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 8 TH 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. A A m m a a n n a a h h R R a a y y a a I I s s l l a a m m i i c c C C a a s s h h M M a a n n a a g g e e m m e e n n t t F F u u n n d d ( ( A A R R I I C C M MF F ) )

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Page 1: AAmmma aannna ahhhRRaaayyyaa …...v Latest Practicable Date (LPD) As at 31 st January 2014, being the latest practicable date for the purposes of ascertaining certain information

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.

AAAmmmaaannnaaahhhRRRaaayyyaaa IIIssslllaaammmiiiccc CCCaaassshhh

MMMaaannnaaagggeeemmmeeennnttt FFFuuunnnddd (((AAARRRIIICCCMMMFFF)))

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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

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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

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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)

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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.

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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.

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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

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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;

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(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.

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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.

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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.

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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

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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.

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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;

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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

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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.

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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-

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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.

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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).

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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]

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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

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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.

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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.

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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.

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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.

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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.

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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;

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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.

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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.

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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.

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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,

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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.

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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.

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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.

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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.

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“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

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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.

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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%

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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.

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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.

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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.

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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.

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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 :

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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)