”) for more than 4 years. During his
tenure with PwC, he was attached to the Audit Business Assurance and Advisory Services under the Financial Industry Group and
had been exposed to a wide range of Financial Services areas including Banking, Insurance, Investment, Asset Management and
Unit Trust.
He holds a Master of Business Administration in Finance from Putra University of Malaysia and Bachelor of Accountancy (Hons)
from International Islamic University. He is also a Chartered Accountant and a Certified Financial Planner.
16
Rusli Abu Yamin (Head, Marketing & Investment Services)
Rusli Abu Yamin has more than 20 years’ experience in investment management industry. His previous roles have included
responsibility for institutional sales, business retail market, asset management and corporate planning during his previous stints
with Permodalan Nasional Berhad (PNB), Kumpulan Perangsang Selangor, Tabung Amanah Saham Selangor, HL Securities, JF
Apex Securities and ASM Investment Services.
He has an MBA from Ohio University, Athens USA and a Bachelor of Economics (Hons) from Universiti Kebangsaan Malaysia.
He is a holder of a Capital Market & Services Representative License since 2006.
Khadijah Sairah Ibrahim (Head, Sales & Marketing – Unit Trust)
Khadijah Sairah Ibrahim holds an MBA (Finance) with Distinction from University of Malaya, Graduate Diploma in Applied
Finance & Investment from Securities Institute of Australia and a BBA (Transportation) from MARA University of Technology.
She is a holder of a Capital Markets and Services Representative License (CMSRL) specializing in Fund Management since 2002
and a Fellow of Financial Services Institute of Australasia (Finsia) since 2005. She has had vast working experience of more than
15 years in equity research, investment analysis, fund management, unit trust operations, product development and marketing
during her previous tenure with PNB, ASNB and as the Head of Business Development and Marketing at Meridian Asset
Management.
Latifah Idris (Head, Operations & Finance – Unit Trust & Company Account)
Latifah Idris has more than 20 years’ experience in the unit trust industry. She has vast knowledge in the unit trust and fund
management operations, accounting systems and procedures.
She graduated with a Bachelor of Administration majoring in Accounting from Lakehead University, Ontario, Canada.
Ridza Ahmad Jalaludin (Head, Compliance- Designated Compliance Officer)
Ridza Ahmad Jalaludin joined AmanahRaya Investment Management Sdn Bhd (“ARIM”) in November 2011 and oversees the
compliance functions in both the Fund Management and Unit Trust Management activities. He has with him 7 years of experience
in regulatory monitoring after previous stints at AmanahRaya-JMF Asset Management Sdn Bhd, AmanahRaya Unit Trust
Management Sdn Bhd, AmanahRaya Investment Management Sdn Bhd and Nomura Islamic Asset Management Sdn Bhd. Currently, he is the designated Compliance Officer and responsible for all compliance matter at ARIM.
He graduated from the MARA University of Technology (UiTM) with a Bachelor Degree in Corporate Administration majoring in
Company Secretarial. He is also registered as a Compliance Officer with the Securities Commission
6.7 The Investment Team
Managing Director/ Chief Executive Officer)
Please refer to Section 6.6 above for details
.
Wan Shaharir Johan Haris (Assistant General Manager, Equities)
Wan Shaharir began his career in 2000 as an analyst cum portfolio manager in Permodalan Nasional Berhad. Prior to joining
ARIM he was a portfolio manager with RHB Management Sdn Bhd from 2007 to 2011. Currently he manages balanced, ethical
and shariah mandates for unit trust fund and corporate clients. He holds a Degree in Business Administration from University of
Technology Malaysia (UiTM). He is a holder of a Capital Market & Services Representative License since 2006.
Jasmine See Yeng Wah (Senior Manager, Credit Evaluation, Fixed Income)
Jasmine holds a Bachelor Degree in Economic (Hons) from University Utara Malaysia, 1997. She joined ARIM in June 2009 and
is currently responsible for credit assessment on fixed income portfolio. She started her career with AmBank Berhad (formerly
known as Arab-Malaysia Bank Berhad) in 1997. She joined OSK investment Bank in 2006 and later in 2007, moved to RHB Bank
Berhad.
Jasmine has extensive exposure in banking industry, particularly in credit assessment in various market segments besides hands on
experience in loan documentation, and loan recovery. She is a certified credit professional who has been conferred Certified Credit
Professional (CCP); a qualification endorsed by the Bank Negara Malaysia.
17
6.8 Circumstances That May Lead Towards The Retirement, Removal or Replacement of
The Management Company
The Management Company may retire upon giving 12 months’ notice (or such shorter period as the Manager and
Trustee may agree) to the Trustee of its desire to do so, and may by deed appoint in its stead a new Management Company
approved by the Trustee and the SC.
The Management Company shall also retire, if so required by the Trustee, on the grounds that:
• a special Resolution to that effect has been passed by the Unit Holders at a meeting called for that purpose;
• the Manager has failed or neglected to carry out its duties to the satisfaction of the Trustee and Trustee considers
that it would be in the interests of Unit Holders for it to do so after the Trustee has given Notice to it of that
opinion and the reason for that opinion, and after consultation with the relevant authorities and with the approval of
Unit Holders;
• 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.
6.9 Powers of The Manager to Remove The Trustee
The Trustee may retire upon giving twelve (12) months’ notice to the Manager of its desire to do so, or such shorter
period as the Manager and the Trustee may agree, and may by deed appoint in its stead a new Trustee approved by the
Securities Commission.
The Trustee may be removed and another Trustee may be appointed by special resolution of the Unit
Holders at a Unit Holders’ meeting convened in accordance with the Deed.
A management company shall take all reasonable steps to replace a Trustee as soon as practicable after becoming aware
that:
(i) The Trustee has ceased to exist;
(ii) The Trustee has not been validly appointed;
(iii) The Trustee is not eligible to be appointed or to act as Trustee under Section 290 of CMSA 2007;
(iv) The Trustee has failed or refused to act as Trustee in accordance with the provisions or covenants of the Deed or the
provisions of CMSA 2007; (v) A receiver is appointed over the whole or a substantial part of the assets or undertaking of the existing Trustee
and has not ceased to act under the appointment, or a petition is
(vi) Presented for the winding up of the existing Trustee (other than for the purpose of and followed by a
reconstruction, unless during or following such reconstruction the existing
(vii) Trustee becomes or is declared to be insolvent); or
(viii) 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.
6.10 Policy on Conflict of Interest
The Manager has in place policies and procedures to deal with any conflict of interest situations. In making an
investment transaction for the Fund, the Manager will not make improper use of its position in managing the Fund to gain,
directly or indirectly, any advantage or to cause detriment to the interests of Unit Holders.
Where Directors or the Investment Committee members’ interests may conflict with that of the Fund, they are to refrain from
participating in the decision-making process relating to the matter. All staff are required to seek prior approval from the Head
of Department before dealing in any form of securities. All transactions with related parties are to be executed on terms which
are best available to the Fund and which are not less favorable to the Fund than an arms-length transaction between
independent parties.
18
6.11 Policies and Procedures on Anti Money Laundering
In order to comply with the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLA) and the relevant
policies, procedures, guidelines and/or regulations aimed at the prevention of money laundering, the Manager will be
required to obtain satisfactory evidence of customer’s identity and have effective procedures for verifying the bona fides of
customers.
The Manager conducts on-going due diligence and scrutiny of customers’ identity and his/her investment objectives which
may be undertaken throughout the course of the business relationship to ensure that the transactions being conducted are
consistent with the Manager’s knowledge of the customer, its business and its risk profile.
It may not have direct contact with such customers and depending on the circumstances of each application, a
detailed verification of identity might not be required where :
(i) the applicant makes the payment for his/her investment from an account held in the applicant’s name at a
recognized financial institution;
(ii) the applicant is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the
law of, a recognized jurisdiction; or
(iii) the application is made through an intermediary which is regulated/licensed by a recognized regulatory authority
and is based in or incorporated in, or formed under the law of a recognized jurisdiction.
The Manager also reserves the right to request such information as is necessary to verify the source of the payment. The
Manager may refuse to accept the application and the subscription monies if an applicant of Units delays in producing or
fails to produce any information required for the purposes of verification of identify or source of funds, and in that event the
Manager shall return the application monies (without interest and at the expense of the applicant) by telegraphic transfer to
the account from which the monies were originally sent or by way of a cheque to the applicant’s last known address on
the records of the Manager.
A transaction or a series of transaction shall be considered as ‘suspicious’ if the transaction in question is inconsistent with
the customer’s known transaction profile or does not make economic sense. Suspicious transactions shall be submitted
directly to the Financial Intelligence Unit of Bank Negara Malaysia.
6.12 Material Litigations
As at 31st
January 2014 the Manager is not engaged in any material litigation and arbitration, including those pending or
threatened, and any facts likely to give rise to any proceedings which might materially affect the business/financial position of
the Manager and any of its delegates.
19
7. THE TRUSTEE
7.1. PROFILE OF PB TRUSTEE SERVICES BERHAD
PB Trustee Services Berhad (7968-T)(“PBTSB”) is the Trustee of the AmanahRaya Islamic Cash Management Fund
(ARICMF).PBTSB was incorporated on 24 August 1968 and commenced its operations on 22 January 1969, with its registered and
business office at 17th Floor, Menara Public Bank, 146 Jalan Ampang, 50450 Kuala Lumpur. PBTSB has an authorized share capital
of RM1,050,000 and a paid-up share capital of RM525,000.
PBTSB’s financial information
Financial Year ended 31 December (audited):
2012 2011 2010
(RM’000) (RM’000) (RM’000)
Paid-up share capital 525 525 525
Shareholders’ funds 8,357 7,041 6,073
Turnover 3,623 3,126 2,876
Pre-tax profit 1,649 1,277 1,145
Net earnings per share 12.54 9.28 8.15
Net dividend per share - - -
Profit after tax 1,317 974 856
7.2 EXPERIENCE IN THE TRUSTEE BUSINESS
PBTSB’s experience in trustee business has expanded over the past 40 years since its incorporation in 1968. It currently manages
various types of funds in its capacity as trustee. These include private debt securities, writing of wills, management of estates,
trusteeship for golf clubs, recreational clubs and time sharing schemes. PBTSB is also acting as a custodian in its capacity. As at 31st
January 2014, it has two (2) unit trust funds and sixteen (16) wholesale funds under its trusteeship.
7.3 BOARD OF DIRECTORS OF PBTSB
Dato’ Yeoh Chin Kee
Dato’ Haji Abdul Aziz Bin Dato’ Dr. Omar
Ms Chang Siew Yen (Director of PB Trustee Services Berhad)
7.4 KEY MANAGEMENT STAFF
As at 31st January 2014, PBTSB has a staff force of 16 experience personnel (13 executives and 3 non-executives) to carry out its
duties as Trustee.
Ms Jothirani Krishnan, Chief Executive Officer
She is an Associate member of the Institute of Chartered Secretaries and Administrators, UK. She has more than 20 years working
experience. Prior to joining the Public Bank Group in 1 May 1990, she was attached to the Commonwealth Secretariat in London for
approximately 3 years and the International Maritime and Satellite Organization in London for approximately 5 years. She joined
Public Leasing and Factoring Sdn Bhd on 1 May 1990. She was subsequently transferred to the Secretariat Division of Public Bank
Berhad in March 2004 and then joined PB Trustee Services Berhad as a Senior Assistant Manager cum Company Secretary on 1
July 2005, and currently oversees the Company’s Administration, Operations and Finance. She has been appointed as Chief
Executive Officer of PB Trustee Services Berhad on 1st September 2012.
Ms Kiran, Harpejan Kaur, Assistant Manager
She holds Diploma in Law. She has more than Thirteen (13) years of experience in Legal and Trust Administration, especially in
handling Corporate and Individual clients mainly on Trust, Will, Custodian and Estate Administration, having served in various
positions at a Legal Firm and in established Trust Companies prior to joining PB Trustee Services Berhad in April 2008.
20
She is primarily responsible for Retail Services such as Islamic and Conventional Services covering Private Trusts, Wills, Custodian,
Estate Administration, Trainings and Marketing.
Ms Nurul Hayati Zawawi, Senior Officer
She graduated from University Teknologi MARA (UiTM) with Degree in Law. She joined PB Trustee Services Berhad on 5 June
2006. Prior to this, she was a Compliance Officer with a local unit trust company and had spent 10 years with a trustee company,
handling Unit Trust reporting and compliance. She is currently responsible for the Daily Operations and Compliance for Unit Trust
Funds.
Ms Choong Sek Fong, Senior Officer
She holds a Diploma in Accounting (London Chamber of Commerce & Industry). Joined PB Trustee Services Berhad in August
2001 as a clerical staff and was promoted to an Officer in September 2005. She is primarily in charge of the company’s Trust
Accounts, IT System (MFund) and Unit Trust Reporting.
Ms Liew Kim Tai, Senior Officer
Holds a Diploma in Accounting (London Chamber of Commerce & Industry). Joined PB International Factors Sdn Bhd (PBIF), (a
member of Public Bank Group) in April 1991, as an officer in the Accounting Department and transferred to PB Trustee Services
Berhad on 1 February 2006. She currently handles the company’s Accounts, Taxation, and Finance matters.
PBTSB’s Delegate
The Trustee has appointed Bank Muamalat (M) Bhd as custodian of the quoted and unquoted local investments 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 events processing. All investments
are automatically registered into the name of the Fund. The custodian acts only in accordance with instructions from the Trustee.
7.5 FUNCTIONS, DUTIES AND RESPONSIBILITIES
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) acting as trustee and safeguarding the rights and interests of the Investors;
(b) holding the assets of the Scheme for the benefit of the Investors; and
(c) exercising all the powers of a trustee and the powers that are incidental to the ownership of the assets of the Scheme.
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.
7.6 THE TRUSTEE MAY BE REMOVED AND ANOTHER TRUSTEE MAY BE APPOINTED BY
SPECIAL RESOLUTION OF THE UNITHOLDERS’ MEETING CONVENED IN ACCORDANCE
WITH THE DEED OR AS STIPULATED IN THE CMSA 2007.
7.7 TRUSTEE’S STATEMENT OF RESPONSIBILITY
The Trustee has given its willingness to assume the position as Trustee of the Scheme and all the obligation in accordance with the
Deed, all relevant laws and rules of law.
7.8 REMOVAL OR REPLACEMENT OF THE TRUSTEE
The Trustee may retire upon giving twelve (12) months’ notice to the Manager of its desire to do so, or such shorter period as the
Manager and the Trustee may agree, and may by deed appoint in its stead a new Trustee approved by the Securities Commission.
The Trustee may be removed and another Trustee may be appointed by special resolution of the Unit Holders at a Unit Holders’
meeting convened in accordance with the Deed.
A management company shall take all reasonable steps to replace a 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 to act as Trustee under Section 99 of Securities Commission Act 1993;
21
The Trustee has failed or refused to act as Trustee in accordance with the provisions or covenants of the Deed or the provisions of
Securities Commission Act 1993;
A receiver is appointed over the whole or a substantial part of the assets or undertaking of the existing Trustee and has not ceased to
act under the appointment, or a petition is presented for the winding up of the existing Trustee (other than for the purpose of and
followed by a reconstruction, unless during or following such reconstruction the existing 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.
7.9 TRUSTEE’S DECLARATION
The Trustee is financially 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 Scheme, as well as act at all times in the best interest of the Scheme’s investors. The Trustee also has
adequate procedures and processes in place to prevent or control conflicts of interest.
The Trustee’s boards of directors declare that the requirements of the guidelines on allowing a person to be
appointed or to act as trustee under subsection 290 of the CMSA 2007 have been complied with at the point of
application.
7.10 MATERIAL LITIGATION AND ARBITRATION
As at 31st January 2014, the Trustee is not engaged in any material litigation and arbitration, either as plaintiff or defendant, which
has a material effect on the financial position of the Trustee and the board of directors of the Trustee do not know of any proceeding
pending or threatened or of any facts likely to give rise to any proceedings which might materially and adversely affect the position
of the Trustee.
22
8. SALIENT TERMS OF THE DEEDS 8.1 Unitholder’s Rights and Liabilities
A unitholder is a person registered in the register as a holder of units or fractions of units in a fund which
automatically accord him rights and interest in the fund.
Unitholder shall be entitled to receive the distributions of the funds, participate in any increase in the capital value of
the units and to other rights and privileges as are provided for in the Deed.
Unitholders are vested with the powers to call for a unitholders’ meeting and to vote for the removal of the Trustee or the
Manager through Special Resolution.
Investors who are investing with ARIM for the first time are entitled to a cooling-off period of 6 Business Days from the
date of receipt of the application form and payment by ARIM. This cooling-off right, however, shall not extend to a
corporation or institution, the staff of ARIM and person registered to deal in its unit trust funds.
In addition, unitholders shall receive annual and interim reports of the funds which are sent out within two months from
the close of each financial year/period.
No unitholder shall be entitled to require the transfer to him of any of the assets comprised in the funds or be
entitled to interfere with or question the exercise by the Trustee or the Manager on his behalf of the rights of the Trustee as
owner of such assets.
No unitholders shall by reason of the provisions of the Deed and the relationship created thereby between the unitholders,
the Trustee and the Manager be liable for any amount in excess of the purchase price paid for the unit and shall not be
under any obligation to indemnify the trustee and/or the Manager in the event that the liabilities incurred by the Trustee
and the Manager in the name of or on behalf of the funds pursuant to and/or in the performance of the provisions of the
Deed the Gross Asset Value of the funds and any right of indemnity of the Trustee and/or Manager will be limited to
recourse to the funds.
8.2 Jointholders
Units may be registered in the name of more than one unitholder subject to a maximum number of two jointholders. If the
units are held by jointholders of whom one is a minor, the first registered unitholder must be an adult who is not less than
18 years of age.
In the event of the demise of a jointholder, the Manager shall onl y recognize the surviving jointholders as the rightful person
having title or right of interest to the units in the account. However, if the surviving jointholder is a minor, the units in
the account shall be vested in the estate of the deceased jointholder upon receipt by the Manager of the necessary
documentation.
8.3 Maximum Fees and Charges Permitted by the Deed.
Fund
Management Fee
Trustee Fee
Service
Charge
Repurchase
Charge
AmanahRaya Islamic Cash
Management Fund
(ARICMF)
Up to 0.5% per annum
calculated daily based on
NAV of the Fund
0.08% per annum
of the NAV
Nil
Nil
A lower fee and/or charges than what is stated in the deed may be charged, all current fees and charges are disclosed in the
Information Memorandum.
Any increase of the fees and/or charges above that stated in the current Information Memorandum may be made provided
that a supplemental Information Memorandum is issued and the maximum stated in the deed shall not be breached.
Any increase of the fees and/or charges above the maximum stated in the deed shall require unitholders’
approval.
23
8.4 Permitted Expenses Payable Out of the Funds
The major expenses that are recoverable directly from the funds include:
(i) Commission/fees paid to brokers in effecting dealings in the investment of the funds, shown on the contract
notes or difference account;
(ii) (where the custodial function is delegated by the relevant Trustee for foreign markets
investment), charges/fees paid to the-sub custodian;
(iii) Tax and other duties charged on the funds by the funds by the Government and other authorities;
(iv) The fee and other expenses properly incurred by the Auditor and all professional and accounting fees and
disbursements approved by the relevant Trustee;
(v) Fees for the valuation of any investment of the funds by independent valuers for the benefit of the funds;
(vi) Costs incurred for the modification of the deed other than those for the benefit of the funds;
(vii) Costs incurred for any meeting of unitholders other than those convened by the Manager or Trustee for its own benefit;
(viii) The costs of printing and dispatching to unitholders the accounts of the funds, tax certificates, distribution warrants,
notices of meeting of unitholders, newspaper advertisement and such other similar costs as may be approved by the
relevant Trustee; and
(ix) Any other expenses properly incurred by the relevant Trustee in the performance of its duties and responsibilities.
8.5 Retirement, Removal and Replacement of the Manager
The Management Company may retire upon giving twelve (12) months’ notice (or such shorter period as the Manager
and Trustee may agree) to the Trustee of its desire to do so, and may by deed appoint in its stead a new Management
Company approved by the Trustee and the SC.
The Management Company shall also retire, if so required by the Trustee, on the grounds that:
• a special Resolution to that effect has been passed by the Unit Holders at a meeting called for that purpose;
• the Manager has failed or neglected to carry out its duties to the satisfaction of the Trustee and Trustee considers
that it would be in the interests of Unit Holders for it to do so after the Trustee has given Notice to it of that opinion
and the reason for that opinion, and after
consultation with the relevant authorities and with the approval of Unit Holders
• 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.
8.6 Retirement, Removal and Replacement of the Trustee
The Trustee may retire upon giving twelve (12) months’ notice to the Manager of its desire to do so, or such shorter period
as the Manager and the Trustee may agree, and may by deed appoint in its stead a new Trustee approved by the Securities
Commission.
The Trustee may be removed and another Trustee may be appointed by special resolution of the Unit
Holders at a Unit Holders’ meeting convened in accordance with the Deed.
A management company shall take all reasonable steps to replace a Trustee as soon as practicable after becoming aware
that:
(i) The Trustee has ceased to exist; (ii) The Trustee has not been validly appointed
(iii) The Trustee is not eligible to be appointed or to act as Trustee under Section 290 of CMSA 2007;
(iv) The Trustee has failed or refused to act as Trustee in accordance with the provisions or covenants of
the Deed or the provisions of CMSA 2007;
(v) A receiver is appointed over the whole or a substantial part of the assets or undertaking of the existing Trustee
and has not ceased to act under the appointment, or a petition is
(vi) Presented for the winding up of the existing Trustee (other than for the purpose of and followed by a reconstruction,
unless during or following such reconstruction the existing Trustee becomes or is declared to be insolvent); or
(vii) 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.
24
8.7 Termination of the Fund
Termination by the Manager
The Manager may in its absolute discretion created and wind up the Fund at any time.
Upon the termination of the Fund by the Manager, the Trustee shall as soon as practicable give to each Unit holder of the
Fund being wound up notice of such termination, the Manager shall notify the Unit holders of the Fund in writing.
Termination by the Trustee
In any of the following events:
• If the Manager has gone into liquidation
• If in the opinion of the Trustee, the Manager has ceased to carry on business
• If in the opinion of the Trustee, the Manager has to be 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 a meeting of Unit holders for the purpose of seeking directions from the Unit holders.
If at any such meeting a Special Resolution to terminate the Fund is passed by the Unit holders, the
Trustee shall apply to the court for an order confirming such Special Resolution.
8.8 Unitholders Meeting
Unless otherwise required or allowed by the relevant laws, the Manager shall, within twenty-one (21) days of receiving
an application 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 at least seven (7) days before the date of the proposed meeting a notice of the proposed meeting
to all the Unit Holders; and
(b) publishing at least fourteen (14) days before the date of the proposed meeting an advertisement giving notice of
the proposed meeting in a national language newspaper published daily and another newspaper approved by the
relevant authorities.
The Unit Holders may apply to the Manager to summon a meeting for any purpose including, without limitation, for the
purpose of:
(a) requiring the retirement or removal of the Manager;
(b) requiring the retirement or removal of the Trustee;
(c) considering the most recent financial statements of the Fund; or
(d) giving to the Trustee such directions as the meeting thinks proper;
provided always that the Manager shall not be obliged to summon such a meeting unless application has been received
from not less than fifty (50) or one-tenth of all the Unit Holders, whichever is the lesser number.
Meetings summoned by the Trustee
Where:
(a) the Manager is in liquidation,
(b) in the opinion of the Trustee, the Manager has ceased to carry on business, or
(c) in the opinion of the Trustee, the Manager has, to the prejudice of Unit Holders, failed to comply with this
Deed or contravened any of the provisions of the Act,
25
Meetings summoned by the Manager
The Manager may for any purpose whatsoever summon a meeting of the Unit Holders by sending by post at least
fourteen (14) days before the date of the proposed meeting, or such other time as may be prescribed by the relevant
laws, a notice of the proposed meeting to all the Unit Holders.
Provisions governing Unit Holders' Meetings
The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders, whether present in person or by
proxy, provided always that the quorum for a meeting of the Unit Holders convened for the purpose of removing the
Manager and/or the Trustee shall be ten (10) Unit Holders, whether present in person or by proxy, who must hold in
aggregate at least fifty per centum (50%) of the Units in circulation at the time of the meeting. 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 removing the
Manager and/or the Trustee, the Unit Holders present in person or by proxy must hold in aggregate at least fifty per
centum (50%) of the Units in circulation at the time of the meeting.
• Ever y question arising at any Unit Holders' meeting shall be decided in the first instance by a show of hands
unless a poll be demanded or if it be a question which under this Deed requires a Special Resolution a poll shall be
taken.
• On a show of hands every Unit Holder who is present in person or by proxy shall have one vote.
• Upon a poll every Unit Holder present in person or by proxy shall have one vote for every Unit held by him.
• A poll may be demanded before or immediately after any question is put to a show of hands.
• Every Unit Holder entitled to attend a meeting and to vote thereat may vote personally or by proxy.
The proxy appointed need not be a Unit Holder. Where a Unit Holder is a company, the proxy may be any officer of
such company appointed in the manner provided in section 147(3) of the Companies Act 1965. The Manager or
the Trustee may accept a certificate under section 147(5) of the Companies Act 1965 as evidence of the proxy's
appointment. The proxy may exercise on behalf of the company the same powers as the company could if it
were a natural person and the company is to be taken to be a natural person present at the meeting in person.
• In the case of Jointholders, any one of such Jointholders may vote either personally or by proxy as
comprised in the jointholding, but if Jointholders are present at any meeting either personally or by proxy, the
Jointholder whose name stands first in the Register shall alone be entitled to vote in respect thereof.
• Several executors or administrators shall be deemed to be Jointholders.
• The Manager may not exercise any voting rights in respect of the Units held by it or its nominees at any Unit Holders'
meeting regardless of the party who requested the meeting and the matter or matters which are laid before the
meeting.
• Any party related to the Manager may not exercise any voting rights in respect of the Units held by such party in
any Unit Holders' meeting.
8.9 The Deed
Copies of the Deed may be obtained from the Manager at a cost of RM20 each or may be inspected free of charge
during normal working hours at the offices of the Manager.
All unitholders of units will be entitled to the benefit of, be bound by and be deemed to have notice of the provisions of
the Deed, copies of which are available as mentioned above.
26
9. SHARIAH ADVISER
IBFIM has been appointed as the Shariah Adviser for AmanahRaya Islamic Cash Management Fund (“the Fund”).
Scheduled to meet the Manager and/or the Investment Committee of the Fund every quarter, where IBFIM will advise
the Manager on the selection of investment tools to be adopted. IBFIM will also counsel the mechanism of the operations
of the Fund’s activities to ensure that the operations of the Fund comply with Shariah requirements.
9.1 General Information of IBFIM
IBFIM was incorporated as a company limited by guarantee and not having share capital in Malaysia under the
Companies Act, 1965 on 15 February 2007.
9.2 Experience in Advisory and Services
IBFIM is registered with the SC to act as a Shariah Adviser for Shariah-complaint collective investment schemes and
sukuk issuance. IBFIM is also involved in numerous Shariah-compliant private mandates as well as the Shariah Adviser
for Islamic REITs and Islamic asset management houses.
As at 7th
February 2014, IBFIM has total staff strength of 61 employees, and has 77 funds under its supervision.
9.3 Roles and Responsibilities of IBFIM as the Shariah Adviser
As the Shariah Adviser, the role of IBFIM is to ensure that the operations and investments of the Funds are in compliance
with Shariah requirements. The Shariah Adviser reviews the Funds’ investments on a monthly basis to ensure compliance
with Shariah requirements at all times and meets with the Manager on a quarterly basis to review and advise on the Funds’
compliance with Shariah requirements. Final responsibility for ensuring Shariah compliance of the Funds with Shariah
requirements in all relevant aspects rests solely with the Manager.
In line with the Securities Commission (“SC”) Guidelines, the roles of IBFIM as the Shariah Adviser are;
1. Ensuring that the Shariah-compliant unit trust funds (“the Funds”) are managed and administered in accordance
with the Shariah principles;
2. Providing expertise and guidance for the Funds in all matters relating to Shariah principles, including on the Funds’ deed
and prospectus, its structure and investment process, and other operational and administrative matters;
3. Consulting the SC who may consult the Shariah Advisory Council where there is any ambiguity or uncertainty as to an
investment, instrument, system, procedure and/or process;
4. Scrutinising the Funds’ compliance report as provided by the compliance officer, transaction report provided by
or duly approved by the trustee and any other report deemed necessary for the purpose of ensuring that the
Funds’ investments are in line with the Shariah principles;
5. Preparing a report to be included in the Funds’ interim and annual report certifying whether the Funds have been
managed and administered in accordance with the Shariah principles;
6. Ensuring that the Funds comply, with any guideline, ruling or decision issued by the SC, with regard to Shariah matters;
7. Vetting and advising on the promotional materials of the Funds;
8. Assisting and attending to any ad-hoc meeting called by the SC and/or any other relevant authority.
27
9.4 Profile of the Shariah Team
IBFIM’s Shariah team consists of the following personnel :
Dato’ Mohd Bakir Bin Haji Mansor (Distinguished Shariah Advisor)
Dato, Mohd Bakir Bin Haji Mansor is a member of the Shariah Supervisory Council of Bank Islam Malaysia Berhad
(BIMB), the Shariah Advisory Body of Syarikat Takaful Malaysia Berhad and sits on the Shariah Panel Committee of
Amanah Ikhtiar Malaysia. He is also the Chairman of the Shariah Advisory Committee of BIMB Securities Sdn. Bhd and
the Shariah Advisory Committee of the Association of Islamic Banking Institutions Malaysia.
Prior to joining IBFIM, Dato’ Mohd Bakir was the Shariah Coordinator at BIMB, from 1984 to 2001. Previously,
he served at the National Council for Islamic Religious Affairs in the Prime Minister's Department for 10 years from 1971.
He was also a Chief Assistant Director at the Islamic Research Centre for 4 years from 1981. He holds a Shahadah Ulya
from Kolej Islam Malaya.
Dato’ Mohd Bakir was awarded ‘Tokoh Maulidur Rasul 1434H/2013M’ by the government of Malaysia for his contributions
in promoting the Islamic finance industry.
Mohd Nasir Bin Ismail (Shariah Advisor)
Mohd Nasir Bin Ismail, IFP, h a s b e e n w i t h I B F I M s i n c e i t s i n c o r p o r a t i o n . He is responsible in providing
Shariah input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic
capital market and Shariah-compliant unit trust funds. Prior to joining IBFIM, he was with Institut Pengajian Ilmu-Ilmu
Islam, Kelantan. He graduated with a Bachelor of Shariah (Honours) from the University of Malaya in 1998. He is also the
designated person responsible for Shariah matters related to the Fund.
Ahmad Zakirullah Bin Mohamed Shaarani (Senior Shariah Officer)
Ahmad Zakirullah Bin Mohamed Shaarani joined IBFIM in February 2008. He is responsible in providing Shariah
input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic capital
market and Shariah-compliant unit trust funds. Prior to joining IBFIM, he served at University Sains Islam Malaysia
before joining PTPL College. He obtained his Master in Islamic Revealed Knowledge and Human Sciences from
International Islamic University of Malaysia (Honours), Bachelor of Shariah Islamiyyah (Honours) from Al-Azhar
University, Egypt and Diploma of Shariah Islamiyyah (Honours) from Higher Institute of Islamic and Arabic Language
(MADIWA). He is also the designated person responsible for Shariah matters related to the Fund.
Budeeman Mana (Senior Shariah Officer)
Budeeman Mana joined IBFIM in July 2011. He is responsible in providing Shariah input on the advisory, consultancy and research
functions with regard to Islamic banking, takaful, Islamic capital market and Shariah-compliant unit trust funds. Prior joining
IBFIM, he was with Sri Cempaka School, Damansara Heights. He graduated with Bachelor of Islamic Revealed Knowledge and
Heritage (Fiqh and Usul al-fiqh) (Honours) International Islamic University of Malaysia in 2010. He is also the designated person
responsible for Shariah matters related to the Fund.
28
10. TAXATION
TAXATION ADVISER’S LETTER IN RESPECT OF THE TAXATION OF THE UNIT
TRUST AND THE UNIT HOLDERS
(PREPARED FOR INCLUSION IN THIS INFORMATION MEMORANDUM)
Ernst & Young Tax Consultants Sdn. Bhd. 10 February 2014 Level 23A, Menara Milenium
Pusat Bandar Damansara
50490 Kuala Lumpur
The Board of Directors
Amanah Raya Investment Management Sdn Bhd
Level 7 & 8, Wisma Amanah Raya
No 2 Jalan Ampang
50508 Kuala Lumpur
Dear Sirs
TAXATION OF THE UNIT TRUST AND UNIT HOLDERS
This letter has been prepared for inclusion in this Information Memorandum in connection with the offer of units in the unit
trust known as AmanahRaya Islamic Cash Management Fund (hereinafter referred to as “the Fund”).
The purpose of this letter is to provide prospective Unit holders with an overview of the impact of taxation on the
Fund and the Unit holders.
TAXATION OF THE FUND
The taxation of the Fund is subject to the provisions of the Malaysian Income Tax Act, 1967 (“MITA”), particularly
Sections 61 and 63B.
Under Section 2(7) of the MITA, any reference to interest shall apply, mutatis mutandis, to gains or profits received
and expenses incurred in lieu of interest, in transactions conducted in accordance with the principles of Syariah.
The effect of this is that any gains or profits received (hereinafter referred to as “profits”) and expenses incurred, in lieu of
interest, in transactions conducted in accordance with the principles of Syariah, will be accorded the same tax treatment as
if they were interest.
Subject to certain exemptions, the income of the Fund comprising dividends, profits and other investment
income derived from or accruing in Malaysia after deducting tax allowable expenses, is subject to Malaysian income
tax, which is currently imposed at the rate of 25%.
Tax allowable expenses would comprise expenses falling under Section 33(1) and Section 63B of the MITA. Section
33(1) permits a deduction for expenses that are wholly and exclusively incurred in the production of gross income. In
addition, Section 63B allows unit trusts a deduction for a portion of other expenses (referred to as ‘permitted expenses’)
not directly related to the production of income, as explained below.
29
“Permitted expenses” refer to the following expenses incurred by the Fund which are not deductible under Section
33(1) of the MITA:
• the manager's remuneration,
• maintenance of the register of Unit holders,
• share registration expenses,
• secretarial, audit and accounting fees, telephone charges, printing and stationery costs and postage.
These expenses are given a partial deduction under Section 63B of the MITA, based on the following formula:
A x B
4C
where A is the total of the permitted expenses incurred for that basis period;
B is gross income consisting of dividend
[1], interest and rent chargeable to tax for that basis period; and
C is the aggregate of the gross income consisting of dividend [1]
(whether exempt or not), interest and rent,
and gains made from the realization of investments (whether chargeable to tax or not) for that basis period,
provided that the amount of deduction to be made shall not be less than 10% of the total permitted expenses incurred
for that basis period.
Exempt income
The following income of the Fund is exempt from income tax:
• Malaysian sourced Dividends
Tax exempt dividends received from investments in companies which had previously enjoyed or are currently enjoying
certain tax incentives provided under the relevant legislation.
Paragraph 12B, Schedule 6 of MITA states that exempt dividend includes any dividend paid, credited or
distributed to any person where the company paying such dividend is not entitled to deduct tax under Section 108
of MITA.
• Malaysian sourced interest (Profits)
(i) interest from securities or bonds issued or guaranteed by the Government of Malaysia;
(ii) interest from debentures or Islamic securities, (other than convertible loan stock) approved by the Securities
Commission;
(iii) interest from Bon Simpanan Malaysia issued by Bank Negara Malaysia;
(iv) interest derived from Malaysia and paid or credited by banks or financial institutions licensed under the Banking
and Financial Institutions Act 1989 or the Islamic Banking Act 1983;
(v) interest from Islamic securities originating from Malaysia, other than convertible loan stock in any currency in
Malaysia and approved by Securities Commission or Labuan Offshore Financial Services Authority
(LOFSA) [2]
[1] Pursuant to Section 15 of the Finance Act 2011, with effect from the year of assessment 2011, dividend income is deemed to include income
distributed by a unit trust which includes distributions from Real Estate Investment Trusts.
[2] Pursuant to Section 4 of the Finance Act 2011, with effect from 11 February 2010, ‘LOFSA’ refers to Labuan Financial
Services Authority (LFSA)
(vi) interest received from bonds or securities issued by Pengurusan Danaharta Nasional Berhad;
and
30
(vii) interest derived from bonds (other than convertible loan stock) paid or credited by any company listed on
the Malaysian Exchange of Securities Dealing and Automated Quotation Berhad (MESDAQ) [3]
.
• Discount
Tax exemption is given on discount paid or credited to any unit trust in respect of investments as specified in items
(i), (ii) and (iii) above.
Foreign income
Dividends, profits and other income derived from sources outside Malaysia and received in Malaysia by a resident unit trust
is exempt from Malaysian income tax. However, such income may be subject to tax in the country from which it is derived.
Gains from the realization of investments
Pursuant to Section 61(1) (b) of the MITA, gains from the realization of investments will not be treated as income of the
Fund and hence, are not subject to income tax. Such gains may be subject to real property gains tax (“RPGT”) under
the Real Property Gains Tax Act, 1976 (“RPGT Act”), if the gains are derived from the sale of chargeable assets, as
defined in the RPGT Act.
With effect from 1 January 2012, any chargeable gain on the disposal of chargeable assets would be subject to RPGT
at the applicable tax rate depending on the holding period as follows under the Real Property Gains Tax (Exemption)
Order 2011 [P.U.(A)434/2011].
RPGT rates
Holding Period Current
Proposed in Budget 2013 #
(i)
Up to 2 years
10%
15%
(ii)
Exceeding 2 until 5 years
5%
10%
(iii)
Exceeding 5 years
0%
0%
With effect from 1 January 2012
Funds can still enjoy a full exemption from RPGT on disposals of chargeable assets held more than 5 years.
Tax credit
Tax deducted at source from Malaysian dividends received by the Fund will be available for set-off either wholly or
partly against the tax liability of the Fund. Should the tax deducted at source exceed the tax liability of the Fund, the excess
is refundable to the Fund [4]
.
……………………………………………………………………………………………………………………………………… [3] MESDAQ was replaced by FTSE Bursa Malaysia ACE with effect from 3 August 2009, therefore any interest derived from bonds (other than
convertible loan stock) paid or credited by any company listed on the MESDAQ should still qualify for an exemption up to 2 August 2009. However, from 3 August2009 and up to the date of this letter, there is no new gazette order issued to exempt interest derived from bonds paid or credited by a company listed in the new FTSE Bursa ACE.
[4] Pursuant to Section 51 of the Finance Act 2007, a person is not entitled for a set off if the shares are held for less than 90 days or the dividend is not derived from ordinary shares. This prohibition is not applicable for shares in a company listed on the Bursa Malaysia. Further, Section 50 of the
Finance Act 2009, indicates that a person is not entitled to a set off if the dividend paid to that person is not in cash.
31
TAXATION OF UNIT HOLDERS
For Malaysian income tax purposes, Unit holders will be taxed on their share of the distributions received from the
Fund.
The income of Unit holders from their investment in the Fund broadly falls under the following categories:
1. taxable distributions; and
2. non-taxable and exempt distributions.
In addition, Unit holders may also realize a gain from the sale of units. The tax implications
of each of the above categories are explained below.
1. Taxable distributions
Distributions received from the Fund will have to be grossed up to take into account the underlying tax
paid by the Fund and the unit holder will be taxed on the grossed up amount.
Such distributions carry a tax credit, which will be available for set-off against any Malaysian tax payable by the
unit holder. Should the tax deducted at source exceed the tax liability of the unit holder, the excess is refundable to
the unit holder.
Distributions received by a non-resident unit holder from income which has been taxed at source at 25%, will not be
subject to any further tax in Malaysia.
Please refer to the paragraph below for the tax rates applicable to the grossed up distributions.
2. Non-taxable and exempt distributions
Tax exempt distributions made out of gains from the realization of investments and other exempt income earned by
the Fund will not be subject to Malaysian tax in the hands of the Unit holders.
Rates of tax
The Malaysian income tax chargeable on the Unit holders depends on their tax residence status and whether they are
individuals, corporations or trust bodies. The tax rates charged are as follows:
Unit Holders
Malaysian Income Tax Rates
Malaysian tax resident:
• Individual and non-corporate Unit holders (such
as, associations and societies)
• Co-operatives
• Trust bodies
• Progressive tax rates ranging from 0% to
26%
• Progressive tax rates ranging from 0% to
25%
• 25%
32
Unit Holders
Malaysian Income Tax Rates
• Corporate unit holders
(i) A company with paid up capital in respect
of ordinary shares of not more than
RM2.5 million (at the beginning of the
basis period for the year of assessment)
(ii) Companies other than (i) above
• For every first RM500,000 of chargeable
income @ 20% [5]
• Chargeable income in excess of RM500,000
@ 25%
• 25%
Non-Malaysian tax resident (Note):
• Individual and non-corporate unit holders
• Corporate unit holders and trust bodies
• 26%
• 25%
Note:
Non-resident Unit holders may be subject to tax in their respective countries depending on the provisions of the tax legislation in the
respective countries and any existing double taxation arrangements with Malaysia.
Gains from sale of units
Gains arising from the realization of investments will not be subject to income tax in the hands of Unit holders unless
they are insurance companies, financial institutions or traders/ dealers in securities.
Unit splits and reinvestment of distributions
Unit holders may also receive new units as a result of unit splits or may choose to reinvest their distributions. The
tax implications of these are as follows:
• Unit splits – new units issued by the Fund pursuant to a unit split will not be subject to income tax in the hands of the
Unit holders.
• Reinvestment of distributions – Unit holders may choose to reinvest their income distribution in new units by informing
the Manager. In this event, the Unit holder will be deemed to have received the distribution and reinvested it with the
Fund.
[5] A company would not be eligible for the 20% tax rate on the first RM 500,000 of chargeable income if:
a) more than 50% of the paid up capital in respect of the ordinary shares of the company is directly or indirectly owned by a related company
which has a paid up capital in respect of ordinary shares of more than RM 2.5 million at the beginning of a basis period for a year assessment;
b) the company owns directly or indirectly more than 50% of the paid up capital in respect of the ordinary shares of a related company which has a paid up capital in respect of ordinary shares of more than RM 2.5 million at the beginning of a basis period for a year of assessment;
c) more than 50% of the paid up capital in respect of the ordinary shares of the company and a related company which has a paid up capital in respect of ordinary shares of more than RM 2.5 million at the beginning of a basis period for a year of assessment is directly or indirectly owned
by another company.
In the 2014 Malaysian Budget announcement, t was proposed that the income tax rate be educed to 19% on chargeable income up to RM500,000 and 24% on the remaining chargeable income, with ffect from the year of assessment 2016. This proposal has yet o e legislated.
In the 2014 Malaysian Budget announcement, it was proposed that the income tax rate for non-resident individuals be reduced from 26% to 25%, with effect from the year of assessment 2015. This proposal has yet to be legisloated.
33
We hereby confirm that, as at the date of this letter, the statements made in this report correctly reflect our understanding
of the tax position under current Malaysian tax legislation and the related interpretation and practice thereof, all
of which are subject to change, possibly on a retrospective basis. We have not been retained (unless specifically instructed
hereafter), nor are we obligated to monitor or update the statements for future conditions that may affect these statements.
The statements made in this letter are not intended to be a complete analysis of the tax consequences relating to an
investor in the Fund. As the particular circumstances of each investor may differ, we recommend that investors obtain
independent advice on the tax issues associated with an investment in the Fund.
Yours faithfully
Ernst & Young Tax Consultants Sdn Bhd
Farah Rosley
Partner
Ernst & Young Tax Consultants Sdn. Bhd. has given their consent to the inclusion of their letter as Taxation
Adviser’s Letter in the form and context in which it appears in this Information Memorandum and has not withdrawn such
consent prior to the delivery of a copy of this Information Memorandum for approval.
34
11. STATEMENT OF CONSENT
Ernst & Young Tax Consultants Sdn Bhd, Malayan Banking Berhad, PB Trustee Services Berhad, Company
Secretary (ARB) and Shariah Adviser (IBFIM) have given their written consents to act in their respective capacity and
have not subsequently withdrawn their consent to the inclusion of their names and/or letter/report in the form and context in
which it appears in this Information Memorandum.
35
12. DOCUMENTS AVAILABLE FOR INSPECTION
Unit Holders may inspect without charge, at the registered offices of the Manager and the Trustee, for a period of not
less than 12 months from the date of this Information Memorandum, the following documents or copies thereof,
where applicable:
(a) Deed of the Fund
(b) Each material contract or document referred to in the Information Memorandum
(c) All reports, letters or other documents, valuations and statements by any expert, any part of which is extracted or
referred to in the Information Memorandum.
(d) The audited accounts of the Manager and the Fund for the last 5 financial years or from the date of
incorporation/commencement, if less than 5 years, preceding the date of Information Memorandum.
(e) Any consent given by experts or persons whose statement appears in the Information Memorandum.
36
13. UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT
UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT
Investing in a unit trust fund with borrowed money is more risky than investing with your own savings. You should asses if
loan financing is suitable for you in light of your objectives, attitudes to risk and
financial circumstances. You should be aware of the risks, which would include the following:-
i. The higher the margin of financing (that is, the amount of money you borrow for every Ringgit of your own money
that you put in as deposit or down payment) the greater the potential for losses as well as gains.
ii. You should assess whether you have the ability to service the repayments on the proposed loan. If your loan is a
variable rate loan, and if interest rates rise, your total repayment amount will be increased.
iii. If unit prices fall beyond a certain level, you may be asked to provide additional acceptable collateral or pay additional
amounts on top of your normal installments. If you fail to comply within the time prescribed, your units may be sold to
settle your loan.
iv. Returns on unit trusts are not guaranteed and may not be earned evenly over time. This means that there may be some
years where returns are high and other yeas where losses are experienced instead. Whether you eventually realize a gain
or loss may be affected by the timing of the sale of your units. The value of units may fall just when you
want your money back even though the investments may have done well in the past.
The brief statement cannot disclose all the risks and other aspects of loan financing. You should therefore carefully
study the terms and conditions before you decide to take the loan. If you are in doubts in respect of any of this risk
disclosure statement or the terms of the loan financing, you should consult the institution offering the loan.
ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENT
I acknowledge that I have received a copy of this Unit Trust Loan Financing Risk Disclosure
Statement and understand its contents.
Signature :
Full Name :
Date :
37
14. DIRECTOR’S DECLARATION
This information memorandum has been seen and approved by the Directors of AmanahRaya Investment
Management Sdn Bhd and they collectively and individually accept full responsibility for the accuracy of all
information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to
the best of their knowledge and belief, there are no other facts omitted which would make any herein misleading.
Signed by the Directors:
Datuk Mohamed Adnan bin Ali (Chairman) (Independent/ Non-Executive)
Meor Khairi bin Meor Mohd Bazid (Managing Director/ Chief Executive Officer)
Azhar bin Harun (Independent/ Non-Executive)
Dato’ Haji Che Pee bin Samsudin (Non-Independent/Non-Executive)
Haji Zulkifly bin Sulaiman (Independent/Non-Executive)
Hawariah binti Idris (Non-Independent/Non-Executive)